UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to § 240.14a-12 |
Apogee Enterprises, Inc.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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☒ | No fee required. | |||
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4400 West 78th Street, Suite 520 Minneapolis, Minnesota 55435 | Annual Meeting of Shareholders |
Dear Shareholder:Wednesday, June 22, 2022
You are cordially invited to attend the 20208:00 a.m. Central Time
The 2022 Annual Meeting of Shareholders of Apogee Enterprises, Inc. to be held at Apogee’s headquarters, 4400 West 78th Street, Suite 520, Minneapolis, Minnesota, commencing at 8:00 a.m. Central Daylight Time on Wednesday, June 24, 2020. The Corporate Secretary’s formal notice of the meeting and the proxy statement appear on the following pages and describe the matters to come before the meeting. You may be required to present a valid government-issued picture identification and proof of stock ownership in order to attend the meeting. If you hold stock through a broker, bank, trust or other nominee, you may be required to present a copy of a statement reflecting your stock ownership as of the record date.
Even if you plan to attend the meeting, we urge you to vote your shares by Internet, telephone, or mail as promptly as possible so your shares will be represented at the meeting. Instructions on voting your shares are on the Notice of Internet Availability of Proxy Materials you received for the annual meeting. If you received paper copies of our proxy materials, instructions on the three ways to vote your shares can be found on the enclosed proxy form. Internet and telephone voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time (10:59 p.m. Central Daylight Time) on June 23, 2020. If you attend the meeting in person and you are a shareholder of record, you may at that time revoke any proxy previously given and vote in person, if desired.
Sincerely,
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NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
The 2020 Annual Meeting of Shareholders of Apogee Enterprises, Inc. (including any adjournments or postponements thereof) (the “Annual Meeting”) will be held as follows:
at 8:00 a.m. Central Time on Wednesday, June 22, 2022. In order to expand access to the Annual Meeting we are hosting a virtual-only meeting. It is our goal to approximate an in-person experience for our shareholders. You may attend the virtual meeting and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/APOG2022.
The purpose of the Annual Meeting is to consider and take action on the following:
1. | Election of three Class |
2. | Advisory vote |
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4. | Transaction of such other business as may properly be brought before the Annual Meeting. |
The Board of Directors has fixed May 4, 2020,the close of business on April 25, 2022, as the record date for the Annual Meeting. Onlydetermination of shareholders of record at the close of business on that date are entitled to receive notice of and to vote at the Annual Meeting. There were 26,320,282 shares of our common stock issued and outstanding as ofYour vote is important. Whether or not you plan to attend the record date and, therefore, eligiblevirtual meeting, you are encouraged to vote atyour shares as soon as possible pursuant to the Annual Meeting.
We have sent our shareholders ainstructions in the Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2020 Proxy Statement and our fiscal 2020 Annual Report to Shareholders online. Shareholders who have received the Notice will not be sent a printed copy of our proxy materials in the mail unless they request to receive a printed copy.accompanying Proxy Statement.
Important Notice RegardingBy Order of the AvailabilityBoard of Proxy Materials for the Shareholder Meeting to be held on June 24, 2020: Our 2020 Proxy Statement and our Fiscal 2020 Annual Report to Shareholders are available atwww.proxyvote.com.Directors,
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Your vote is important to ensure a quorum at the meeting. Even if you own only a few shares,Meghan M. Elliott
Vice President, General Counsel and whether or not you expect to be present at the meeting, we urgently request that you vote your shares via the Internet, by telephone or mail. Internet and telephone voting facilities for shareholders of record will be available 24 hours a day, and will close at 11:59 p.m. Eastern Daylight Time (10:59 p.m. Central Daylight Time) on June 23, 2020. You may revoke your proxy at any time prior to the meeting and delivery of your proxy will not affect your right to vote in person if you attend the meeting.Secretary
Minneapolis, Minnesota
May 9, 2022
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PROXY STATEMENTThis summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, you should read the entire proxy statement carefully before voting.
2020 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 24, 2020
The Board of Directors of Apogee Enterprises, Inc. (“Apogee” or the “Company”) is soliciting proxies for use at our 20202022 Annual Meeting of Shareholders (including any adjournments and postponements thereof) (the “Annual Meeting”) to be held on Wednesday, June 24, 2020. This proxy statement and the enclosed proxy card and are first being mailed or given to our shareholders on or about May 11, 2020.
Below are highlights of some of the information contained in this proxy statement. These highlights are only a summary. Please review the complete proxy statement and our 2020 Annual Report to Shareholders for the fiscal year ended February 29, 2020 before you vote.
ANNUAL MEETING OF SHAREHOLDERS
Date and | Wednesday, June at 8:00 a.m. Central | Location www.virtualshareholdermeeting.com/APOG2022 | Mailing Date May 9, 2022 | Record Date April 25, 2022 |
Items of Business
Item | Board’s Recommendation | Details | ||
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FOR, each Director Nominee | page 13 | |||
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FOR | page 64-65 | |||
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FOR |
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Fiscal 2022 Financial Results
We are a leader in the design and development of value-added glass and metal products and services for enclosing commercial buildings and framing and displays. Our four reporting segments are: Architectural Framing Systems, Architectural Glass, Architectural Services and Large-Scale Optical.
Summary of Fiscal 2022 Financial Results
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Operational Performance | • Operating income was $22.0 million compared to $25.5 million in fiscal 2021. • Operating margin was 1.7% compared to operating margin of 2.1% in fiscal 2021. • Net cash provided by operating activities in fiscal 2022 was $100.5 million, compared to $141.9 million in fiscal 2021. Cash flow in the prior year benefited from reduced working capital and temporary actions related to the COVID-19 pandemic. | |
Shareholder Return | • We repurchased 2,292,846 shares • We paid dividends totaling $20.3 million during fiscal 2022 and increased our • We delivered annualized total shareholder return (TSR) of 24.12%, (2.95)% and 15.54% over the past one-year, five-years and ten-years, respectively. |
Executive Compensation Program Our compensation programs are designed to attract, motivate and retain executive talent to achieve success in both the short- and long-term for executive officers with our shareholders. We Name Age Occupation Director Since Independent Audit Term Lloyd E. Johnson Retired Global Managing Director, Finance and Internal Audit of Accenture Corporation Term Expiring in 2023 Donald A. Nolan Patricia K. Wagner Executive Compensation Highlights We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short- and long-term incentive plans that have multiple financial performance metrics. We annually disclose Company performance against the established performance metrics for our annual cash incentive in our proxy statement. Our long-term incentive compensation program consists of restricted stock awards that vest over three years and new performance awards with overlapping three-year performance periods that vest based on We have stock ownership guidelines for our Chief Executive Officer that require an ownership level of five times his annual base salary, three times their annual salaries for corporate executive officers, including Messrs. Gupta and Dobler, and two times their annual salaries for segment presidents, including Messrs. Jewel and T. Johnson. All of our Named Executive Officers are still within the applicable grace period for achieving these ownership levels. We have a We have a hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities. We also have an anti-pledging policy that prohibits executive officers and directors of the Company from, directly or indirectly, pledging, hypothecating, or otherwise encumbering shares of the Company’s common stock as collateral for indebtedness. None of our executive officers have pledged any shares of our common stock Our “double-trigger” change-in-control agreements do not provide for any excise tax “gross-ups,” and PROPOSAL 1 – ELECTION OF DIRECTORS (See pages 10 – 15more information.)You are being asked to elect three Class I directors toour Company; pay for sustainable performance in an ever-changing environment; and align the Board at the Annual Meeting. Our Board of Directors is currently composed of ten directors and divided into three classes. At the Annual Meeting, three directors are standing for election as Class I directors. The term of office for the Class I directors will expire at the conclusioninterests of our 2023 Annual Meeting of Shareholders and when their successors are duly elected and qualified, or upon their earlier resignation or removal.have presented the following information about our Class I director nominees:
Committee
Financial
Expert 66 2017 Yes Yes 59 Former President and Chief Executive Officer of Kennametal Inc. 2013 Yes Yes Term Expiring in 2023 57 Retired Group President of U.S. Utilities of Sempra Energy 2016 Yes Yes Term Expiring in 2023 Vote Required: In accordance with Section 5.02 of the Company’s Articles of Incorporation, a director nominee will be elected only if he or she receives a majority of the votes cast with respectcontinue to his or her election in an uncontested election, that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee. A vote to “abstain” will not have an effect on determination of the election results.Our Board of Directors recommends that you vote FOR the three Class I director nominees. Unless authority for one or more of the nominees is withheld, proxies will be voted FOR the election of each of the three Class I director nominees.PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION (See pages 65 – 66 for more information.)The Company provides shareholders with the opportunity to cast an annual advisory(non-binding) vote onrefine our executive compensation program (“Sayto reflect changes in our business strategy and evolving executive compensation practices.Pay Proposal”our three-year average return on invested capital (“ROIC”) and that settle 50% in shares and 50% in cash. (ROIC is a non-GAAP measure. See discussion of non-GAAP financial measures on page 34).Vote Required: The affirmative voteWe deliver a significant portion of potential total compensation to our executive officers in the form of equity.majority“clawback” policy that applies to executive performance-based incentive compensation awards.present in personas security or by proxycollateral on a personal loan.entitled to vote at the Annual Meeting is requiredwe do not provide any tax “gross-ups” on any benefits for the approval of the Say on Pay Proposal.our executive officers.
Our Board of Directors recommends that you cast an advisory vote FOR the Say on Pay Proposal. Proxies will be voted FOR the proposal unless otherwise specified.
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (See pages 67 – 69 for more information.)
Our Audit Committee has appointed Deloitte & Touche LLP, as our independent registered public accounting firm for the fiscal year ending February 27, 2021, subject to a satisfactory evaluation of the firm’s performance in conducting our fiscal 2020 audit. Deloitte & Touche has acted as our independent registered public accounting firm since fiscal 2003.
Vote Required:The affirmative vote of a majority of the shares of our common stock present in person or by proxy and entitled to vote at the Annual Meeting is required for ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 27, 2021.
Our Board of Directors recommends that you vote FOR the ratification of the appointment of our independent registered public accounting firm. Proxies will be voted FOR the proposal unless otherwise specified.
FISCAL 2020 PERFORMANCE HIGHLIGHTS (See pages 30 – 31 for more information.)Fiscal 2022 Executive Compensation Actions
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FISCAL 2020 COMPENSATION ACTIONS (See page 36 and pages 40 – 48 for more information.)Annual Cash Incentive Payouts
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Our annual cash incentive awards are designed to reward achievement of financial goals |
Long-Term Incentive Awards. Our long-term incentive |
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In addition, Mr. Jewell received a restricted stock award having a value of $327,000 in connection with his promotion to President of our Architectural Framing Systems segment in August 2019.
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EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (See pages 28 – 63 for more information.)
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BOARD COMPOSITION
The composition of our Board of Directors facilitatesfeatures a majority of independent oversightdirectors and a diversity of background, skills and experiences that facilitate effective oversight and enrich Board deliberations. The following charts assumedeliberations on strategic planning, operations, risk management and other critical topics, as illustrated below and by the election of the three Class I nominees presented in this proxy statement.“Board Diversity Matrix” on page 21.
BOARD SKILLSBoard Skills Matrix
Each member of our Class II and Class III directors and Class I director nomineesBoard of Directors brings a diversity of skills and experiences to his or hertheir service on our Board. CoreThe following matrix highlights the key skills and experiences, demographics, and range of tenure for our Directors as of April 25, 2022. This matrix is intended as a summary and is not an exhaustive list of each Director’s qualifications and areas of expertise that will be representedfor Board service, which are described in greater detail in their biographies on our Board assuming the election of the three Class I director nominees is shown below.pages 14 – 18.
Experience Donald A. Nolan Herbert K. Parker Mark A. Pompa Ty R. Patricia K. Wagner Tenure (years)
and Skills Christina
M.
Alvord Frank
G.
Heard Lloyd
E.
Johnson Elizabeth
M.
Lilly
Silberhorn Executive Leadership ✓ ✓ ✓ ✓ ✓ ✓ ✓ Business Operations ✓ ✓ ✓ ✓ ✓ ✓ Strategy Development and Execution ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Portfolio Management / Mergers and Acquisitions ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Financial Management ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Enterprise Risk Management ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Construction and Building Products Experience ✓ ✓ ✓ ✓ ✓ Public Company Board Experience (other than Apogee) ✓ ✓ ✓ ✓ ✓ ✓ Female ✓ ✓ ✓ Racially and/or Ethnically Diverse ✓ ✓ 2 2 4 2 8 4 3 1 6
SHAREHOLDER OUTREACH
Active Shareholder Engagement Program
Shareholder engagement is a key part of our commitment to good governance. We conduct regular outreachregularly engage with our shareholders to discuss our business and other matters.to gain insights on the issues that are most important to them. In fiscal 2022, we continued our shareholder engagement practices, despite the COVID-19 pandemic, utilizing a combination of in-person and virtual meeting formats to stay connected with our shareholders. During the fiscal 2020, senioryear, members of our management attended sixteam participated in several virtual investor conferences and engagedmet with investors duringin numerous othernon-deal roadshows, site visits, virtual meetings and conference callscalls. We also hosted an investor day event where we provided details on our business strategy and letters.long-term financial targets. The feedback from our engagement with investors is regularly shared with our Board of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSSecurity Ownership of Certain Beneficial Owners
The following table sets forth information concerning beneficial ownership of our common stock outstanding as of May 4, 2020,April 25, 2022, by persons known to us to own more than 5% of our common stock. Unless otherwise indicated, the named holders have sole voting and investment power with respect to the shares beneficially owned by them. As of April 25, 2022, there were 22,196,448 shares of common stock outstanding.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (#) | Percent of Class (%) | ||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 4,133,579 | (1) | 18.62 | % | ||||||
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 | 2,685,340 | (2) | 12.10 | % | ||||||
Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, NJ 07078-2789 | 2,217,264 | (3) | 9.99 | % | ||||||
Barrow Hanley Global Investors 2200 Ross Avenue, 31st Floor Dallas, TX 75201-2761 | 1,620,737 | (4) | 7.30 | % | ||||||
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 | 1,460,071 | (5) | 6.58 | % | ||||||
State Street Corporation 1 Lincoln Street Boston, MA 02111 | 1,302,811 | (6) | 5.87 | % |
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We have relied upon the information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G/A filed on January 27, 2022, and reporting information as of December 31, |
(2) | We have relied upon the information provided by The Vanguard Group, Inc., an investment advisor (“Vanguard”), in a Schedule 13G/A filed on February 9, 2022, and reporting information as of December 31, |
(3) | We have relied upon the information provided by Franklin Mutual Advisers, LLC (“Franklin”) in a Schedule 13G/A filed on January 31, 2022, and reporting information as of December 31, 2021. Of the shares reported, Franklin has sole investment power over 2,217,264 shares and sole voting power over 2,096,457 shares. All of the 2,217,264 shares are beneficially owned by one or more open-end investment companies or other managed accounts that are investment management clients of Franklin Mutual Advisers, LLC, an indirect wholly owned subsidiary of Franklin Resources, Inc. |
(4) | We have relied upon the information provided by Barrow Hanley Global Investors (“Barrow”), in a Schedule 13G filed on February 10, 2022, and reporting information as of December 31, 2021. Of the shares reported, Barrow has sole investment power over 1,620,737 shares, sole voting power over 1,233,412 shares and shared voting power over 387,325 shares. |
(5) | We have relied upon the information provided by Dimensional Fund Advisors LP (“Dimensional Advisors”) in a Schedule |
(6) | We have relied upon the information provided by State Street Corporation (“State Street”) in a Schedule 13G filed on February 14, 2022, and reporting information as of December 31, 2021. Of the shares reported, State Street has shared investment power over 1,302,811 shares and shared voting power over 903,260 shares. All of the 1,302,811 shares are beneficially owned by one or more subsidiaries of State Street Corporation, the parent holding company, that beneficially owns the issuer`s securities. |
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENTSecurity Ownership of Directors and Management
TheExcept as otherwise noted, the following table sets forth the number of shares of our common stock beneficially owned as of May 4, 2020,April 25, 2022, by each of our directors, each of our executive officers named in the Summary Compensation Table (our “Named Executive Officers”) and by all of our current directors and executive officers as a group.
Amount and Nature As of Beneficial OwnershipApril 25, 2022, there were 22,196,448 shares of common stock outstanding.
Name of Beneficial Owner | Shares of Common Stock Held (#)(1)(2) | Shares Underlying | Total Beneficial Ownership (#) | Percentage of Common Stock Outstanding | Phantom | Total Stock- Based Ownership (#)(5) | Amount and Nature of Beneficial Ownership (#)(1)(2) | Percent of Class (%) | ||||||||||||||||||||||
Non-Employee Directors | ||||||||||||||||||||||||||||||
Bernard P. Aldrich | 30,732 | — | 30,732 | * | 50,427 | 81,159 | ||||||||||||||||||||||||
Christina M. Alvord | 1,472 | — | 1,472 | * | — | 1,472 | 9,113 | * | ||||||||||||||||||||||
Frank G. Heard | — | — | — | * | 1,472 | 1,472 | 3,791 | (3) | * | |||||||||||||||||||||
Lloyd E. Johnson | 26,860(6) | — | 26,860 | * | 5,235 | 32,095 | 26,860 | (4) | * | |||||||||||||||||||||
Elizabeth M. Lilly | 1,472 | — | 1,472 | * | — | 1,472 | 9,113 | * | ||||||||||||||||||||||
Donald A. Nolan | 5,326 | — | 5,326 | * | 19,916 | 25,242 | 8,047 | * | ||||||||||||||||||||||
Herbert K. Parker | 23,541 | — | 23,541 | * | — | 23,541 | 31,182 | * | ||||||||||||||||||||||
Mark A. Pompa | — | — | — | * | 9,452 | 9,452 | — | * | ||||||||||||||||||||||
Patricia K. Wagner | 9,907 | — | 9,907 | * | — | 9,907 | 17,548 | * | ||||||||||||||||||||||
Named Executive Officers | ||||||||||||||||||||||||||||||
Joseph F. Puishys | 282,635 (7) | 100,341 | 382,976 | 1.4 | — | 382,976 | ||||||||||||||||||||||||
James S. Porter | 129,168 | — | 129,168 | * | — | 129,168 | ||||||||||||||||||||||||
Ty R. Silberhorn | 86,661 | * | ||||||||||||||||||||||||||||
Nisheet Gupta | 38,463 | * | ||||||||||||||||||||||||||||
Curtis J. Dobler | 22,371 | — | 22,371 | * | — | 22,371 | 30,027 | * | ||||||||||||||||||||||
Brent C. Jewell | 41,587 | — | 41,587 | * | — | 41,587 | 36,880 | (5) | * | |||||||||||||||||||||
Patricia A. Beithon | 147,434 | — | 147,434 | * | — | 147,434 | ||||||||||||||||||||||||
All directors and executive officers as a group (14 persons) | 722,505 | 100,341 | 822,846 | 3.1 | 86,502 | 909,348 | ||||||||||||||||||||||||
Troy R. Johnson | 38,629 | * | ||||||||||||||||||||||||||||
All directors and executive officers as a group (16 persons)(6) | 404,294 | 1.82% |
* Indicates less than 1%.
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(1) | Unless otherwise indicated, the individuals listed in the table have sole voting and investment power with respect to the shares owned by them, and such shares are not subject to any pledge. |
(2) | For ournon-employee directors, the number indicated includes the following shares of restricted stock issued to the named individual pursuant to our 2009Non-Employee Director Stock Incentive Plan, as amended (2014) (the “2009 Director Stock Plan”) and 2019 Non-EmployeeDirector Stock |
Director | Shares of Restricted Stock | |||||||
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Christina M. Alvord | 6,492 | |||||||
Frank G. Heard | — | |||||||
Lloyd E. Johnson | — | |||||||
Elizabeth M. Lilly | 6,492 | |||||||
Donald A. Nolan | 2,721 | |||||||
Herbert K. Parker | 7,071 | |||||||
Mark A. Pompa | — | |||||||
Patricia K. Wagner | 7,071 | |||||||
All directors and executive officers as a group | 262,027 |
All shares of restricted stock held pursuant to our 2009 Director Stock Plan and 2019 Director Stock Plan are subject to future vesting conditions, and holders of such shares have no investment power over such shares.
For our executive officers, the number of shares indicated includes the following shares issued to the named individual pursuant to our 2009 Stock Incentive Plan, as amended and restated (2011) (the “2009 Stock Incentive Plan”), our 2019 Stock Incentive Plan, as amended and restated (2021) (the “2019 Stock Incentive Plan”), our Employee Stock Purchase Plan, and our 401(k) Retirement Plan. The number of shares of restricted stock issued to each of Our Named Executive Officers pursuant to our 2009 Stock Incentive Plan and 2019 Stock Incentive Plan is set forth below.
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Named Executive Officers | Shares of Restricted Stock | Shares Held in Employee Stock Purchase Plan and 401(k) Retirement Plan | ||
Ty R. Silberhorn | 86,250 | 411 | ||
Nisheet Gupta | 33,836 | — | ||
Curtis J. Dobler | 21,978 | — | ||
Brent C. Jewell | 31,731 | — | ||
Troy R. Johnson | 22,977 | 2,841 | ||
All directors and executive officers as a group (16 persons) | 262,027 | 3,252 |
All shares of restricted stock held pursuant to our 2009 Stock Incentive Plan and 2019 Stock Incentive Plan are subject to future vesting conditions, and the holders of such shares have no investment power over such shares.
(3) | Includes 2,547 shares |
(4) |
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Director | Restricted Stock Units | Deferred Restricted Stock Units | Phantom Stock | |||||||||
Bernard P. Aldrich | — | — | 50,427 | |||||||||
Christina M. Alvord | — | — | — | |||||||||
Frank G. Heard | 1,492 | — | — | |||||||||
Lloyd E. Johnson | — | 5,235 | — | |||||||||
Elizabeth M. Lilly | — | — | — | |||||||||
Donald A. Nolan | — | 10,609 | 9,307 | |||||||||
Herbert K. Parker | — | — | — | |||||||||
Mark A. Pompa | — | 5,028 | 4,424 | |||||||||
Patricia K. Wagner | — | — | — | |||||||||
All directors and executive officers as a group (14 persons) | 1,492 | 20,872 | 64,158 |
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Includes 22,540 shares held by the Johnson Family Trust for which Mr. L. Johnson serves as trustee and 2,600 shares held by Mr. L. Johnson’s individual retirement account. |
Includes |
(6) | Includes all directors and executive officers of the Company serving in such capacity as of April 25, 2022. |
PROPOSALDelinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, officers and all persons who beneficially own more than 10% of the outstanding shares of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Section 16(a) officers, directors and greater than 10% beneficial owners are also required to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of Section 16(a) reports filed electronically with the SEC and written representations from certain reporting persons, we believe that all forms required to be filed by such persons under Section 16(a) were filed on a timely basis, with the exception of one late filing for Mr. Gupta reporting the withholding of shares as payment of tax liability in connection with vesting of restricted stock.
Proposal 1: ELECTION OF DIRECTORSElection of Directors
Our Articles provide that our Board of Directors will be divided into three classes of directors of as nearly equal size as possible and the term of each class of directors is three years. Our Articles further provide that the total number of directors will be determined exclusively by our Board of Directors. The term of one class expires each year in rotation. Currently, we have nine directors, with three directors serving in each class. At our Annual Meeting, the terms of our three Class IIII directors will expire. Currently, we have ten directors, with three directors serving in each of Classes I
Frank G. Heard, Elizabeth M. Lilly and II and four directors serving in Class III.
Lloyd E. Johnson, DonaldMark A. Nolan and Patricia K. WagnerPompa have been nominated forre-election to our Board as Class IIII directors. Class IIII directors elected at the Annual Meeting will serve until our 20232025 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Each of the nominees has agreed to serve as a director, if elected.
Each of the nominees has consented to be named as a nominee to the Board in this proxy statement, and we have no reason to expect that any of the nominees will fail to be a candidate at the Annual Meeting. Therefore, we have not identified any substitute nominee or nominees at this time. If any of the nominees should bebecomes unable or unwilling to serve as a director prior to the Annual Meeting, proxies will be voted for a substitute nominee or nominees in accordance withdesignated by the best judgmentBoard. Alternatively, at the Board’s discretion, the proxies may be voted for a fewer number of the person or persons named as proxies in the enclosed proxy card.nominees.
Information about the background and qualifications of the Board nominees for election at the Annual Meeting and the directors continuing to serve after the Annual Meeting who are not subject tore-election at the Annual Meeting is provided below. All of our directors possess the minimum qualities and skills described under “Criteria for Membership on Our
Board of Directors” on page 18.
Required Vote and Recommendation
In accordance with Section 5.02 of the Company’s Articles of Incorporation, a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election, that is, the number of shares voted “for” that nominee exceeds the number of shares cast “against” that nominee. A vote to “abstain” will not have an effect on the determination of the election results.
Our Board of Directors recommends that you vote FOR the three Class IIII director nominees. Unless authority for one or more ofa contrary instruction is indicated on the nominees is withheld,proxy, proxies will be voted FOR the election of the three Class IIII director nominees.
Class III Director Nominees As – Terms Expiring in 2025
Frank G. Heard Age: 63 Director since: 2020 Independent Audit Committee Financial Expert | Apogee Committees: • Audit • Nominating and Corporate Governance | Public Directorships: • Gibraltar Industries, Inc. |
Mr. Heard served as Chief Executive Officer of Gibraltar Industries, Inc., a leading manufacturer and distributor of building products for the renewable energy, conservation, residential, industrial and infrastructure markets, from 2015 to 2019. He served as a director at Gibraltar Industries from 2015 to 2020, including as Vice Chair of the Board from 2019 to 2020. Prior to joining Gibraltar Industries in 2014 as President and Chief Operating Officer, he served as President of the Building Components Group, a division of Illinois Tool Works, Inc., from 2008 to 2013 and in various executive management roles for Illinois Tool Works from 1990 to 2008.
Skills & Qualifications: | ||||
• Executive Leadership and Talent Management • Investor Relations • Public Company Board Experience • Financial Management | • Business Operations • Strategy Development and Execution • Building Products Industry • Portfolio Management | • Global Operations • Capital Allocation • Enterprise Risk Management |
Elizabeth M. Lilly Age: 59 Director since: 2020 Independent | Apogee Committees: • Compensation • Nominating and |
Ms. Lilly has served as Chief Investment Officer and Executive Vice President for The Pohlad Companies, a privately-owned business based in Minneapolis, Minnesota that holds a diverse group of businesses and business interests, since 2018. She oversees the public and private investments for the Pohlad family and provides leadership and management of the investment team of The Pohlad Companies. Ms. Lilly has over 30 years in portfolio and investment management experience. She founded Crocus Hill Partners, a small capitalization portfolio firm, in 2017 and served as its President from 2017 to 2018. She served as Senior Vice President and Portfolio Manager for Gabelli Asset Management from 2002 to 2017. She was a co-founder of Woodland Partners, LLC in 1997 and served as Managing Director from 1997 to 2002, when the firm was acquired by Gabelli Asset Management. Earlier in her career, Ms. Lilly served in various portfolio management and analyst positions for First Asset Management, Fund American Companies and Goldman, Sachs and Company.
Skills & Qualifications: | ||||
• Financial Management • Portfolio Management | • Asset Management • Leadership Development | • Financial Markets • Capital Allocations |
Class III Director Nominees – Terms Expiring in 2025 (continued)
Mark A. Pompa Age: 57 Director since: 2018 Independent Audit Committee Financial Expert | Apogee Committees: • Audit • Compensation |
Mr. Pompa has served as the Executive Vice President and Chief Financial Officer of EMCOR Group, Inc., a Fortune 500 leader in electrical and mechanical construction services, industrial and energy infrastructure and building services, since 2006. Previously, he was Senior Vice President and Chief Accounting Officer of EMCOR from 2003 to 2006 and Treasurer from 2003 to 2007. He joined EMCOR in 1994, serving as Vice President and Controller until 2003. Prior to joining EMCOR, Mr. Pompa was an Audit and Business Advisory Manager at Arthur Andersen LLP.
Skills & Qualifications: | ||||
• Executive Leadership • Financial Management • Accounting and Audit • Non-residential Construction Industry | • Business Operations • Mergers and Acquisitions • Investor Relations • Strategy Development and Execution | • Enterprise Risk Management • Leadership Development • Executive Compensation |
Class I Directors – Term Expiring in 2023
Lloyd E. Johnson
Age:
Director since:2017
Independent
Audit Committee Financial Expert |
Apogee Committees: • Audit, Chair |
Public Directorships: • Haemonetics • Beazer Homes (2021 – Present) | ||||||
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Mr. L. Johnson was the Global Managing Director, Finance and Internal Audit of Accenture Corporation, a global management consulting and professional services firm providing strategy, consulting, digital technology and operations services, from 2004 to 2015. Prior to joining Accenture Corporation, he served as Executive Director, M&A and General Auditor for Delphi Automotive PLC, a vehicle components manufacturer, from 1999 to 2004. From 1997 to 1999, he served as Corporate Vice President, Finance and Chief Audit Executive for Emerson Electric Corporation, a diversified global manufacturing company serving industrial, commercial and consumer markets. Earlier in his career, he held senior finance leadership roles at Sara Lee Knit Products, a division of Sara Lee Corporation; Shaw Food Industries, a privately-held food service supply company; and Harper, Wiggins & Johnson, CPA, a regional accounting firm. Mr. L. Johnson began his career with Coopers & Lybrand, a global accounting firm that became part of PricewaterhouseCoopers, a global accounting firm.
Skills & Qualifications: |
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• Executive Leadership • Public Accounting and Audit • Financial Management • Business Operations • Enterprise Risk Management | • Mergers and Acquisitions • International Business • Information Technology, including Cybersecurity • Leadership Development | • Executive Compensation • Corporate Governance • Industrial Commercial and Consumer Markets • Public Company Board Experience |
Class I Directors – Term Expiring in 2023 (Continued)
Donald A. Nolan
Age:
Director since:2013
Independent
Non-Executive Chair since January 2020 |
Apogee Committees: • Ad hoc Member – all |
Mr. Nolan served as President and Chief Executive Officer of Kennametal Inc., a global industrial technology leader, present in over 60 countries, manufacturing tooling and wear-resistant solutions for customers in the aerospace, energy, and transportation industries from 2014 to 2016. Previously, Mr. Nolan was President of the Materials Group for Avery Dennison Corporation from 2008 to 2014, a global leader in packaging solutions. Prior to joining Avery Dennison Corporation, he served on the executive team at Valspar, a global leader in paint and coatings, as Senior Vice President, leading the Global Packaging and Refinish Coatings businesses. Before joining Valspar, he held leadership positions of increasing responsibility with Loctite, General Electric and Ashland Chemical. Mr. Nolan is also active in private equity, serving on several private company boards.
Public Directorships:
• Kennametal Inc.(2014 – 2016)
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• Executive Leadership • Business Operations • Strategy Development and Execution • Marketing and Sales | • Financial Management • International Business • Mergers and Acquisitions • Enterprise Risk Management • Leadership Development | • Corporate Governance • Executive Compensation • Public and Private Company Board Experience |
Nominees As Class I Directors – Term Expiring in 2023 (continued)
PatriciaK. Wagner
Age:
Director since:2016
Independent
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Apogee • Compensation, Chair |
Public Directorships: • California Water | ||||||
• Primoris Services Corporation
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Ms. Wagner retired from Sempra Energy, a Fortune 500 energy services holding company, in 2019, after 24 years of service with Sempra Energy Companies. She served as Group President of U.S. Utilities, overseeing San Diego Gas & Electric, Southern California Gas Company (“SoCalGas”) and Sempra Energy’s investment in Oncor Electric Delivery Company LLC, from 2018 to 2019. She has served in several leadership positions for the Sempra Energy family of companies, including Chief Executive Officer of SoCalGas from 2017 to 2018; Executive Vice President of Sempra Energy in 2016; President and Chief Executive Officer of Sempra U.S. Gas & Power from 2014 to 2016; and other leadership positions for the Sempra Energy family of companies from 1995 to 2014. Prior to joining Sempra Energy, Ms. Wagner held management positions at Fluor Daniel, an engineering, procurement, construction and maintenance services company. Earlier in her career, Ms. Wagner held positions at McGaw Laboratories and Allergan Pharmaceuticals.
Skills & Qualifications: |
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• Executive Leadership • Business Operations • Financial Management • Accounting and Audit • Strategy Development and Execution | • Energy Industry • Enterprise Risk Management • Information Technology • Mergers and Acquisitions • Regulatory Compliance
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Class II Directors – Terms Expiring 2021
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• Leadership Development • Executive Compensation • Corporate Governance • Public |
Class II DirectorsDirector Nominees – Terms Expiring 2021 (continued)2024
Age:
Director since:
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Class III Directors – Terms Expiring in 2022
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Independent
Audit Committee Financial Expert |
Apogee Committees: • Nominating and Corporate Governance • Audit |
•
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Ms. Alvord served as President, Central Division of Vulcan Materials Company, a producer of construction aggregates and aggregates-based construction materials and member of the S&P 500 Index from 2019 until 2021. She joined Vulcan in 2016 and served as President of the Southern & Gulf Coast Division from 2017 to 2019 and Vice President, Performance Management from 2016 to 2017. Ms. Alvord held various executive management positions with GE Aviation, including General Manager of Engine Component Repair from 2012 to 2015 and General Manager of Turbine Airfoils Center of Excellence from 2010 to 2012, Government Relations Executive from 2009 to 2010, President of GE Aviation-Unison Industries from 2005 to 2009; President of GE Aviation-Middle River Aircraft Systems from 2003 to 2005. Earlier in her career, Ms. Alvord held management positions in the GE Corporation Initiatives Group and McKinsey Company, Inc.
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• Executive Leadership • Manufacturing Operations • Business Operations | • Financial Management • Enterprise Risk Management • Construction Industry | • Strategy Development and Execution • Leadership Development |
Herbert K. Parker
Age: 64 Director since: 2018 Independent | Apogee Committees: • Nominating and Corporate Governance, Chair • Compensation | Public Directorships: • TriMas Corporation • nVent Electric PLC • American Axle & Manufacturing |
Mr. Parker is the retired Executive Vice President - Operational Excellence of Harman International Industries, Inc., a worldwide leader in the development, manufacture, and marketing of high quality, high-fidelity audio products, lighting solutions, and electronic systems. He joined Harman International in June 2008 as Executive Vice President and Chief Financial Officer and served in that capacity to 2015. He served as Executive Vice President - Operational Excellence from 2015 to 2017. Prior to joining Harman International Industries, Inc., Mr. Parker served in various senior financial positions with ABB Ltd. (known as ABB Group), a global power and technology company, from 1980 to 2006, including as the Chief Financial Officer of the Global Automation Division from 2002 to 2005 and the Americas Region from 2006 to 2008.
Skills& Qualifications: | ||||
• Executive Leadership • Accounting and Audit • Financial and Asset Management • Mergers and Acquisitions • Investor Relations | • Property and Asset Acquisition and Management • Operations • Enterprise Risk Management • Leadership Development | • Sarbanes-Oxley Compliance • International Business • Corporate Governance • Public Company Board Experience |
Class II Director Nominees – Terms Expiring 2024 (continued)
Ty R. Silberhorn Age: 54 Director since: 2021 Not Independent Chief Executive Officer and President | Apogee Committees: • N/A |
Mr. Silberhorn has served as our Chief Executive Officer and President since January 2021. Prior to joining our Company, he served for over twenty years in various roles for 3M, a diversified global manufacturer and technology company, most recently as Senior Vice President of 3M’s Transformation, Technology and Services from 2019 to 2020. Prior to this position, and since 2001, he held several 3M global business unit leadership roles, serving as Vice President and General Manager for divisions within Safety & Industrial, Transportation & Electronics, and Consumer business groups.
Skills & Qualifications: | ||||||||
• Executive Leadership and Talent Management •
• Business Operations | • Strategy Development and Execution • Building Products Industry • Portfolio Management | • Capital Allocation • Global Operations • Enterprise Risk Management | ||||||
Class III Directors – Terms Expiring in 2022 (continued)
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CORPORATE GOVERNANCECorporate Governance
Our Board is committed to high standards of corporate governance and ethical business conduct. The following corporate governance resources reflect this commitment and provide a framework within which directors and management operate the business.
Corporate Governance Resources
Information related to our corporate governance is available on our website atwww.apog.com by clicking on “Investors,” selecting “Governance” and then selecting the applicable document or information. This information includes:
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Board and Committee Composition
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Board Committee Charters
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Our Code of Business Ethics and Conduct, including our Code of Conduct Hotline
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How to Contact the Board
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Our Corporate Governance Guidelines
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Our Restated Articles of Incorporation, as amended
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Our Amended and Restated By-laws
Our Conflict Minerals Policy and related resources
Information relating to our management team is also available on our website atwww.apog.com by clicking on “About Us” and then selecting “Leadership.”
We will provide copies of any of the foregoing information without charge upon written request to: Corporate Secretary, Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, Minnesota 55435.
Certain sections of this Proxy Statement reference or refer you to materials posted on our website,www.apog.com. www.apog.com. These materials and our website are not incorporated by reference in, and are not part of this Proxy Statement.
Code of Business Ethics and Conduct
Our Board of Directors has adopted our Code of Business Ethics and Conduct (our “Code of Conduct”), which is a statement of our high standards for ethical behavior and legal compliance. All of our employees and all members of our Board of Directors are required to comply with our Code of Conduct.
Corporate Governance Guidelines
Our Corporate Governance Guidelines outline the role, composition, qualifications, operation and other policies applicable to our Board of Directors and are revised as necessary to continue to reflect evolving corporate governance practices.
Communications with Our Board of Directors
Our stakeholders may communicate directly with our Board of Directors, our Non-Executive Chair or any other specified individual director in writing by (i) sending a letter addressed to Apogee Directors, Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, Minnesota 55435, or (ii) sending an email to Directors@apog.com. Substantive communications, such as corporate
governance matters or potential issues relating to accounting, internal controls or other auditing matters, are forwarded by our General Counsel to the relevant director(s) as appropriate. Communications not requiring the substantive attention of our Board, such as employment inquiries, sales solicitations, donation requests, questions about our products, and other such matters, are handled directly by our management team.
Under our Corporate Governance Guidelines, a substantial majority of the directors on our Board, and all members of our Audit, Compensation, and Nominating and Corporate Governance Committees (collectively, the “Committees”) must be independent. Each year, in accordance with NASDAQNasdaq rules, our Board of Directors affirmatively determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted, which include all elements of independence set forth in the NASDAQNasdaq listing standards.standards and applicable SEC rules.
Our Nominating and Corporate Governance Committee reviewed the applicable legal standards for Board member and Board committee member independence and reported on its review to our Board of Directors. Based on this review, our Board of Directors has determined that the followingnon-employee directors are independent and have no material relationship with usthe Company except serving as a director and holding shares of our common stock: Bernard P. Aldrich, Christina M. Alvord, Frank G. Heard, Lloyd E. Johnson, Elizabeth M. Lilly, Donald A. Nolan, Herbert K. Parker, Mark A. Pompa and Patricia K. Wagner, as well as Jerome L. Davis, Sara L. Hays and Richard V. Reynolds, who retired from our Board of Directors at the conclusion of the 2019 Annual Meeting of Shareholders.Wagner. Our Board of Directors has determined that Joseph F. PuishysTy R. Silberhorn is not independent because he serves as our Chief Executive Officer and President.an officer of the Company.
Our Board of Directors separated the roles of Chair of the Board and Chief Executive Officer in 2011, and Mr. Nolan has served as ourNon-Executive Chair since January 2020. Mr. Aldrich served as ourNon-Executive Chair from 2011 to January 2020. TheNon-Executive Chair of our Board chairs our annual meeting of shareholders, the meetings of our Board of Directors and executive sessions of our independent directors. In addition, theNon-Executive Chair of our Board, in consultation with our Chief Executive Officer, establishes the agenda for each meeting of our Board of Directors. TheNon-Executive Chair also attends Committee meetings as an ad hoc member, participates in discussions but does not vote on Committee matters, and serves as the primary liaison between the senior management team and the Board. The Board determinedbelieves that having aNon-Executive Chair would enableprovides independent leadership on the Board and enables our Chief Executive Officer to focus his time and energy on development of strategy, operational improvements and leadership of the management and employee team.teams. The Board and our Chief Executive Officer believebelieves that this division of responsibilities has servedserves the Board, the Company and our shareholders well.
Cooperation Agreement with Engaged Capital, LLC
On November 10, 2019, we signed a Cooperation Agreement with our shareholder Engaged Capital, LLC (“Engaged Capital”), after a series of discussions on the composition of the Board and other governance matters. Pursuant to the Cooperation Agreement, we agreed to the nomination of three new, independent directors to the Board at the 2019 Annual Meeting. The Board subsequently nominated Ms. Alvord, Mr. Heard and Ms. Lilly to the Board (the “2019 New Directors”) and they were elected to the Board at the 2019 Annual Meeting of Shareholders held on January 14, 2020.
The 2019 New Directors are not affiliated with Engaged Capital, and they have not, and would not, receive compensation or other payments from any third parties, including Engaged Capital, in exchange for their service on our Board. In addition, Engaged Capital has agreed that the 2019 New Directors will not provide anynon-public information regarding the Company to Engaged Capital and has further agreed not to seek any such information from the 2019 New Directors during the term of the Cooperation Agreement.
We agreed with Engaged Capital that the Board would appoint Ms. Alvord to the Nominating and Corporate Governance Committee, Mr. Heard to the Audit Committee and Ms. Lilly to the Compensation Committee. Furthermore, as long as Engaged Capital owns at least 3.5% of the Company’s then outstanding shares of common stock or the stock equivalent thereof (calculated as of the date of the Cooperation Agreement):
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The Cooperation Agreement will expire on August 1, 2020, unless it is terminated earlier (the “Termination Date”). Until the Termination Date, Engaged Capital has committed to customary standstill restrictions relating to proxy contests and other activist campaigns, share purchases (up to 9.9%) and related matters. Until the Termination Date, Engaged Capital has agreed to vote all of its shares of the Company’s common stock at any annual or special meeting and any consent solicitation of the Company’s shareholders (1) in accordance with the Board’s recommendations for director elections and related matters; and (2) in accordance with the Board’s recommendations on all other proposals, provided, however, that in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other than the election or removal of directors), Engaged Capital is permitted to vote in accordance with ISS’s recommendation; provided, further, that Engaged Capital is permitted to vote in its sole discretion with respect to any proposals related to an extraordinary transaction such as a merger or sale of the Company.
The foregoing description of the Cooperation Agreement is not complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2019, which is incorporated herein by reference.
Criteria for Membership on Our Board of Directors
Director candidates should possess the highest personal and professional ethics, integrity and values; be committed to representing the long-term interests of our stakeholders; have an inquisitive and objective perspective, practical wisdom and mature judgment; and be willing to challenge management in a constructive manner. Our Board of Directors strives for membership that is diverse in gender, race, ethnicity, age, geographic location, and business skills and experience at policy-making levels. In addition, director candidates must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serving on our Board of Directors for an extended period of time.
Procedure for Evaluating Director Nominees
Our Nominating and Corporate Governance Committee’s procedure for reviewing the qualifications of all nominees for membership on our Board of Directors includes making a preliminary assessment of
each proposed nominee, based upon resume and biographical information, willingness to serve and other background information, business experience and leadership skills. TheOur Board believes that its membership should reflect a diversity of experience, skills, geography, gender, race and ethnicity.ethnicity, and invites directors to annually self-identify certain diversity characteristics that may inform their perspectives and contributions to the Board. The Committee considers each of these factors when evaluating our Board composition, and it considers these factors on an ongoing basis as it identifies and evaluates director candidates. All director candidates who continue in the process are then interviewed by members of our Nominating and Corporate Governance Committee and other current directors. Our Nominating and Corporate Governance Committee makes recommendations to our Board of Directors for inclusion in the slate of director nominees at a meeting of shareholders, or for appointment by our Board of Directors to fill a vacancy. Prior to recommending a director to stand forre-election for another term, our Nominating and Corporate Governance Committee applies its director candidate selection criteria, including a director’s past contributions to our Board of Directors, effectiveness as a director and desire to continue to serve as a director.
The table below provides self-identified diversity statistics for our Board members as of April 25, 2022. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).
Board Diversity Matrix (As of April 25, 2022) | ||||||||||||||||
Total Number of Directors | 9 | |||||||||||||||
| Female | Male | Non- Binary | Did Not Disclose Gender | ||||||||||||
Part I: Gender Identity |
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Directors | 3 | 6 | — | — | ||||||||||||
Part II: Demographic Background |
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African American or Black | — | 2 | — | — | ||||||||||||
White | 3 | 4 | — | — | ||||||||||||
LGBTQ+ | — | |||||||||||||||
Did Not Disclose Demographic Background | 1 |
Board Refreshment and Retirement Policy
Our Company has had an active board refreshment program the past four years with planned retirementsprogram. As a mechanism to encourage director refreshment, our Board of long-termedDirectors has established a policy that no individual may stand for election to our Board after their 72nd birthday, unless otherwise approved by a majority of our directors.
From fiscalSince June 2017, through fiscal 2020, we added seven new directors: Patricia K. Wagner in fiscal 2017,directors have joined our Board: Lloyd E. Johnson in fiscal 2018, Herbert K. Parker and Mark A. Pompa in fiscal 2019; and Christina M. Alvord, Frank G. Heard and Elizabeth M. Lilly in fiscal 2020. Seven of our ten directors have less than five years of tenure on our Board.
Retirement PolicyStock Ownership Guidelines for Non-Employee Directors
Our Board of Directors has established a policy that, unless otherwise approved by a majority of our directors, no individual may stand for election to our Board after his or her 72nd birthday.
Stock Ownership Guidelines forNon-Employee Directors
Our Board of Directors believes thatnon-employee directors should have a significant equity interest in Apogee and established voluntarydirector stock ownership guidelines for directors in 2002. The guidelinesthat encourage share ownership by our directors in an amount having a market value equal to three timesthree-times the annual Board retainer to be achieved within five years of first being elected as a director. For fiscal 2020,2022, the annual Board retainer was $65,000. In calculating share ownership of ournon-employee directors, we include shares of restricted stock, restricted stock units and deferred restricted stock units issued pursuant to our 2009 Director Stock Plan, 2019 Director Stock Plan and phantom stock units issued pursuant to
our Director Deferred Compensation Plan.Plan for Non-Employee Directors. Shares are valued based on the average closing price of our common stock for the most recently completed fiscal year. As of February 28, 2020,25, 2022, the last trading day of fiscal 2020,2022, all of ournon-employee directors exceeded our stock ownership guidelines, except for Ms. Alvord, Mr. Heard and Ms. Lilly, each of whom joined our Board on January 14, 2020. Ms. Alvord, Mr. Heard and Ms. Lilly are currently on pace to meet our guidelines within five years of election to our Board.guidelines.
Board Meetings and 20192021 Annual Meeting of Shareholders
During fiscal 2020,2022, our Board of Directors met 10six times and ournon-employee directors met in executive session without our Chief Executive Officer or any other members of management being present six times.at each meeting. Each of our directors attended at least 75% of the regularly scheduled and special meetings of our Board of Directors and theour Board committeesCommittees on which he or shethey served that were held during the time he or she wasthey were a director during fiscal 2020.2022.
All members of our Board of Directors are expected to attend our annual meeting of shareholders, and all the members of our Board of Directors who continued to serve on our Board after our 20192021 Annual Meeting of Shareholders attended such meeting.
Board Committee Responsibilities, Meetings and Membership
We currently have three standing Board Committees:committees: Audit, Compensation, and Nominating and Corporate Governance. Each Committee operates under a written charter that is available on our website atwww.apog.com by clicking on “Investors” and selecting “Governance” and then clicking on the applicable Board Committee. Each Committee member meets the applicable independence and experience requirements of the Nasdaq listing standards and the SEC for the Committees on which they serve. While our Committees are responsible for various aspects of our environmental, social and governance (ESG) program, currently our full Board oversees our ESG program.
Board Committee | Responsibilities | |||||
AUDIT COMMITTEE
All Members Independent |
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This Committee has oversight responsibilities for our independent registered public accounting firm.
Each member is an “audit committee financial expert” under the rules of the SEC. |
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• Oversees our system of financial controls, internal audit procedures and internal audit function. | ||||
| • Oversees our program to ensure compliance with legal and regulatory requirements and ethical business practices. | |||||
| • Assesses and establishes policies and procedures to manage our financial reporting and internal control risk. | |||||
| • Establishes policies and procedures for thepre-approval of all services by our independent registered public accounting firm. | |||||
| • Establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters. | |||||
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COMPENSATION COMMITTEE
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All Members Independent
This Committee administers our executive compensation program.
Each member is a“non-employee” director, as defined in the Exchange
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• Establishes our executive compensation philosophy and compensation programs that comply with this philosophy. • Evaluates the Chief Executive Officer’s performance in light of approved goals and objectives and recommends to the Board for its approval the Chief Executive Officer’s compensation, including base salary, annual incentive compensation and long-term incentive compensation. • Determines the compensation of our executive officers (other than the Chief Executive Officer) and other members of senior management. • Responsible for annual assessment of the risk associated with our compensation programs, policies and practices. |
Board Committee | Responsibilities | |||||
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• Administers our 2009 Stock Incentive Plan and 2019 Stock Incentive Plan in which our employees participate. | |||||
| • Administers our annual cash and long-term incentive plans for executive officers and other members of senior management. | |||||
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| • Directly responsible for the appointment, compensation, retention and oversight of the independent compensation consultant.
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
All Members Independent
This Committee identifies and evaluates Board candidates and oversees our corporate governance practices. |
| • Develops a Board succession plan and establishes and implements procedures to review the qualifications for membership on our Board of Directors, including nominees recommended by shareholders. | ||||
| • Assesses our compliance with our Corporate Governance Guidelines. | |||||
| • Reviews our organizational structure and senior management succession plans. | |||||
| • Makes recommendations to our Board of Directors regarding the composition and responsibilities of our | |||||
| • Administers an annual performance review of our | |||||
| • Administers an annual review of the performance of our Chief Executive Officer, which includes soliciting assessments from allnon-employee directors. | |||||
| • Administers our 2009 Director Stock Plan, 2019 Director Stock Plan,
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The table below provides fiscal 2020current membership and fiscal 2022 meeting information for each of our standing Board committees.Committees.
Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ||||||
Bernard P. Aldrich(1) | M(2)(3) | M(2) | ||||||||||
Christina M. Alvord | M(4) | M/FE | M | |||||||||
Jerome L. Davis(5) | C(6) | |||||||||||
Sara L. Hays(5) | M(7) | M(7) | ||||||||||
Frank G. Heard | M(3)(8) | M(8) | M/FE | M | ||||||||
Lloyd E. Johnson | C(3) | C/FE | ||||||||||
Elizabeth M. Lilly | M(9) | M(9) | M | M | ||||||||
Donald A. Nolan(10) | M(11) | M(11) | ||||||||||
Donald A. Nolan | Ad hoc | Ad hoc | Ad hoc | |||||||||
Herbert K. Parker | M(3)(12) | C(12) | M | C | ||||||||
Mark A. Pompa | M(3) | M(13) | M/FE | M | ||||||||
Joseph F. Puishys | N/A | N/A | N/A | |||||||||
Richard V. Reynolds(5) | C(14) | |||||||||||
Patricia K. Wagner | M(3)(15) | C(15) | C | |||||||||
Fiscal 2020 Meetings | 9 | 7 | 4 | |||||||||
Fiscal 2022 Meetings | 7 | 5 | 4 |
C = Committee Chair M = Committee MemberFE = Audit Committee Financial Expert
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Risk Oversight by Our Board of Directors
Our Board of Directors oversees our enterprise risk management processes, focusing on our business, strategic, financial, operational, information technology, cybersecurity and overall enterprise risk. Our
Board determined that oversight of our Company’s strategy and overall enterprise risk management program is more effective when performed by the full Board, utilizing the skills and experiences of all Board members. In addition, our Board of Directors executes its overall responsibility for risk management through its Committees as follows:
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Our Audit Committee has primary responsibility for risk management relating to the reliability of our financial reporting processes, system of internal controls and corporate compliance program. Our Audit Committee receives quarterly reports from management, our independent registered public accounting firm and internal audit partner regarding our financial reporting processes, internal controls and public filings. It also receives quarterly updates from management regarding Code of Conduct issues, litigation and legal claims, and other compliance matters.
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Our Compensation Committee, with assistance from its independent compensation consultant, oversees risk management associated with our compensation programs, policies and practices with respect to both executive compensation and compensation in general.
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Sustainability FocusOur Nominating and Corporate Governance Committee oversees risk management associated with succession planning, non-employee director compensation, overall Board of Directors and Board Committee performance, and corporate governance practices.
Cybersecurity Risk Management
Our full Board oversees the Company’s cybersecurity risk management strategy, with management providing regular reports to the Board both on cybersecurity risks facing the Company and the systems management has implemented to identify and manage those risks. At least once per year, and more frequently if necessary, our Chief Information Officer updates our Board on the Company’s information technology and cyber risk profile and the steps taken by management to mitigate those risks. The Company employs external advisors to assist with cybersecurity risk assessments, including external network penetration testing, and with developing risk mitigation strategies.
We have a company-wide commitmentrobust information technology and cybersecurity training program for our employees, including mandatory computer-based training, ongoing employee testing to sustainable business practices, focusedevaluate the effectiveness of our cybersecurity program and regular internal training and awareness communications. As part of our training program, we require our employees to complete an online cybersecurity awareness course each year. In addition, we have an ongoing phishing and social engineering awareness program that is designed to simulate real-world threats, and which provides prompt feedback to employees and management to identify employees who need additional training. We also maintain cybersecurity insurance of the types and amounts that we believe to be commercially prudent based on long-term profitable growth, while carefully stewarding the resources entrusted to us. Our commitment to sustainability is reflected inour risk profile.
Sustainability and Human Capital
At Apogee, our Core Values which are the foundation of Apogee’s culture. Our Core Values are integrity, customer-focus, employee involvement and ownership, accountability, safe work environment, one team and respect for the individual.individual are the foundation of our culture, and they are reflected in our commitment to environmental sustainability and to developing our employees to their full potential.
Additional information related to our sustainability efforts, human capital management and environmental responsibility efforts is available on our website at www.apog.com by clicking “Sustainability.”
Sustainability Focus
Our Company-wide commitment to sustainable business practices is focused on delivering long-term profitable growth, while carefully stewarding the resources entrusted to us and delivering products and
services that address our customers’ increasing focus on energy efficiency and reducing their carbon footprint.
Our architectural products and services are key enablers to green building and sustainable design. We have long been at the forefront of developing innovative products and services that conserve resources and help architects and building owners achieve their sustainability goals. Our high-performance thermal framing systems, energy-efficient architectural glass, and other products are designed to help improve building energy efficiency, reduce greenhouse gas emissions, and increase security and comfort for building occupants.
Our commitment to sustainability and environmental stewardship also extends to our own operations. Through our Company-wide Lean initiative we are continually focused on eliminating waste and minimizing resource consumption. We are committed to environmentally sustainable manufacturing practices, and we have policies in place to comply with applicable environmental laws and regulations.
We also strive to make a difference in the communities where we operate. Apogee has a long legacy of giving back to the communities where we do business through volunteerism, donations and financial support. We also work to strengthen the communities where we operate by investing in our business and creating good jobs.
Human Capital Resources
Our commitment to sustainability begins with our people. We are continually focused on strengthening our team to ensure that we have the capabilities in place to consistently deliver for our customers. Apogee has an enterprise-wide talent management program in place to hire, train, and develop a diverse team of employees and leaders. We are also committed to our employees’ safety and wellness, with a
robust workplace safety program, a comprehensive benefits package,benefit packages, and wellness initiatives to promote healthy lifestyles.
Our architectural productsCompetition for qualified employees in the markets and servicesindustries in which we operate is intense, and the success of our Company depends on our ability to attract, select, develop and retain a productive and engaged workforce. Investing in our employees and their well-being, offering competitive compensation and benefits, promoting diversity and inclusion, and adopting positive human capital management practices are key enablers to green buildingcritical components of our corporate strategy.
Health, Wellness and sustainable design. We’ve long been at the forefrontSafety
The safety of developing innovative products and services that conserve resources and help architects and building owners achieve their sustainability goals. Our high-performance thermal framing systems, custom architectural glass coatings and other products help improve building energy efficiency, reduce greenhouse gas emissions, and increase security and comfort for building occupants.
Our commitment to sustainability also extendsour employees is integral to our own operations as well. ThroughCompany. Providing a safe and secure work environment is one of our company-wide Lean Enterprise initiative we are continually focused on eliminating waste and minimizing resource consumption. As a leader in our industry, we are committed to environmentally sustainable manufacturing practiceshighest priorities and we have policies in placedevote significant time and resources to workplace safety. Our safety programs are designed to comply with applicable environmental lawsstringent regulatory requirements and regulations.to meet or exceed best practices in our industry. This commitment requires focus and dedication to fundamental aspects of our business to minimize the risk of accidents, injury, and exposure to health hazards. We utilize a safety culture assessment process along with safety compliance audits to monitor safety programs within our businesses. These assessments and audits provide suggestions for continuous improvement in safety programs and measure employee engagement. In addition, the programs encourage the development of a proactive, inter dependent safety culture in which leadership and employees interact to ensure safety is viewed as everyone’s responsibility.
Finally,We offer comprehensive health and wellness programs for our employees. In addition to standard health programs including medical insurance and preventive care, we have a variety of resources available to employees relating to physical and mental wellness.
The COVID-19 pandemic has magnified the importance of keeping our employees safe and healthy. In response to the COVID-19 pandemic, we have taken actions consistent with recommendations of the U.S. Centers for Disease Control and Prevention and other local, state, and federal government agencies, to protect our employees.
Diversity, Equity and Inclusion
Our diversity, equity and inclusion program promotes a workplace where each employee’s abilities are recognized, respected, and utilized to further the Company’s goals. Our aim is to create an environment where people feel included as a part of a team because of their diversity of outlooks, perspectives, and characteristics, which ultimately adds value for our Company. We strive to create a culture of inclusion, reduce bias in our talent practices, and invest in and engage with our communities. We conduct diversity and code of conduct trainings with employees and managers to make clear our views on diversity and promote an inclusive and diverse workplace, where all individuals feel respected and part of a differenceteam regardless of their race, national origin, ethnicity, gender, age, religion, disability, sexual orientation or gender identity.
Talent Management and Development
Our talent management program is focused on developing employees and leaders to meet the Company’s evolving needs. Managers actively engage with their employees to provide coaching and feedback and identify training and development opportunities to improve performance in the communities where we operate.employee’s current role and to position the employee for future growth. Training and development opportunities include new-hire training, job specific training, stretch assignments, and safety training. The Company also offers leadership development opportunities, such as our Apogee Leadership Program, along with technical training for engineers, designers and our business units have a long legacy of giving backsales staff. In addition, the Company offers an education assistance program in which certain eligible employees receive tuition reimbursement to help defray the communities where we do business through volunteerism, donationscosts associated with their continuing education. Our executive leadership and financial support. We also workHuman Resources teams regularly conduct talent reviews and succession planning to strengthen the communities where we operate by investing in our businessassist with meeting critical talent and creating good jobs.leadership needs.
Information related to our sustainability efforts is available on our website atwww.apog.com by clicking “Sustainability.”
Certain Relationships and Related Transactions
We have established written policies and procedures (the “Related Person TransactionTransactions Policy”) to assist us in reviewing transactions in excess of $120,000 involving our Company and our subsidiaries and Related Persons (“Related Persons Transactions”). A Related Person includes our Company’s directors, director nominees, executive officers and beneficial owners of 5% or more of our Company’s common stock and their respective Immediate Family Members (as defined in our Related Person TransactionTransactions Policy). Our Related Person TransactionTransactions Policy supplements our Code of Business Ethics and Conduct Conflict of Interest Policy, which applies to all of our employees and directors.
Our Related Person TransactionTransactions Policy requires any Related Person Transaction to be promptly reported to the Chair of our Nominating and Corporate Governance Committee. In approving, ratifying or rejecting a Related Person Transaction, our Nominating and Corporate Governance Committee will consider such information as it deems important to determine if the Related Person Transaction is fair to our Company. Our Conflict of Interest Policy requires our employees and directors to report to our General Counsel any potential conflict of interest situations involving any employee or director, or their Immediate Family Members. During fiscal 2020,2022, there were no Related Party Transactions involving a Related Person, as defined in the policy.
NON-EMPLOYEENon-Employee DIRECTOR COMPENSATIONDirector Compensation
Non-Employee Director Compensation Arrangements During Fiscal 20202022
We structure director compensation to attract and retain qualifiednon-employee directors and to further align the interests of directors with the interests of our shareholders.
Our Board of Directors approves the compensation for members of our Board of Directors and Board committeesCommittees based on the recommendations of our Nominating and Corporate Governance Committee. We target compensation for service on our Board of Directors and Board committeesCommittees generally at the 50th percentile for board service at companies in our peer group of companies, using the same peer group used for executive compensation purposes and described under the heading “Peer Group” on pages 39 – 40.purposes. Generally, our Nominating and Corporate Governance Committee reviews and discusses the compensation data and analysis provided by management with reference to a third-party compensation database. Our Chief Executive Officer participates in the discussions on compensation for members of our Board of Directors. Directors who are employees receive no additional compensation for serving on our Board of Directors.
The following table describes the compensation arrangements with ournon-employee directors as of the end of fiscal 2020. Effective as of May 1, 2020, our Board temporarily reduced Board retainer fees by 25% for a period of approximately six months due to the disruption and uncertainties created by theCOVID-19 pandemic. The retainer reductions will be reevaluated as economic conditions become clearer.2022.
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Compensation | Fiscal 2022 | |||||
Annual Cash Retainers: | ||||||
Non-Executive Chair of the Board | $135,000 | |||||
Board Member | 65,000 | |||||
Audit Committee Chair | 30,000 | |||||
Audit Committee Member | 15,000 | |||||
Compensation Committee Chair | 25,000 | |||||
Compensation Committee Member | 10,000 | |||||
Nominating and Corporate Governance Committee Chair | 25,000 | |||||
Nominating and Corporate Governance Committee Member | 10,000 | |||||
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| 105,000 | |||||
Charitable Matching Contributions Program | $2,000 maximum aggregate annual match |
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On |
Annual equity awards to non-employee directors, which may be restricted stock awards of 1,472 shares, having a value of $48,124 on the date of grant to the three 2019 New Directors who were elected to our Board on January 14, 2020. These restricted stock awards vest in
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Restricted Stock Awards and Restricted Stock Unit Awards
Restricted stock awards tonon-employee directors are issued pursuant to our 2019 Director Stock Plan. Eachnon-employee director receives a restricted stockprorated award on the date he or she isthey are first elected to our Board and annually on or about the date of our annual meeting of shareholders if his or hertheir term continues after such meeting. The dollar value of the restricted stock award is determined by our Board of Directors in June of each year, after recommendation by our Nominating and Corporate Governance Committee and in consideration of various factors, including market data and trends. We target the equity-based compensation received bynon-employee directors at approximately the 50th percentile of our peer group of companies. Generally, our Board of Directors determines the dollar value of the annual restricted stock awards in June of each year and prorates the dollar value of the restricted stock award for any director elected or appointed to our Board at a time other than an annual meeting of shareholders. Restricted stockEquity awards generally vest in
three equal annual installments over a three-year vesting period. Upon issuance of the restricted stock, each holder is entitled to the rights of a shareholder, including the right to vote the shares of restricted stock. Generally, we will issue restricted stock unit awards (instead of a restricted stock award)awards) to ournon-employee directors who are not residents of the United States. For restricted stock awards and restricted stock unit awards made pursuant to our 2019 Director Stock Plan, dividends or other distributions (whether cash, stock or otherwise) will accrue during the vesting period and will be paid only upon vesting. Awards will be forfeited upon the termination of a director’s service, unless the director is terminated by the Company due to retirement, death or disability, in which case restricted stock will accelerate and vest. If a change-in-control (as defined in the 2019 Director Stock Plan) occurs, any award shall vest immediately.
Director Deferred Compensation Arrangements
Deferral of Equity Awards
In lieu of receiving a restricted stock award, or restricted stock unit award,non-employee directors have the option to receive a deferred restricted stock unit award, pursuant to the Restricted Stock Deferral Program adopted by our Board under our 2019 Director Stock Plan. By electing to receive a deferred restricted stock unit award, a director can defer receipt of all or a portion of any restricted stock award deferred.award. Eachnon-employee director who receives a deferred restricted stock unit award in lieu of a restricted stockan award receives a credit of shares of our common stock in an amount equal to the number of shares he or sheunits they would have received pursuant to a restricted stockthe award. The account is also credited, as of the crediting date, with an amount equal to the dividend paid on one share of our common stock multiplied by the number of shares or units credited to each account.Non-employee directors receiving a deferred restricted stock unit award may elect to receive the amounts credited to their account at a fixed date, at age 70, or following death or retirement from our Board of Directors. The deferred restricted stock unit awards and related accumulated dividends are paid out in the form of shares of our common stock (plus cash in lieu of fractional shares) either in a lump sum or in installments, at the participating director’s election. This is an unfunded book-entry “phantom stock unit” plan asand no trust or other vehicle has been established to hold any shares of our common stock.
DirectorDeferral of Cash Retainers
Under our prior Deferred Compensation Plan
Our Director Deferred Compensation Plan for Non-Employee Directors, which was adopted by our Board of Directors to encourage ournon-employee directors to increase their ownership of shares of our common stock, thereby aligning their interests in the long-term success of Apogee with that of our other shareholders. Under the plan,effect during fiscal 2022 through December 31, 2021, participants maycould elect to defer all or a portion of their annual cash retainer into deferred stock accounts. There iswas no Company match on amounts deferred by ournon-employee directors under such plan. Each participating director receivesreceived a credit of shares of our common stock in an amount equal to the amount of annual cash retainer deferred divided by the fair market value of one share of our common stock as of the crediting date. These accounts also arewere credited, as of the crediting date, with an amount equal to the dividend paid on one share of our common stock multiplied by the number of shares credited to each account. Participating directors may elect to receive the amounts credited to their accounts at a fixed date, at age 70, or following death or retirement from our Board of Directors. The deferred amounts are paid out in the form of shares of our common stock (plus cash in lieu of fractional shares) either in a lump sum or in installments, at the participating director’s election. This plan is an unfunded, book-entry, “phantom stock unit” plan, as no trust or other vehicle has been established to hold any shares of our common stock.
Effective as of January 1, 2022, non-employee directors could elect to defer all or a portion of their annual cash retainer into the newly adopted 2021 Deferred Compensation Plan for Non-Employee Directors. Under this plan, we credit a participant’s plan account with earnings based on the participant’s investment allocation among a menu of hypothetical investment fund options. An Apogee common stock fund is not one of the investment options available under this plan. Participants may elect to receive the amounts credited to their accounts at a fixed date or following retirement from our Board of Directors. Like the prior plan, all amounts paid under this plan are paid from our general
assets and are subject to the claims of our creditors. The material terms of this plan are otherwise comparable to those of the prior plan.
Charitable Matching Contributions Program forNon-Employee Directors
Under our Charitable Matching Contributions Program forNon-Employee Directors, we match cash or publicly-traded stock contributions made by ournon-employee directors to approved charitable organizations that are exempt from federal income tax up to a maximum aggregate amount of $2,000 per eligiblenon-employee director per calendar year.
Fiscal 20202022 Non-Employee Director Compensation Table
The following table shows the compensation paid to ournon-employee directors for fiscal 2020.2022.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||
Bernard P. Aldrich | 161,250(4) | 105,000 | 39,021 | 305,271 | ||||||||||||
Christina M. Alvord(5) | 9,375 | 48,134 | — | 57,509 | ||||||||||||
Jerome L. Davis(6) | 142,083(7) | — | 20,657 | 162,740 | ||||||||||||
Sara L. Hays(6) | 137,500(7) | — | 19,209 | 156,709 | ||||||||||||
Frank G. Heard(5) | 11,250 | 48,134 | — | 59,384 | ||||||||||||
Lloyd E. Johnson | 93,333 | 105,000 | 1,929 | 200,262 | ||||||||||||
Elizabeth M. Lilly(5) | 10,625 | 48,134 | — | 58,759 | ||||||||||||
Donald A. Nolan | 102,500(8) | 105,000 | 11,713 | 219,213 | ||||||||||||
Herbert K. Parker | 103,333(9) | 105,000 | 3,243 | 211,576 | ||||||||||||
Mark A. Pompa | 79,167 | 105,000 | 2,892 | 187,059 | ||||||||||||
Richard V. Reynolds(6) | 142,083(7) | — | 25,304 | 167,387 | ||||||||||||
Patricia K. Wagner | 88,333 | 105,000 | 1,665 | 194,998 |
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||
Bernard P. Aldrich(4) | 30,000 | — | 42,273 | 72,273 | ||||
Christina M. Alvord | 90,000 | 105,003 | 7,303 | 202,306 | ||||
Frank G. Heard | 90,000 | 105,003 | — | 195,003 | ||||
Lloyd E. Johnson | 95,000 | 105,003 | 12,287 | 212,290 | ||||
Elizabeth M. Lilly | 85,000 | 105,003 | 5,303 | 195,306 | ||||
Donald A. Nolan | 135,000 | 105,003 | 22,748 | 262,751 | ||||
Herbert K. Parker | 115,000 | 105,003 | 8,140 | 228,143 | ||||
Mark A. Pompa | 90,000 | 105,003 | 16,992 | 211,995 | ||||
Patricia K. Wagner | 110,000 | 105,003 | 6,140 | 221,143 |
(1) | Includes cash retainers, including any retainers deferred bynon-employee directors under our |
(2) | The amounts in this column are calculated based on the fair market value of our common stock on the date the award was made in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). On |
Name | Aggregate Number of Shares of Restricted Stock (#) | Aggregate Number of Deferred Restricted Stock Units (#) | Aggregate Number of Restricted Stock Units (#) | |||
Bernard P. Aldrich | 0 | 0 | 0 | |||
Christina M. Alvord | 6,492 | 0 | 0 | |||
Frank G. Heard | 0 | 0 | 6,492 | |||
Lloyd E. Johnson | 0 | 13,294 | 0 | |||
Elizabeth M. Lilly | 6,492 | 0 | 0 | |||
Donald A. Nolan | 2,721 | 16,151 | 0 | |||
Herbert K. Parker | 7,071 | 0 | 0 | |||
Mark A. Pompa | 0 | 13,078 | 0 | |||
Patricia K. Wagner | 7,071 | 0 | 0 |
(3) | This column includes dividends and dividend equivalents paid or accrued on shares of restricted stock and deferred restricted stock unit awards issued pursuant to our 2009 Director Stock Plan; dividends and dividend equivalents accrued on shares of restricted stock, restricted stock units and deferred restricted stock units, issued pursuant to our 2019 Director Stock Plan; dividend equivalents paid on phantom stock units issued pursuant to our |
Name | Dividends Paid on Shares of Restricted Stock ($) | Dividend Equivalents Paid on Shares of Restricted Stock Units and Deferred Restricted Stock Units ($) | Dividend Equivalents Paid on Phantom Stock Units ($) | Matching Contributions under our Charitable Matching Contributions Program for Non-Employee Directors ($) | Total All Other Compen- sation ($) | Dividends Paid or Accrued on Shares of Restricted Stock ($) | Dividend Equivalents Paid or Accrued on Deferred Restricted Stock Units ($) | Dividend Equivalents Paid on Phantom Stock Units ($) | Matching Contributions under our Charitable Matching Contributions Program for Non- Employee Directors ($) | Total All Other Compen- sation ($) | ||||||||||
Bernard P. Aldrich |
1.665 |
— |
35,356 |
2,000 |
39,021 | 1,756 | — | 40,517 | — | 42,273 | ||||||||||
Christina M. Alvord | — | — | — | — | — | 5,303 | — | — | 2,000 | 7,303 | ||||||||||
Jerome L. Davis | — | 4,525 | 14,132 | 2,000 | 20,657 | |||||||||||||||
Sara L. Hays | 1,314 | — | 15,895 | 2,000 | 19,209 | |||||||||||||||
Frank G. Heard | — | — | — | — | — | — | — | — | — | — | ||||||||||
Lloyd E. Johnson | 509 | 1,420 | — | — | 1,929 | — | 10,287 | — | 2,000 | 12,287 | ||||||||||
Elizabeth M. Lilly | — | — | — | — | — | 5,303 | — | — | — | 5,303 | ||||||||||
Donald A. Nolan | — | 5,187 | 6,526 | — | 11,713 | 1,687 | 13,156 | 7,905 | — | 22,748 | ||||||||||
Herbert K. Parker | 1,243 | — | — | 2,000 | 3,243 | 6,140 | — | — | 2,000 | 8,140 | ||||||||||
Mark A. Pompa | — | 1,274 | 1,618 | — | 2,892 | — | 10,111 | 6,881 | — | 16,992 | ||||||||||
Richard V. Reynolds | — | 5,187 | 18,117 | 2,000 | 25,304 | |||||||||||||||
Patricia K. Wagner | 1,665 | — | — | — | 1,665 | 6,140 | — | — | — | 6,140 |
(4) | Mr. Aldrich |
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EXECUTIVE COMPENSATIONExecutive Compensation
Our Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis section with management and the Committee’s independent compensation consultant. Based on its review and discussions with management, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 20202022 Proxy Statement and Annual Report on Form10-K for the fiscal year ended February 29, 2020.26, 2022.
Compensation Committee of the
Board of Directors of Apogee
Patricia K. Wagner,Chair
Bernard P. Aldrich
Elizabeth M. Lilly
Herbert K. Parker
Mark A. Pompa
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes Apogee’s executive compensation program for fiscal 2020,2022, and certain elements of the fiscal 20212023 program. In particular, this section explains how our Compensation Committee (the “Committee”) made decisions related to compensation for our executives, including our Named Executive Officers for fiscal 2020.2022.
Our Named Executive Officers for fiscal 20202022 were:
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Ty R. Silberhorn, Chief Executive Officer and President
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Nisheet Gupta, Executive Vice President and Chief Financial Officer
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Curtis J. Dobler, Executive Vice President and Chief Human Resources Officer
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Brent C. Jewell, President, Architectural Framing Systems segment
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Troy R. Johnson, President, Architectural Services segment
Messrs. Porter,Gupta, Dobler, and Jewell and Ms. BeithonT. Johnson are collectively referred to as our “Other Named Executive Officers” in this Compensation Discussion and Analysis section.
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About Apogee. Our Company is a world leader in the designleading provider of architectural products and development of value-added glass solutionsservices for enclosing commercial buildings, and value-addedhigh-performance glass and acrylic for picture framingproducts used to protect, preserve and enhance the viewing of objects and displays. We have four reporting segments, with manufacturing and fabrication located inthree of the U.S., Canada and Brazil. Forsegments serving the commercial construction market. In fiscal 2020,2022, we had net salesrevenue of approximately $1.38$1.31 billion.
Our StrategyStrategy.
Our strategy is to diversify net sales streams withinIn fiscal 2022, we conducted a holistic strategic review of our business and the commercial constructionmarkets we serve. This review included extensive input from customers and industry and structure the business to provide more stable net sales growth and profit generation over a commercial construction economic cycle. Our strategy is focused on diversificationinfluencers, along with detailed competitive benchmarking. We analyzed our portfolio ofend-sectors served through growth from new geographies, new products, services, and new markets, while improving margins through productivity, integration, project selection initiatives and rigorous cost management.
In an effort to reduce our exposure to the cyclical nature of the large-building segment of the commercial construction industry, we are focused on expanding our capabilities to be ableidentify the best areas for future growth. We also evaluated our operating model to serve small-ensure we have the organizational structure andmid-sized projects capabilities needed to deliver consistent profitable growth. Through this work, we validated the Company’s strengths that we can leverage as we move forward. We also identified several challenges facing the Company and opportunities for improved performance.
Following this review, we established a new enterprise strategy, with three key elements:
1. | Become the economic leader in our target markets. We will achieve this by developing a deep understanding of our target markets and aligning our businesses with clear go-to-market strategies to drive value for our customers through differentiated product and service offerings. We will also build a relentless focus on operational execution, driving productivity improvements, and maintaining a competitive cost structure, so that we may bring more value to our customers and improve our own profitability. |
2. | Actively manage our portfolio to drive higher margins and returns. We intend to shift our business mix toward higher operating margin offerings and improve our return on invested capital performance. We will accomplish this by allocating resources to grow our top |
performing businesses, actively addressing underperforming businesses, and investing to add new differentiated product and service offerings to accelerate our growth. |
3. | Strengthen our core capabilities. We are shifting from our historical, decentralized operating model, to one with center-led functional expertise that enables us to leverage the scale of the enterprise to better support the needs of the business. We are establishing a Company-wide operating system with common tools and processes that are based on the foundation of Lean and Continuous Improvement. This will be supported by a robust talent management program and a commitment to strong governance to ensure compliance and drive sustainable performance. |
During the fiscal year, we began to implement our new strategy, building significant momentum in the transformation of our Architectural Glass segment, growing our North American reach inbusiness. We realigned our Architectural Framing Systems segment to better leverage the scale and continuedcapabilities of the organization, and to bring more clarity and focus on the retrofit and renovation of windows and curtainwall withinin our Architectural Framing Systems and Architectural Glass segments.
In our Architectural Framing systems segment, our focus is to drive margin improvement through increased productivity, cost management and integration/synergy activities, supply chain optimization and new product development. Ingo-to-market approach. We refocused our Architectural Glass segment we completed construction and began operation ofto emphasize differentiated, high value-added products. We also announced our new fabrication facility designedintention to servesmall-sized and quick-turn projects. Inmove the Sotawall business into our Architectural Services segment beginning in fiscal 2023 to create a single, unified offering for larger custom curtainwall projects. During the fiscal year, we began several enterprise transformation initiatives designed to strengthen core processes and systems and provide new capabilities across several functional areas. Finally, we relaunched our emphasis is on maintaining consistent margins through focused project selectionLean and execution, while continuingContinuous Improvement program, adding key talent and developing a set of tools and processes that we will use to deliver long-term organic growth through geographic expansion in line with our available project management capacity.drive improved performance across the enterprise.
Within the LSO segment, our strategy isWe plan to continue to convertexecute this strategy over the domesticnext several years. To measure our progress, we have established three consolidated enterprise financial targets, which we expect to achieve by the end of fiscal year 2025:
Return on Invested Capital (“ROIC”) greater than 12 percent;
operating margin greater than 10 percent; and international custom picture-framing
revenue growth greater than 1.2 times the overall non-residential construction market.
Use of Non-GAAP Financial Measures
ROIC is a non-GAAP financial measure that we define as operating income (adjusted for certain items that are unusual in nature or whose fluctuations from period to period do not necessarily correspond to changes in the operations of the company) after tax, divided by average invested capital. We believe this measure is useful in understanding operational performance and fine art marketscapital allocation over time.
This measure is not calculated in accordance with generally accepted accounting principles (“GAAP”). Certain information necessary to calculate this measure on a GAAP basis is dependent on future events, some of which are beyond our control, and cannot be predicted without unreasonable efforts. This non-GAAP measure should be viewed in addition to, and not as an alternative to, the reported financial results of the Company prepared in accordance with GAAP. Other companies may calculate this measure differently from clear uncoated glass and acrylic products to value-added products that protect art from UV damage and minimize reflection, and to diversify into newer display markets that desireus, thereby limiting the value-added properties that our glass and acrylic products provide.usefulness of the measure for comparison with others.
Our Fiscal 20202022 Performance. Fiscal 2022 was a challenging year for our business due to a downturn in the non-residential construction market, the continuing impact of the COVID-19 pandemic, cost inflation and supply chain issues. During the fiscal 2020,year we advancedembarked on a new strategic direction focusing on three pillars: working to become the economic leader in our strategies to diversify net sales streamstarget markets; actively managing our portfolio; and positionstrengthening our Company to deliver shareholder value throughout the commercial construction economic cycle.core capabilities.
Summary of Fiscal 2022 Financial Results
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Operational Performance | • Operating income was $22.0 million compared to $25.5 million in fiscal 2021.
• Operating margin was 1.7% compared to operating margin of • Net cash provided by operating activities in fiscal 2022 was $100.5 million, compared to
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Shareholder Return |
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Creating Shareholder Value. The chart below compares our Company’s cumulative TSR to our compensation peer group for fiscal 2020 and the Russell 2000 Index for the past one, three and five-year periods
Executive Compensation Philosophy and Practices. Our compensation programs are designed to attract, motivate and retain executive talent to achieve success in both the short-short-term and long-term for our Company; pay for sustainable performance in an ever-changing environment; and align the interests of our executive officers with our shareholders. We continue to refine our executive compensation program to reflect changes in our business strategy and evolving executive compensation practices.
Compensation Practices: (What We Do) | See Page | Executive Compensation Practices We Have Not Implemented or Have Discontinued: (What We Don’t Do) | See Page | See Page | Executive Compensation Practices We Have Not Implemented or Have Discontinued: (What We Don’t Do) | See Page | ||||||
We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short-term and long-term incentive plans. | 37 – 38 | Other than an employment agreement with Mr. Silberhorn and an offer letter with Mr. Gupta when they were hired, we do not have employment contracts for our Named Executive Officers. | 48 – 49 | |||||||||
We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short-term and long-term incentive plans.
| 34 – 35 | We do not have employment contracts for our Named Executive Officers.
We do not pay annual incentive compensation if our Company is not profitable for the year.
We do not provide automobile allowances or pay for club memberships for our Named Executive Officers. | 60
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We review “tally sheets” and realizable pay and performance for our Named Executive Officers and use that information as a factor in making compensation decisions.
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38 | 39 – 40 | We do not pay annual incentive compensation if our Company is not profitable for the year. | 42 – 43 | ||||||||
We mitigate undue compensation risk by utilizing caps on potential payments, multiple financial performance metrics, and different metrics for our annual cash incentives and long-term performance awards, as well as having robust Board and Board Committee processes to identify and manage risk.
| 50 – 51 | We do not believe any of our Company’s compensation programs create risks that are reasonably likely to have a material adverse effect on our Company. | 50 – 51 | 50 | We do not believe any of our Company’s compensation programs create risks that are reasonably likely to have a material adverse effect on our Company. | 50 | ||||||
We havechange-in-control severance agreements with all of our Named Executive Officers that provide benefits only upon a “double trigger.” | 60 – 61 | We do not provide for excise tax“gross-ups” or “single triggers” in ourchange-in-control severance agreements. | 60 – 61 | 59 – 60 | We do not provide for excise tax “gross-ups” or “single triggers” in our change-in-control severance agreements. | 59 – 60 | ||||||
Our equity award agreements for grants made pursuant to our 2009 Stock Incentive Plan and 2019 Stock Incentive Plan have “double trigger”change-in-control provisions for all employees.
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61 | 60 | ||||||||||
We provide minimal perquisites to our executives. | 53 | We do not provide tax reimbursement or tax“gross-ups” on any perquisites, other than annual executive health physicals.
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We have adopted stringent share ownership guidelines, and we review compliance annually. | 49 | We do not reprice underwater stock options or stock appreciation rights. | ||||||||||
We have adopted share ownership guidelines, and we review compliance annually. | 49 | We do not reprice underwater stock options or stock appreciation rights. | 45 – 46 | |||||||||
We evaluate share utilization by annually reviewing overhang and burn rates.
| 40 | We do not pay dividends on unvested equity awards made pursuant to our 2019 Stock Incentive Plan. | 44 | 42 | We do not pay dividends during the restricted periods on unvested equity awards made pursuant to our 2019 Stock Incentive Plan. | |||||||
The Committee benefits from its utilization of a compensation consulting firm that fully meets the stringent independence requirements under the final rules of the Dodd-Frank Act.
| 38 | The Committee’s compensation consulting firm does not provide any other services to our Company other than those requested by our Compensation Committee for executive compensation.
| 38 | 40 – 41 | The Compensation Committee affirmatively concludes that its compensation consultant is independent on an annual basis. | 40 – 41 | ||||||
We have a clawback policy that applies to our Named Executive Officers and certain other executives. | 49 | The Committee’s independent compensation consulting firm does not provide any specific recommendations for compensation for our Named Executive Officers. | 49 | We do not provide tax reimbursement or tax “gross-ups” on any perquisites. | 47 | |||||||
We have a formal hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities.
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We have an anti-hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities and an anti-pledging policy that prohibits executive officers and directors from pledging our shares as collateral for indebtedness. | 49 |
Our Executive Compensation Program. Total compensation for our executive officers includes a mix of short-term and long-term incentive compensation, and fixed and performance-based compensation. The charts below illustrate the fiscal 2022 target mix of short-term and long-term incentives, and fixed and performance-based compensation, for Mr. Silberhorn and our Other Named Executive Officers. This information is used by the Committee as a guideline in making compensation awards for our Named Executive Officers.
The Role of Shareholder Vote on Say on Pay Proposal. Our Company provides our shareholders with the opportunity to cast an advisory vote on our Say on Pay Proposal annually. At our Company’s annual meeting2021 Annual Meeting of shareholdersShareholders held on January 14, 2020, 97%June 23, 2021, 95.2% of the votes cast on the Say on Pay Proposal were voted in favor of ratification of the proposal. The Committee did not make any changes to its programs in response to this vote. The Committee will continue to take into accountconsider the outcome of our Company’s Say on Pay Proposal when making future compensation decisions.
Our Executive Compensation Program. Total compensation includes a mix of short-term and long-term compensation and fixed and performance-based compensation.
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Target Compensation Mix. The charts below illustrate the target mix of short-term and long-term incentives, and fixed and performance-based compensation, for our Chief Executive Officer and Other Named Executive Officers. This information is used by the Committee as a guideline in making compensation awards for our Named Executive Officers.
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Highlights of Fiscal 20202022 Compensation Actions. The following section highlights the Committee’s key compensation decisions for fiscal 2020.2022. These decisions were made after reviewingthe Committee reviewed compensation data provided by the Committee’sits independent compensation consultant.
Base Salaries. For fiscal |
Annual Cash Incentive Payouts. Our annual cash incentive awards are designed to |
• | Long-Term Incentive Awards. Our long-term incentive program for our Other Named Executive Officers |
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Overview of Primary Compensation Elements
The table below provides an overview of the three primary compensation elements used inof our executive compensation program.program in fiscal 2022.
Compensation
| Objective | How Determined | Market | How Impacted by | ||||
Base Salary and Benefits | Attract and retain executive officers through competitive pay and benefit programs. | Individual performance, experience, tenure, competitive market data and executive potential. | Targeted to be around the 50th percentile | |||||
Annual Cash Incentive Compensation (Short-Term Incentive) | Create an incentive for achievement ofpre-defined annual Company financial performance results. |
For actual bonus payouts – performance againstpre-established criteria in our annual cash incentive plan. | Our overall performance results will yield total cash compensation levels as follows:
• Target performance: total cash slightly below the 50th percentile.
• Above target performance: total cash above the 50th percentile. | Payout dependent on achievement ofone-year Company financial performance goals. | ||||
Long-Term Incentive
| Align the interests of executives with shareholders and | Individual performance, company performance, market data and trends, internal equity and executive potential.
New hire, promotion and special awards. Internal equity and market data and trends. | Targeted generally to be at or slightly above the 50th percentile for target performance and up to the 75th percentile for maximum performance. | Performance that increases our stock price increases the value of the restricted stock
awards. |
(1) | Actual pay levels may be above or below the targeted level depending on |
(2) | In fiscal 2022, Mr. Silberhorn’s long-term incentive awards consisted of 40% time-based restricted stock and 60% as a performance award pursuant to the terms of his employment agreement. |
Our compensation program is evaluated annually taking into consideration changes to our business strategy and annual operating plan, the economy and our competitive marketplace, as well asa robust strategic goal setting process, and evolving executive compensation practices.
During the first quarter of each fiscal year, the performance of each of our Named Executive Officers is evaluated based on a subjective assessment of (i) his or hertheir executive leadership; and (ii) achievement of agreed-upon individual business objectives for the just-completed fiscal year. The annual performance evaluation of our Chief Executive Officer is administered by our Nominating and Corporate Governance Committee, with allnon-employee directors participating in the performance evaluation, and the results of the Chief Executive Officer’s annual performance evaluation is reviewed by the Committee and our full Board. Our Chief Executive Officer conducts or participates in the annual performance evaluation of our Other Named Executive Officers and reviews the results with members of the Committee.
In establishing the elements and levels of compensation for a fiscal year, the Committee considers the annual performance evaluations of our Named Executive Officers and reviews its compensation consultant’s independent analyses of compensation based on comparable positions, using both published survey sources and company peer group data to determine our competitive positioning relative to the market. Our Chief Executive Officer makes recommendations to the Committee on compensation for our Other Named Executive Officers, but does not participate in the determination of his own compensation.
The Committee continuously monitors our compensation programs and annually reviews a compensation “tally sheet,” which lists total direct compensation (base salary, annual cash incentive compensation, and long-term incentive awards), perquisites, other elements of executive compensation, and broad-based employee benefits and wealth accumulation through our Company equity and retirement plans for our Named Executive Officers; however, the compensation tally sheets are not used to make actual pay decisions. The Committee assesses historical pay and performance to ensure continued alignment of our compensation programs. However, the Committee generally does not consider compensation earned in prior years in establishing the elements and levels of compensation for a Named Executive Officer in the current fiscal year.
Consulting Assistance, Peer Group and Competitive Market
Compensation Consultant Independence. The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice regarding compensation levels for our executive officers and related matters. In fiscal 2020,2022, the Committee retained the services of Pearl Meyer to assist withthrough December 2021 and in January 2022 retained Willis Tower Watson (“WTW”) for the reviewremainder of overallthe fiscal year. The compensation levels for our executive officers. Pearl Meyerconsultant reports directly to the Committee, and the Committee can replace Pearl Meyerthe compensation consultant or hire additional consultants at any time. During fiscal 2020,2022, Pearl Meyer or WTW, as applicable, attended sixeach Committee meetingsmeeting in person or by telephone,video conference, including executive sessions as requested, and consulted with the Chair of the Committee between meetings.
As required under the Dodd-Frank Act, the Committee has analyzed whether the work of Pearl Meyer or WTW, as its compensation consultant, raises any conflict of interest, taking into consideration the following factors under this act:the Nasdaq listing rules: (i) neither Pearl Meyer does not providenor WTW provides any other services to our Company;Company, except that WTW provided brokerage services for the Company’s property insurance and surety bonds; (ii) the amount of fees from our Company paid to Pearl Meyer and WTW is less than 1% of each of Pearl Meyer’s and WTW’s total revenue; (iii) Pearl Meyer’s and WTW’s
policies and procedures were designed to ensure independence; (iv) neither Pearl Meyer does not havenor WTW, nor any member of their respective consulting teams, has any business or personal relationship with any executive officer of our Company, and no member of their consulting teams has any business or personal relationship with any member of the Committee; and (v) neither Pearl Meyer nor WTW, nor any member of itstheir respective consulting team,teams, owns any stock of our Company. In fiscal 2022, the Company paid WTW $14,477 for executive and board compensation support and $178,793 for brokerage services. All brokerage services performed by WTW and their affiliated companies were approved by management and performed at the direction of management in the ordinary course of business.
The Committee has determined, based on its analysis of the above factors, that Pearl Meyer isand WTW are independent of our Company and the work of Pearl Meyer and WTW (and the individual compensation advisors employed by Pearl Meyer)Meyer and WTW) as compensation consultantconsultants to the Committee, hasand the additional services provided by WTW, have not created anya conflict of interest. The Committee will continue to annually monitor the independence of its compensation consultant on an annual basis.consultant.
Peer Group. The selection criteria identified for determining and reviewing our Company’s peer group generally include:
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Companies with revenue within a similar range (0.33 to 3.0 multiple).
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Companies with market capitalization within a similar range (0.33 to 3.0 multiple).
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Companies with market capitalization to revenue ratio of 0.5 or greater.
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Companies in the same or similar industries.
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Companies with business model similarity, which may include the following:
– | Coatings for special purposes (e.g., protective, UV, etc.); |
– | Construction materials, primarily for commercial or industrial applications; |
– | Specialized/customized product lines; |
– | Heavy-duty manufacturing operations and project-directed manufacturing; and |
– | Project-based businesses. |
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Companies in the same geographic location (to a lesser degree).
Companies included in the prior-year |
Compensation actions taken during fiscal 2020, including the determination of fiscal 2020 base salaries, annual cash incentive targets and restricted stock awards, were based on the15-company peer group, listed below.to help ensure year-over-year consistency (where appropriate).
Based on the foregoing selection criteria, Cornerstone Building Brands, Inc. was replaced by American Woodmark Corporation for fiscal 2022. The following 15 firms served as the Company’s peer group for fiscal 2022.
| • Griffon Corporation | |||
• American Woodmark Corporation |
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Competitive Market. The Committee relies on its independent compensation consultant to help define the appropriate competitive market using a combination of the peer group companies and compensation surveys that contain market compensation information forsimilarly-sized organizations. The information on the competitive market is used by the Committee:
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As an input in designing our compensation plans and philosophy;
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As an input in assessing and developing base salary adjustments, annual cash incentive targets and long-term incentive ranges;
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To benchmark the form and mix of long-term incentive awards;
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To assess the competitiveness of total direct compensation awarded to our Named Executive Officers and certain of our other executives; and
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To benchmark dilution and overhang levels (dilutive impact on our shareholders of equity compensation) and annual burn rate (the aggregate shares awarded as a percentage of total outstanding shares).
Fiscal 20202022 Individual Compensation Actions
Fiscal 2020 Annual Performance Accomplishments. The performance during fiscal 2020 of each of our Named Executive Officers was evaluated based on a subjective assessment of (i) his or her executive leadership; and (ii) achievement against his or her individual business objectives for fiscal 2020. Below is certain information regarding each Named Executive Officer’s individual business objectives for fiscal 2020 and accomplishments against those objectives.
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Base Salary. Base salary reflects a fixed portion of the overall compensation package and is the base amount from which certain other compensation elements are determined. In making salary adjustments, the Committee considers the executive’s base salary relative to the market, our compensation philosophy and other factors, such as individual performance against business plans, leadership, initiatives, experience, knowledge and job criticality. The Committee decided not to provide merit increases to our Named Executive Officers forFor fiscal 2021. The Company implemented temporary base salary reductions of 25% for2022, our Chief Executive Officer, and 20% for our Other Named Executive Officers fordid not receive a period of approximately six months due to the disruption and uncertainties created by theCOVID-19 pandemic. These base salary reductions will be reevaluated as economic conditions become clearer.increase. Messrs. Gupta, Dobler and Jewell received base salary increases ranging from 1.96% to 2.44%, and Mr. T. Johnson received an increase of 10.29%.
Below is information on the base salaries of our Named Executive Officers for fiscal 2020 and temporarily reduced base salaries for fiscal 2021.2022.
Base Salary | ||||||||||||||
Name | Fiscal 2020 Base Salary ($) | Percent Increase in Fiscal 2020 (%) | Temporarily Reduced Fiscal 2021 Base Salary ($) | Percent Decrease in Fiscal 2021 (%) | ||||||||||
Joseph F. Puishys | 935,000 | 0.0 | 701,250 | (25.0) | ||||||||||
James S. Porter | 448,000 | 3.0 | 358,400 | (20.0) | ||||||||||
Curtis J. Dobler | 385,000 | N/A | 308,000 | (20.0) | ||||||||||
Brent C. Jewell | 361,000 | 3.1 | 328,000(1) | (20.0) | ||||||||||
Patricia A. Beithon | 371,000 | 3.1 | 296,800 | (20.0) |
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Base Salary | ||||
Name | Fiscal 2022 Base Salary ($) | Percent Increase in Fiscal 2022 vs 2021 (%) | ||
Ty R. Silberhorn | 800,000 | 0.0 | ||
Nisheet Gupta | 520,000 | 1.96 | ||
Curtis J. Dobler | 393,000 | 2.08 | ||
Brent C. Jewell | 420,000 | 2.44 | ||
Troy R. Johnson | 375,000 | 10.29 |
Annual Cash Incentive Compensation. Annual cash incentive awards are designed to reward short-termcreate an incentive for achievement of annual financial performance results. These results are based on achievement relative tomeasured against objective financial goals set forth in the annual operating plan approved by our Board of Directors.
The actual annual cash incentive awards to be paid to participants may be adjusted downwardearned below or above target based on the achievement of one or more additional predetermined, objective performance goals based on the annual operating plan approved by our Board of Directors. At least one of the additional predetermined, objective performance goals must be met at the threshold level in order for any annual cash incentive to be paid to an executive.In addition, if our Company is not profitable, no annual cash incentives will be paid even if the other goals are at or above threshold.threshold.
Generally, if actual results are below threshold performance level for all performance goals or the Company is not profitable, the payout will be zero. If the threshold performance level for one or more, but not all, performance goals is achieved, less than 50% of the target award will be earned based on the weighting allocated to that specific performance goal. If the threshold performance level for all performance goals is achieved, 50% or less of the target award will be earned; if target performance level for all performance goals is achieved, 100% of the target award will be earned; and if maximum performance level for all performance goals is achieved, 200% of the target award will be earned. If the threshold performance level for only one performance goal is achieved and the threshold performance is not achieved for any of the other performance goals, less than 50% of the target award will be earned based on the weighting allocated to that specific performance goal. For any performance between these levels, awards will be interpolated.
Fiscal 20202022 Annual Cash Incentive Payouts.
The tables below set forth certain information with respect to the fiscal 20202022 annual cash incentive award payout ranges as a percentage of the fiscal 20202022 salary for our Named Executive Officers.
Fiscal 2020 Annual Cash Incentive Compensation Ranges | |||||||||||||||
Name | Threshold Payout as a Percentage of Fiscal 2020 Salary (%)(1) | Target Payout as a Percentage of Fiscal 2020 Salary (%)(2) | Maximum Payout as a Percentage of Fiscal 2020 Salary (%)(3) | ||||||||||||
Joseph F. Puishys | 0.00 | 105.00 | 210.00 | ||||||||||||
James S. Porter | 3.75 | 75.00 | 150.00 | ||||||||||||
Curtis J. Dobler | 3.00 | 60.00 | 120.00 | ||||||||||||
Brent C. Jewell | 3.00 | 60.00 | 120.00 | ||||||||||||
Patricia A. Beithon | 3.00 | 60.00 | 120.00 |
Fiscal 2022 Annual Cash Incentive Compensation Ranges | ||||||
Name | Threshold Payout as a Percentage of Fiscal 2022 Salary (%)(1) | Target Payout as a Percentage of Fiscal 2022 Salary (%)(2) | Maximum Payout as a Percentage of Fiscal 2022 Salary (%)(3) | |||
Ty R. Silberhorn | 12.50 | 100 | 200 | |||
Nisheet Gupta | 9.38 | 75 | 150 | |||
Curtis J. Dobler | 7.50 | 60 | 120 | |||
Brent C. Jewell | 7.50 | 60 | 120 | |||
Troy R. Johnson | 7.50 | 60 | 120 |
(1) | Assumes threshold performance level is achieved for only the performance goal with the lowest weighting and is not achieved for any other performance goals. If actual results are below threshold performance level for all performance goals or the Company is not profitable, the payout will be zero. |
(2) | Assumes target performance level is achieved for all performance goals. |
(3) | Assumes maximum performance level is achieved or exceeded for all performance goals. |
The following table outlines the performance goals, weighting and performance levels and actual performance achievement for the fiscal 2022 performance cycle for all Named Executive Officers except for Messrs. Jewell and T. Johnson whose goals for serving as segment leaders are shown in the tables below this one.
Fiscal 2022 Annual Cash Incentive Performance Levels and Actual Performance – Messrs. Silberhorn, Gupta and Dobler | ||||||||||||
Performance Goal | Weighting (%) | Threshold ($) | Target ($) | Maximum ($) | Actual Performance ($) | Percentage Performance Achieved (%) | ||||||
Apogee Net Sales | 25 | 1,206,000,000 | 1,274,681,000 | 1,333,000,000 | 1,313,977,000 | 167.38 | ||||||
Apogee EBIT | 75 | 75,000,000 | 84,640,000 | 101,000,000 | 81,165,000 | 81.98 |
The following table outlines the performance metrics, weighting and performance levels and actual performance achievement for the fiscal 20202022 performance cycle.cycle for Mr. Jewell whose annual cash incentive is based on a combination of corporate performance goals and performance goals for the Architectural Framing Systems (“AFS”) segment.
Fiscal 2020 Annual Cash Incentive Performance Levels and Actual Performance | ||||||||||||||||||
Performance Goal | Weighting (%) | Threshold | Target | Maximum | Actual Performance | Percentage Performance Achieved (%) | ||||||||||||
Net Sales | 25 | $1,414,571,000 | $1,447,500,000 | $1,491,822,000 | 1,387,439,000 | 0.0 | ||||||||||||
EBT | 65 | $108,509,000 | $115,500,000 | $118,368,000 | 79,750,000 | 0.0 | ||||||||||||
DWC(1) | 10 | 57.9 days | 55.4 days | 53.3 days | 56.7 days | 61.8 |
Fiscal 2022 Annual Cash Incentive Performance Levels and Actual Performance – Mr. Jewell | ||||||||||||
Performance Goal | Weighting (%) | Threshold ($) | Target ($) | Maximum ($) | Actual Performance ($) | Percentage Performance Achieved (%) | ||||||
Apogee EBIT | 25 | 75,000,000 | 84,640,000 | 101,000,000 | 81,165,000 | 81.98 | ||||||
AFS Net Sales | 25 | 544,000,000 | 582,300,000 | 611,000,000 | 596,608,000 | 149.86 | ||||||
AFS EBIT | 50 | 36,250,000 | 42,716,000 | 48,220,000 | 34,479,000 | 0.00 |
The following table outlines the performance metrics, weighting and performance levels and actual performance achievement for the fiscal 2022 performance cycle for Mr. T. Johnson whose annual cash incentive is based on a combination of corporate performance goals and performance goals for the Architectural Services segment.
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Fiscal 2022 Annual Cash Incentive Performance Levels and Actual Performance – Mr. T. Johnson | ||||||||||||
Performance Goal | Weighting (%) | Threshold ($) | Target ($) | Maximum ($) | Actual Performance ($) | Percentage Performance Achieved (%) | ||||||
Apogee EBIT | 25 | 75,000,000 | 84,640,000 | 101,000,000 | 81,165,000 | 81.98 | ||||||
Services Net Sales | 25 | 295,000,000 | 315,000,000 | 330,000,000 | 349,386,000 | 200.00 | ||||||
Services EBIT | 50 | 26,000,000 | 30,500,000 | 33,000,000 | 32,743,000 | 189.73 |
The following table sets forth certain information with respect to the fiscal 20202022 annual cash incentive compensation payouts for each of our Named Executive Officers.
Fiscal 2022 Annual Cash Incentive Payouts | Fiscal 2022 Annual Cash Incentive Payouts | |||||||||||||||||||||||||||||||||||||||
Performance Goals | Target Payout Opportunity | Actual Payout | ||||||||||||||||||||||||||||||||||||||
Name | Metric | Weighting(%) | Percent of Fiscal 2022 Salary (%) | Amount ($) | Percent of Target (%) | Formula Payout Amount ($) | Percent of Fiscal 2022 Salary(1) (%) | |||||||||||||||||||||||||||||||||
Ty R. Silberhorn | Apogee Net Sales | 25 | 25.00 | 200,000 | 41.85 | 334,800 | 41.85 | |||||||||||||||||||||||||||||||||
Apogee EBIT | 75 | 75.00 | 600,000 | 61.49 | 491,920 | 61.49 | ||||||||||||||||||||||||||||||||||
Fiscal 2020 Annual Cash Incentive Compensation Payouts |
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100 | 100.00 | 800,000 | 103.34 | 826,720 | 103.34 | |||||||||||||||||||||||||||||||||||
Performance Goals | Potential Payout | Actual Payout |
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Name | Metric | Weighting (%) | Target Payout as a Percent of Fiscal 2020 Salary (%) | Target Payout Level ($) | Percentage of Target (%) | Approved Payout Amount($) | Percent of Fiscal 2020 Salary (%) | |||||||||||||||||||||||||||||||||
Joseph F. Puishys | Net Sales | 25 | 26.25 | 245,437 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||||||||||
EBT | 65 | 68.25 | 638,138 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||||
DWC | 10 | 10.50 | 98,175 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||||
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Nisheet Gupta | Apogee Net Sales | 25 | 18.75 | 97,500 | 41.85 | 163,215 | 31.39 | |||||||||||||||||||||||||||||||||
100 | 105.00 | 981,750 | 0.00 | 0.00 | 0.00 | Apogee EBIT | 75 | 56.25 | 292,500 | 61.49 | 239,811 | 46.12 | ||||||||||||||||||||||||||||
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James S. Porter | Net Sales | 25 | 18.75 | 84,000 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||||||||||
EBT | 65 | 48.75 | 218,400 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||||
DWC | 10 | 7.50 | 33,600 | 61.80 | 20,787 | 3.71 | ||||||||||||||||||||||||||||||||||
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100 | 75.00 | 336,000 | 6.18 | 20,787 | 3.71 | 100 | 75.00 | 390,000 | 103.34 | 403,026 | 77.51 | |||||||||||||||||||||||||||||
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Curtis J. Dobler | Net Sales | 25 | 15.00 | 57,750 | 0.00 | 0.00 | 0.00 | Apogee Net Sales | 25 | 15.00 | 58,950 | 41.85 | 98,682 | 25.11 | ||||||||||||||||||||||||||
EBT | 65 | 39.00 | 150,150 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||||
DWC | 10 | 6.00 | 23,100 | 61.80 | 14,276 | 3.71 | ||||||||||||||||||||||||||||||||||
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Apogee EBIT | 75 | 45.00 | 176,850 | 61.49 | 144,994 | 36.89 | ||||||||||||||||||||||||||||||||||
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100 | 60.00 | 231,000 | 6.18 | 14,276 | 3.71 | 100 | 60.00 | 235,800 | 103.34 | 243,676 | 62.00 | |||||||||||||||||||||||||||||
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Brent C. Jewell | Net Sales | 25 | 11.25 | 58,437 | 0.00 | 0.00 | 0.00 | Apogee EBIT | 25 | 15.00 | 63,000 | 20.50 | 51,660 | 12.30 | ||||||||||||||||||||||||||
EBT | 65 | 29.25 | 151,938 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||||
DWC | 10 | 4.50 | 23,375 | 61.80 | 14,453 | 3.71 | ||||||||||||||||||||||||||||||||||
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100 | 45.00 | 233,750 | 6.18 | 14,453 | 3.71 | AFS Net Sales | 25 | 15.00 | 63,000 | 37.47 | 94,424 | 22.48 | ||||||||||||||||||||||||||||
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| AFS EBIT | 50 | 30.00 | 126,000 | 0.00 | 0 | 0 | |||||||||||||||||||||||||||||
Patricia A. Beithon | Net Sales | 25 | 15.00 | 55,650 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||||||||||
EBT | 65 | 39.00 | 144,690 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||||||||
DWC | 10 | 6.00 | 22,260 | 61.80 | 13,764 | 3.71 | ||||||||||||||||||||||||||||||||||
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100 | 60.00 | 222,600 | 6.18 | 13,764 | 3.71 |
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| 100 | 60.00 | 252,000 | 57.97 | 146,084 | 34.78 | ||||||||||||||||||||||||||||||
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Troy R. Johnson | Apogee EBIT | 25 | 15.00 | 56,250 | 20.50 | 46,125 | 12.30 | |||||||||||||||||||||||||||||||||
Services Net Sales | 25 | 15.00 | 56,250 | 50.00 | 112,500 | 30.00 | ||||||||||||||||||||||||||||||||||
Services EBIT | 50 | 30.00 | 112,500 | 94.87 | 213,458 | 56.92 | ||||||||||||||||||||||||||||||||||
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100 | 60.00 | 225,000 | 165.37 | 372,083 | 99.22 | |||||||||||||||||||||||||||||||||||
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Long-Term Incentive Compensation. We utilize two instruments to deliverOur long-term incentive compensation. The mixprogram is designed to align the interests of executives with shareholders and to focus executives on the achievement of long-term sustained performance, entrepreneurship, and delivery of quality products and services, while creating appropriate retention incentives through the use of multi-year vesting schedules.
In fiscal 2022 our long-term incentive instruments is determined annually by the Committee, andprogram for fiscal 2020 wereour Named Executive Officers (other than Mr. Silberhorn) was comprised of 50% time-based restricted stock awards andtwo-year performance-based awards. We issuetwo-year performance-based 50% performance awards onlywith a three-year performance period, each described in more detail below. Mr. Silberhorn’s long-term incentive award in fiscal 2022 consisted of 40% time-based restricted stock and 60% as a performance award pursuant to the first yearterms of thetwo-year performance cycle (granted every other year using anend-to-end performance cycle).his employment agreement.
Restricted Stock Awards. Each year, the Committee approves a fixed dollar value of the restricted stock award for each executive with a preliminary target fixed dollar value based on a percentage of base salary, after reviewing long-term incentives for comparable roles at peer companies, based on data provided by the just-completed fiscal year.independent compensation consultant. For our Chief Executive Officer, the Committee begins its deliberations with a preliminary targeted fixed dollar value, as a percentage of base salary, which is compared to competitive levels of long-term incentives for comparable chief executive officer positions indetermines the market, based on data provided by the Committee’s independent compensation consultant, and increases or decreases the preliminary targeted fixed dollaraward’s value after considering the results of theour Chief Executive Officer’s most recent annual performance evaluation by ournon-employee directors.evaluation. For our Other Named Executive Officers, our Chief Executive Officer recommends to the Committee a preliminary targeted fixed dollar value, as a percentage of base salary, which is compared to competitive levels of long-term incentives for comparable positions in the market, based on data provided by the Committee’s independent compensation consultant and also recommends increases or decreases in the preliminary targeted fixed dollaraward’s value for each of our Other Named Executive Officers based on his or herthe executive’s contributions to the Company’s performance, future leadership potential, and subjective evaluation of his or hertheir individual performance for the just completed fiscal year.
Restricted stock awards are granted under the 2019 Stock Incentive Plan, and they generally vest in three equal annual installments commencing on April 30 of the year following the date of the award. Upon issuance of the restricted stock, each holder is entitled to the rights of a shareholder, including the right to vote the shares of restricted stock. Restricted stock awards issued pursuant to the 2009 2019
Stock Incentive Plan receive dividends and other distributions during the vesting period; however, restricted stock awards issued pursuant to the 2019 Stock Plan will only accrue dividends and other distributions during the vesting period, and accrued dividends and distributionswhich will be paid only if the restricted stock vests.
On April 25, 2019, the Committee determined that Messrs. Puishys, Porter and Jewell and Ms. Beithon had substantially met his or her individual business objectives for fiscal 2019; however, the Committee used negative discretion in determining the final fixed dollar value of such awards by reducing the preliminary targeted fixed dollar value of the awards based on the Company’s performance during fiscal 2019. Mr. Dobler joined our Company on April 15, 2019 and was awarded a restricted stock award for 10,000 shares, that vests in three equal annual installments commencing on April 15, 2020. Information regarding The following table summarizes the restricted stock awards madegranted to alleach of the Named Executive Officers duringin fiscal 2020 is set forth below.2022.
Fiscal 2020 Restricted Stock Awards | ||||||||||||||||
Name | Restricted Stock Awarded (#) | Value of Award ($)(1) | Percentage of Fiscal 2020 Salary (%) | Grant Price ($)(2) | ||||||||||||
Joseph F. Puishys | 15,971 | 635,806 | 68 | 39.81 | ||||||||||||
James S. Porter | 6,200 | 246,822 | 55 | 39.81 | ||||||||||||
Curtis J. Dobler | 10,000 | 373,000 | 97 | 37.30 | ||||||||||||
Brent C. Jewell | 5,000 | 199,050 | 55 | 39.81 | ||||||||||||
10,000 | 327,000 | 80(3) | 32.70 | |||||||||||||
Patricia A. Beithon | 5,000 | 199,050 | 54 | 39.81 |
Fiscal 2022 Restricted Stock Awards | ||||||||
Name | Restricted Stock Awarded (#) | Value of Award ($)(1) | Percentage of Fiscal 2022 Salary (%) | Grant Price ($)(2) | ||||
Ty R. Silberhorn | 23,048 | 799,996 | 100.00 | 34.71 | ||||
Nisheet Gupta | 12,360 | 429,016 | 82.50 | 34.71 | ||||
Curtis J. Dobler | 7,473 | 259,388 | 66.00 | 34.71 | ||||
Brent C. Jewell | 8,712 | 302,394 | 72.00 | 34.71 | ||||
Troy R. Johnson | 7,779 | 270,009 | 72.00 | 34.71 |
(1) | The value of the award was calculated by multiplying the number of shares of restricted stock awarded by the closing price of our common stock on the |
(2) | The closing price of our common stock on the |
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Two-Year Performance-BasedPerformance Awards. Our Company has grantedDuring fiscal 2022, our Compensation Committee adopted a new long-term incentive plan for our executive officers, including our Named Executive Officers, which includes performance-based awards with a three-year performance period. The Compensation Committee intends to issue performance-based awards annually, with a new, overlapping three-year performance period beginning with each fiscal year’s award. The Compensation Committee adopted the three-year performance awards to replace the two-year performance-basedend-to-end awards as a component ofthat the Company historically issued (other than in fiscal 2021, when the Compensation Committee awarded stock options because the Compensation Committee did not believe it could establish effective long-term incentive compensation since fiscal 2013. The Committee believes thattwo-year performance-based awards provide incentive to focus executives on achievement of specifictwo-year financial performance goals that are aligned with business fundamentals. The Committee also believes that these awards, which are settled in cash, aredue to the uncertainty created by the COVID-19 pandemic) to better instruments for deliveringalign the Company’s long-term incentive compensation than equity-based awards, as they are not dilutive to our shareholders. Thetwo-year performance-based awards are designed to reward sustainable, profitable growth consistentplan with ourmarket practice and the Company’s strategic plan. The Committee evaluates this program regularlyplan and again determined that atwo-yearfinancial performance cycle provides the necessary line of sight to set realistic targets aligned with our Company’s objectives given the cyclicality of our business even though it is a performance cycle that is less than what proxy advisory firms prefer to see.
Thetwo-year performance-based awards areend-to-end awards, havetwo-year performance periods and pay out in two equal annual installments after completion of the performance period. Generally,two-year performance-based awards are made in the first quarter of the first fiscal year of thetwo-year performance period. Thetwo-year performance periods do not overlap; therefore, a grant of this award is made every other year.goals.
Non-overlapping cycles avoid the potential confusion associated with using different targets on the same metric or different metrics in the same year. The earned award is paid out in two equal installments, with 50% of the earned award paid in the first quarter of the year following completion of the performance cycle and the remaining 50% paidone-year later (approximately three-years after commencement of the performance cycle), with each payment contingent on the executive being employed by our Company on the date the payment is made. The Committee believes this payment approach for the earned award promotes retention. 17.2% of our Chief Executive Officer’stwo-year performance-based award is mandatorily deferred pursuant to our Deferred Compensation Plan.
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The Committee determines the dollar value oftwo-year performance-based awards granted to each participating executive at the target performance level based on consideration of individual performance, our Company’s performance, market data and trends, internal equity, executive potential and input from our Chief Executive Officer with respect to our Other Named Executive Officers and other participating executives. The dollar value at the threshold performance level is determined as a percentage of base salary. Generally, if the threshold performance level for all performance goals is achieved, 50% or less of the target award will be earned; if target performance for all performance goals is achieved, 100% of the target award will be earned; and if maximum performance level for all performance goals is achieved, 200% of the target award will be earned. If threshold performance level for only one performance goal is achieved and the threshold performance is not achieved for any of the other performance goals, less than 50% of the target award will be earned based on the weighting allocated for that specific performance goal. For any performance between these levels, awards will be interpolated.
On June 27, 2018, the Committee established the fiscal 2019 – 2020 cash-based performance awards. The Committee determined the dollar value for the fiscal 2019 – 2020 cash-basedawarded performance awards aswith a percentagethree-year performance period of fiscal 2019 base salary at the threshold, target and maximum award levels for each of2022 – 2024 to our Named Executive Officers other than Mr. Dobler, who joined our Company on April 15, 2019.under the 2019 Stock Incentive Plan. The financial performance metricsmetric for thesethe awards wereis average ROIC(33-1/3%), cumulative EPS(33-1/3%) over the three-year performance period, with a target average ROIC of 10.33%. The performance awards will settle 50% in cash and cumulative net sales(33-1/3%).
50% in stock. The following table below sets forth certain information with respect to our fiscal 2019 – 2020 performance-based awards payout ranges as a percentage of salary at threshold, target and maximum performance.performance with respect to our fiscal 2022 – 2024 performance awards, with the potential award amounts presented on a rounded basis.
Fiscal 2019 – 2020 Performance-Based Award Payout Ranges | ||||||||||||||||||||||||||
Threshold Payment(1) | Target Payout(2) | Maximum Payout(3) | ||||||||||||||||||||||||
Name | Performance Period (Fiscal Years) | Award Amount ($) | As a Percentage of Fiscal 2019 Salary (%) | Award Amount ($) | As a Percentage of Fiscal 2019 Salary (%) | Award Amount ($) | As a Percentage of Fiscal 2019 Salary (%) | |||||||||||||||||||
Joseph F. Puishys | 2019 –2020 | 451,917 | 48 | 2,711,500 | 290 | 5,423,000 | 580 | |||||||||||||||||||
James S. Porter | 2019 –2020 | 130,500 | 30 | 783,000 | 180 | 1,566,000 | 360 | |||||||||||||||||||
Curtis J. Dobler(4) | 2019 –2020 | 46,200 | 12 | 277,200 | 72 | 554,400 | 144 | |||||||||||||||||||
Brent C. Jewell | 2019 –2020 | 84,000 | 24 | 504,000 | 144 | 1,008,000 | 288 | |||||||||||||||||||
Patricia A. Beithon | 2019 –2020 | 93,600 | 26 | 561,600 | 156 | 1,123,200 | 312 |
Fiscal 2022 – 2024 Performance-Based Award Payout Ranges(1) | ||||||||||||
Threshold Payment(2) | Target Payout(3) | Maximum Payout(4) | ||||||||||
Name | Award Amount ($) | As a Percentage of Fiscal 2022 Salary (%) | Award Amount ($) | As a Percentage of Fiscal 2022 Salary (%) | Award Amount ($) | As a Percentage of Fiscal 2022 Salary (%) | ||||||
Ty R. Silberhorn | 600,000 | 75.00 | 1,200,000 | 150.00 | 2,400,000 | 300.00 | ||||||
Nisheet Gupta | 195,000 | 37.50 | 390,000 | 75.00 | 780,000 | 150.00 | ||||||
Curtis J. Dobler | 117,900 | 30.00 | 235,800 | 60.00 | 471,600 | 120.00 | ||||||
Brent C. Jewell | 126,000 | 30.00 | 252,000 | 60.00 | 504,000 | 120.00 | ||||||
Troy R. Johnson | 112,500 | 30.00 | 225,000 | 60.00 | 450,000 | 120.00 |
(1) | All award amounts reflected in the table are for the performance period of fiscal years 2022 through 2024. |
(2) | Assumes threshold performance level is achieved for |
Assumes target performance level is achieved for |
Assumes maximum performance level is achieved for |
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Fiscal 2019 – 2020 Performance-Based Award Payouts. The performance goals for our fiscal 2019 – 2020 performance-based awards made pursuant to our Stock Incentive Plan were average ROIC (weighted33-1/3%) cumulative EPS (weighted33-1/3%) and cumulative net sales (weighted33-1/3%).
On April 23, 2020, after completion of the fiscal 2020 audit, the Committee determined that the Company did not meet any of the aggressivetwo-year financial metrics for the fiscal 2019 – 2020 performance-based awards and as a result no amounts were earned pursuant to such awards.
The table below outlines,Dividends or other distributions (whether cash, stock or otherwise) with respect to our fiscal 2019 – 2020 performance-based awards, the performance metrics, weightings,share units will accrue during the three-year performance levelsperiod and actual performance achievement forwill be paid only on the fiscal 2019 – 2020 performance cycle.
Fiscal 2019 – 2020 Performance-Based Payout Metrics and Payout Percentages | ||||||||||||||||||||||
Performance Metric | Weight (%) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Percentage Earned (%) | ||||||||||||||||
Average ROIC | 33-1/3 | 10.2 | % | 11.5 | % | 12.6 | % | 9.1 | % | 0.00 | ||||||||||||
Cumulative EPS | 33-1/3 | $6.20 | $7.17 | $7.91 | $3.95 | 0.00 | ||||||||||||||||
Cumulative Net Sales | 33-1/3 | $2,844,600,000 | $3,003,000,000 | $3,129,000,000 | $2,790,076,000 | 0.00 |
Chief Executive Officer Evaluation Incentive Program. In order to encourage Mr. Puishys to continue to drive growth, operational improvement and successful implementation of our Company’s strategic plan and to remain with our Company, our Board of Directors established an evaluation incentive program for Mr. Puishys. This incentive is aone-year, evaluation-based, cash incentive award.
Any amountsshares earned pursuant toat the CEO evaluation incentive program are mandatorily deferred into our Deferred Compensation Plan. In the case of death, disability or retirement, Mr. Puishys, or his estate, as applicable, will receive apro-rata portionend of the incentive. In the case of achange-in-control, as defined in the incentive agreement, the incentive will be adjusted by the Committee in its sole discretion. The incentive is subject to our Company’s clawback policy.
Fiscal 2020 CEO Evaluation Incentive. The amount of incentive earned, if any, is based upon the average rating Mr. Puishys receives on the annual performance evaluation conducted by our Board and his achievement of his fiscal 2020 individual business objectives. Our Chief Executive Officer’s performance criteria for fiscal 2020 were based upon organizational design and strategy for our Architectural Framing Systems segment, launch of the small project architectural glass fabrication business, and improvement in performance of our Architectural Glass segment.
If Mr. Puishys met or exceeded his individual business objectives, he had the potential to earn an evaluation incentive award between $233,750 at target and $467,500 at maximum, which will then be mandatorily deferred pursuant to our Deferred Compensation Plan. There is no threshold performance level for such an evaluation incentive award and the Compensation Committee may determine, in its sole discretion, to reduce the amount of incentive earned or to not award any incentive, depending upon actual performance achieved.
On April 23, 2020, our Board of Directors determined that Mr. Puishys had substantially met certain areas of his fiscal 2020 individual business objectives and awarded our Chief Executive Officer $210,492, approximately 90.1% of target, which was mandatorily deferred pursuant to our Deferred Compensation Plan, as required by the award agreement.period when shares are issued.
Other Benefit Programs. Executive officers, including our Named Executive Officers, are eligible to participate in our 401(k) Retirement Plan, described under the heading “401(k) Retirement Plan” on page 58, and our Employee Stock Purchase Plan, which allows participants to purchase shares of our Company’s common stock by contributing up to $500 per week, with our Company contributing an amount equal to 15% of the participant’s weekly contributions, on substantially the same terms as all of our other employees. Our executive officers also receive the same health and welfare benefits as those offered to all other full-time employees, with the exception that we offer enhanced long-term disability benefits to our executive officers.
Additionally, our executive officers may participate in our voluntarynon-qualified deferred compensation plans,plan, as described under the headings “Deferred Compensation Plan”heading “Non-Qualified Deferred Compensation” on page 58 and “Legacy Deferred Compensation Plan” on page 58.57.
We have entered intochange-in-control severance agreements with each of our Named Executive Officers. The Committee does not consider specific amounts payable under these arrangements when establishing annual compensation. See“Change-in-Control Severance Agreements” on pages 59 – 60 – 61 and “Executive Benefits and Payments“Payments Upon Termination andChange-in-Control” on pages 6261 – 6362 for more information on these arrangements.
Generally, we do not make perquisites availableIn order to maintain market-competitive benefits and to encourage our Named Executive Officers other thanto focus on their roles at the Company, we provide a limited number of perquisites, including the reimbursement of financial and estate planning fees of up to $2,000 annually, enhanced long-term disability benefits, payment of relocation expenses, reimbursement of annual executive health physical costs up to $3,000 annually and reimbursement of spousal travel expenses for certain Company events. We do not provide tax reimbursement or tax“gross-ups” on any perquisites, other than annual executive health physicals.perquisites.
Silberhorn Employment Agreement. In connection with his assumption of the Chief Executive Officer role, Mr. Silberhorn entered into an Employment Agreement (the “Employment Agreement”) with the Company effective as of January 4, 2021 (the “Commencement Date”).
The Employment Agreement has a three-year term, ending on January 4, 2024 (the “Term”). Pursuant to the Employment Agreement, Mr. Silberhorn is entitled to:
base salary, initially in the amount of $800,000 per year;
the Signing Bonus described below;
participate in the Company’s annual cash incentive plan beginning in fiscal 2022;
participate in the health and welfare benefit programs offered generally by the Company to its executive officers;
restricted stock vesting in equal annual increments over a three-year period, to be awarded with respect to fiscal 2022 performance, the target value of which shall be $800,000 and the actual award of which could be between 0% and 200% of the target award value, depending on achievement of certain business objectives for fiscal 2022; and
a performance award to be awarded with respect to the 2022 – 2024 fiscal year performance cycle, the target value of which shall be $1,200,000 and the actual value of the shares and cash to be awarded pursuant to which could be between 0% and 200% of the target award value, depending on the achievement of certain business objectives over the three-year period.
To replace forfeited compensation earned by Mr. Silberhorn at his previous employer, the Employment Agreement provides that Mr. Silberhorn shall receive the following (collectively, the “Signing Bonus”):
restricted stock of the Company valued at $1,400,000, which will vest in two increments over a five-year period, with the first increment of $500,000 vesting on the second anniversary of the Commencement Date, and the second increment of $900,000 vesting on the fifth anniversary of the Commencement Date (the “Retention Grant”); and
a cash bonus in the amount of $300,000, of which $200,000 shall be payable to Mr. Silberhorn on the first Company payroll date after the Commencement Date, and of which $100,000 shall be payable to Mr. Silberhorn on the first Company payroll date after the first anniversary of the Commencement Date.
For a description of potential payments pursuant to the Employment Agreement in the event that Mr. Silberhorn’s employment is terminated, see “Payments Upon Termination and Change-in-Control” on pages 61 – 62.
The Employment Agreement prohibits Mr. Silberhorn from engaging in any business activities that are competitive with any of the businesses conducted by the Company or its affiliates during his employment with the Company and for a period of two years after termination of his employment, as well as prohibiting solicitation of employees and interference with the Company’s business relationships.
Gupta Offer Letter Agreement. In connection with Mr. Gupta’s appointment as Executive Vice President and Chief Financial Officer, the Company and Mr. Gupta entered into an Offer Letter Agreement, dated May 27, 2020 (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Mr. Gupta is entitled to an initial annual base salary of $510,000 per year and a one-time sign-on bonus of $100,000 (subject to repayment if Mr. Gupta leaves the Company during the first twelve months of his employment). The effectiveness of the Offer Letter is contingent upon the satisfaction of certain customary contingencies.
The Offer Letter also provides for the grant to Mr. Gupta of 20,000 restricted shares of the Company’s common stock on June 15, 2020. Such restricted shares will be subject to a three-year vesting schedule. Assuming continued employment with the Company, one-third of the restricted shares will vest annually over three years, starting on the one-year anniversary of Mr. Gupta’s employment with the Company.
Mr. Gupta will participate in the Company’s annual cash incentive plan, with a target cash incentive of 75% of Mr. Gupta’s base salary (with a range of 0% to 200% of such target) for fiscal 2021, subject to achievement of certain financial performance metrics established by the Board. Mr. Gupta’s Offer Letter states that he was entitled to a minimum fiscal 2021 annual cash incentive payout at target performance level of 75%, prorated for the period of time during which he was employed by the Company during the fiscal year, which equaled $286,875.
Executive Stock Ownership Guidelines
StockWe have stock ownership guidelines for executives have been in place since 2001.our executive officers that require our Chief Executive Officer to achieve an ownership level of five times his annual base salary, certain corporate officers, including Messrs. Dobler and Gupta, to achieve an ownership level of three times their annual base salaries, and segment presidents, including Messrs. Jewell and T. Johnson, to achieve an ownership level of two times their annual base salaries. The Committee monitors compliance with our stock ownership guidelines annually.on a regular basis. Each executive has five years from the date he or she becomesthey become subject to the stock ownership guidelines to meet his or hertheir ownership guideline. If an executive is promoted and the target is increased, an additional three-year period is provided to meet the ownership guideline. For purposes of calculating stock ownership, we include unvested shares of restricted stock but do not include unexercised stock option awards. Shares owned are valued based on the average closing price
As of our common stock for the just completed fiscal year.
The graph below shows the stock ownership guideline for each of our Named Executive Officers and summarizes the shares held as a multiple of base salary for our Named Executive Officers as of February 29, 2020, the last day of fiscal 2020. Currently,April 25, 2022, all of our Named Executive Officers exceed theirare either in compliance with the stock ownership requirements, except Mr. Dobler, who joined our Company on April 15, 2019,guidelines or still within the applicable grace period for achieving these ownership levels.
Anti-Hedging and Mr. Jewell, who joined our Company on May 29, 2018. Both Messrs. Dobler and Jewell are currently on pace to meet our guidelines within five years of joining our Company. None of our Named Executive Officers has pledged shares of our common stock as collateral for personal loans or other obligations.
Hedging PolicyAnti-Pledging Policies
Our Board of Directors believes that the interests of our executive officers, employees and members of our Board of Directors should be aligned with the interests of our shareholders. As a result, we have adopted a hedgingan anti-hedging policy that prohibits all employees and members of our Board of Directors from engaging in the purchase or sale of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our Company’s securities. Our Board of Directors has also adopted an anti-pledging policy, which states that executive officers and directors of the Company are prohibited from, directly or indirectly, pledging, hypothecating, or otherwise encumbering shares of the Company’s common stock as collateral for indebtedness. This prohibition includes, but is not limited to, holding such shares in a margin account or any other account that could cause the Company’s common stock to be subject to a margin call or otherwise be available as collateral for a margin loan. None of our Named Executive Officers have pledged shares of our common stock as collateral for personal loans or other obligations.
Our Board of Directors has adopted a policy regarding “clawbacks” for Named Executive Officers and other key executives for performance-based short-term and long-term incentive compensation plans as of March 3, 2014.plans. The policy provides the Board the discretion to clawback incentive compensation awarded or paid during the three-year period preceding the date of a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws.
Section 162(m) of the U.S. Internal Revenue Code (“Section 162(m)”) imposes a $1,000,000 annual deduction limit on compensation payable to certain current and former named executive officers. The Compensation Committee intends to pay competitive compensation consistent with our philosophy to attract, retain and motivate executive officers to manage our business in the best interests of the Company and our shareholders. The Compensation Committee, therefore, may choose to providenon-deductible compensation to our executive officers if it deems such compensation to be in the best interests of Apogeethe Company and our shareholders.
Prior to the Tax Cuts and Jobs Act (the “Act”), Section 162(m) permitted a deduction for compensation in excess of $1,000,000 paid to a covered executive if specified requirements related to our performance were met and shareholder approval was obtained. The Act eliminated the exception to the deduction limit for qualified performance-based compensation (and broadened the application of the deduction limit to certain current and former executive officers who previously were exempt from such limit). However, the Act also included a transition provision which exempts from the above changes performance-based compensation payable under a written binding agreement that was in effect on November 2, 2017, if such agreement is not subsequently materially amended. As a result of the transition rule, certain performance-based awards that were outstanding as of November 2, 2017 but which may vest and pay out in future tax years may be fully deductible if they qualify for transition relief.
Various programs, including our benefit plans that provide for deferrals of compensation are subject to Section 409A of the Internal Revenue Code. We have reviewed such plans for compliance with Section 409A and believe that they are in compliance.comply.
During fiscal 2020,2022, the Committee, with the assistance of its independent compensation consultantconsultant(s) and management, assessed risk in our compensation plans, practices and policies. In performing this risk assessment, the Committee considered:
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The Committee annually assesses the risk of our compensation programs, policies and practices. The Committee does not believe any of ourdetermined that the Company’s compensation programspractices and policies do not create risks that are reasonably likely to have a material adverse effect on the Company. In performing this risk assessment, the Committee considered:
The mix of fixed and variable compensation;
The mix of short-term and long-term incentive compensation;
The extent to which performance metrics are directly reflected in our Company.audited financial statements or other objective reports;
The relative weighting of the performance metrics;
The likelihood that achievement of performance metrics could have a material impact on our financial performance in succeeding fiscal periods;
The various compensation risk control mitigation features in our compensation plans, including balanced financial performance metrics that include net sales, earnings and operational metrics;
Multiple financial performance metrics for our annual cash incentive and long-term incentive plans;
Different financial performance metrics for our annual cash incentive and long-term incentive plans;
Appropriate maximum caps on our annual cash incentive and long-term performance-based incentive plans and annual equity awards;
Management stock ownership guidelines; and
Our clawback and hedging policies.
The following table sets forth the total compensation in all capacities for fiscal 2020, 20192022, 2021 and 20182020 awarded to our Named Executive Officers.
Summary Compensation Table
Summary Compensation Table | ||||||||||||||||||||||||||||||||
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compen- sation ($)(2) | Change in Pension Value and Non- Qualified Deferred Compen- sation Earnings ($)(3) | All Other Compen- sation ($)(4) | Total ($) | ||||||||||||||||||||||||
Joseph F. Puishys | 2020 | 935,000 | 635,806 | 210,492 | — | 41,606 | 1,822,904 | |||||||||||||||||||||||||
Chief Executive | | 2019 2018 |
| | 935,000 928,077 |
| | — — |
| | 727,420 935,002 |
| | 544,264 2,013,116 |
| | — | | | 43,852 43,387 |
| | 2,250,536 3,919,582 |
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James S. Porter | 2020 | 446,000 | 246,822 | 20,787 | — | 19,922 | 733,531 | |||||||||||||||||||||||||
Executive Vice | 2019 | 435,000 | — | 219,923 | 114,840 | — | 17,455 | 787,218 | ||||||||||||||||||||||||
2018 | 432,571 | — | 250,700 | 522,093 | — | 15,961 | 1,221,325 | |||||||||||||||||||||||||
Curtis J. Dobler(5) | 2020 | 340,577 | 216,724(6) | 373,000 | 14,276 | — | 93,564 | 1,038,141 | ||||||||||||||||||||||||
Executive Vice President, | ||||||||||||||||||||||||||||||||
Brent C. Jewell(7) | 2020 | 387,577 | 526,050 | 14,453 | — | 15,583 | 943,663 | |||||||||||||||||||||||||
President, | 2019 | 267,885 | 44,560 | 258,300 | 55,440 | 13,557 | 639,742 | |||||||||||||||||||||||||
Patricia A. Beithon | 2020 | 369,308 | 199,050 | 13,764 | 64,537 | 20,009 | 666,668 | |||||||||||||||||||||||||
General Counsel and | 2019 | 360,000 | — | 157,088 | 76,032 | (15,210) | 18,715 | 596,625 | ||||||||||||||||||||||||
2018 | 357,923 | — | 179,850 | 374,000 | 24,347 | 18,030 | 954,150 |
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other sation ($)(4) | Total ($) | ||||||||||||||||
Ty R. Silberhorn(5) | 2022 | 800,000 | 100,000 | (6) | 1,399,993 | — | 826,720 | 72,935 | 3,199,648 | |||||||||||||||
Chief Executive Officer and | 2021 | 123,077 | 200,000 | 1,399,997 | — | — | 36,239 | 1,759,313 | ||||||||||||||||
Nisheet Gupta(5) | 2022 | 518,654 | — | 624,017 | — | 403,026 | 32,269 | 1,577,966 | ||||||||||||||||
Executive Vice President | 2021 | 362,855 | 329,500 | 464,800 | 274,548 | 57,375 | 15,635 | 1,504,713 | ||||||||||||||||
Curtis J. Dobler | 2022 | 391,923 | — | 377,298 | — | 243,676 | 20,260 | 1,033,157 | ||||||||||||||||
Executive Vice President, | 2021 | 346,500 | 88,800 | 253,540 | 220,941 | 46,200 | 36,549 | 992,530 | ||||||||||||||||
2020 | 340,577 | 216,724 | 373,000 | — | 14,276 | 93,564 | 1,038,141 | |||||||||||||||||
Brent C. Jewell | 2022 | 418,654 | — | 428,391 | — | 146,084 | 25,511 | 1,018,640 | ||||||||||||||||
President Architectural | 2021 | 369,000 | 151,201 | 362,200 | 235,470 | 73,799 | 32,214 | 1,223,884 | ||||||||||||||||
2020 | 387,577 | — | 526,050 | — | 14,453 | 15,583 | 943,663 | |||||||||||||||||
Troy R. Johnson(5) | 2022 | 370,289 | — | 382,504 | — | 372,083 | 21,574 | 1,146,450 | ||||||||||||||||
President Architectural | ||||||||||||||||||||||||
(1) | The amounts shown in this column represent the grant date fair value of the restricted stock awards |
The amounts for fiscal 2022 also include the grant date fair value of the target payout amounts for the unit-based portion of the fiscal 2022 – 2024 performance awards as follows: Mr. Silberhorn, $599,997; Mr. Gupta, $195,001; Mr. Dobler, $117,910; Mr. Jewell, $125,997; and Mr. T. Johnson, $112,495. The maximum payout amounts for the unit-based portion of the fiscal 2022 – 2024 performance awards are as follows: Mr. Silberhorn, $1,199,994; Mr. Gupta, $390,002; Mr. Dobler, $235,820; Mr. Jewell, $251,994; and Mr. T. Johnson, $224,990. Further information regarding the fiscal 2022 awards is included in the “Fiscal 2022 Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal 2022 Year-End” tables on pages 53 – 54 and 55 – 56, respectively. |
(2) | The amounts shown in this column represent the grant date fair value of the option awards granted in fiscal 2021. These amounts are calculated in accordance with FASB ASC Topic 718 using the binomial lattice model and based on the assumptions set forth in Note 12, Share-Based Compensation, to our fiscal 2022 Audited Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 26, 2022. The stock options vest in equal installments on June 30, 2022 and June 30, 2023 and have a ten year term. No stock option may be exercised for a gain of more than $12.66 per share (i.e., the difference between the exercise price ($23.04) per share and the maximum price ($35.70) per share may not exceed $12.66). |
(3) | The amounts in this column |
The amounts in this column for fiscal 2019 for our Chief Executive Officer represents the annual cash incentive award of $345,576 and evaluation incentive of $198,688, which was deferred into our Deferred Compensation Plan, and for our Other Named Executive Officers represents only the annual cash incentive awards.
The amount in this column for fiscal 2018 represents the full earned amount of the fiscal 2017 – 2018 performance-based awards for thetwo-year performance cycle made pursuant to our 2009 Stock Incentive Plan, reported in a single year as required by applicable SEC rules. Actual payments of the earned fiscal 2017 – 2018 performance-based awards were made intwo-equal installments following the performance period and are contingent on active employment on each applicable payment date. For our Chief Executive Officer, $307,896 of the $1,785,794 of the amount earned of the fiscal 2017 – 2018 performance-based award was mandatorily deferred pursuant to our Deferred Compensation Plan, and the balance of the award was paid out in two equal annual installments. The first payment of the fiscal 2017 – 2018 performance-based awards was made on May 11, 2018 and the second payment was made on March 15, 2019. The amount in this column for fiscal 2018 for our Chief Executive Officer also includes the fiscal 2018 CEO evaluation incentive award of $227,322, which was mandatorily deferred into our Deferred Compensation Plan.
The following table sets forth information with respect to fiscal 2018non-equity incentive plan compensation for our Named Executive Officers.
Name | Fiscal Year | Annual Cash Incentive Awards Earned ($) | Two-Year Performance- Based Awards Earned ($) | CEO Evaluation Incentive | ||||||||||||
Joseph F. Puishys | 2018 | 0 | 1,785,794 | 227,322 | ||||||||||||
James S. Porter | 2018 | 0 | 522,093 | N/A | ||||||||||||
Curtis J. Dobler | 2018 | N/A | N/A | N/A | ||||||||||||
Brent C. Jewell | 2018 | N/A | N/A | N/A | ||||||||||||
Patricia A. Beithon | 2018 | 0 | 374,000 | N/A |
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Name | Fiscal Year | Change in Pension Value ($) | Above Market Earnings on Amounts Deferred Pursuant to our Legacy Deferred Compensation Plan ($) | |||
Joseph F. Puishys | 2020 | — | — | |||
2019 | — | — | ||||
2018 | — | — | ||||
James S. Porter | 2020 | — | — | |||
2019 | — | — | ||||
2018 | — | — | ||||
Curtis J. Dobler | 2020 | — | — | |||
2019 | — | — | ||||
2018 | — | — | ||||
Brent C. Jewell | 2020 | — | — | |||
2019 | — | — | ||||
2018 | — | — | ||||
Patricia A. Beithon | 2020 | 63,899 | 638 | |||
2019 | (18,187) | 2,977 | ||||
2018 | 20,482 | 3,865 |
(4) | The following table shows each component of the “All Other Compensation” column for each of our Named Executive Officers for fiscal |
Name | Perquisites ($) | Executive Health Physical Reimbursement ($) | Company Matching Contributions to Defined Contribution Plans ($)(a) | Dividends or Earnings on Stock Awards ($)(b) | Total All Other Compensation ($) | |||||||||||
Joseph F. Puishys | 7,403(c) | 700 | 9,800 | 23,703 | 41,606 | |||||||||||
James S. Porter | 1,140(d) | — | 10,778 | 8,004 | 19,922 | |||||||||||
Curtis J. Dobler | 76,592(e) | 9,847 | 7,125 | 93,564 | ||||||||||||
Brent C. Jewell | 3,140(f) | — | 6,218 | 6,225 | 15,583 | |||||||||||
Patricia A. Beithon | 1,140(d) | — | 12,741 | 6,128 | 20,009 |
Name | Company Matching Contributions to Defined Contribution Plans ($)(a) | Dividends Paid or Accrued on Stock Awards ($)(b) | Total All Other Compensation ($) | |||
Ty R. Silberhorn | 16,593 | 56,342 | 72,935 | |||
Nisheet Gupta | 9,867 | 22,402 | 32,269 | |||
Curtis J. Dobler | 3,746 | 16,514 | 20,260 | |||
Brent C. Jewell | 2,000 | 23,511 | 25,511 | |||
Troy R. Johnson | 5,262 | 16,312 | 21,574 |
(a) |
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Name | 401(k) Retirement Plan Matching Contributions ($) | Employee Stock Purchase Plan 15% Matching Contributions ($) | 401(k) Retirement Plan Matching Contributions ($) | Employee Stock Purchase Plan 15% Matching Contributions ($) | Total Company Matching Contributions ($) | |||||||
Joseph F. Puishys | 9,800 | — | ||||||||||
James S. Porter | 9,218 | 1,560 | ||||||||||
Ty R. Silberhorn | 14,335 | 2,258 | 16,593 | |||||||||
Nisheet Gupta | 9,867 | — | 9,867 | |||||||||
Curtis J. Dobler | 9,847 | — | 3,746 | — | 3,746 | |||||||
Brent C. Jewell | 6,218 | — | 2,000 | — | 2,000 | |||||||
Patricia A. Beithon | 9,621 | 3,120 | ||||||||||
Troy R. Johnson | 3,893 | 1,369 | 5,262 |
(b) |
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Consists of |
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The following table sets forth information for our Named Executive Officers concerning the following plan-based awards made during fiscal 2020:2022: (i) estimated possible payouts for fiscal 20202022 annual cash incentive awards; (ii) the grant date value of the restricted stock awards; and (iii) estimated possible payouts for the fiscal 2020 CEO evaluation incentive award.2022 - 2024 performance awards.
Fiscal 2022 Grants of Plan-Based Awards
Fiscal 2020 Grants of Plan-Based Awards | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | ||||||||||||||||||||||
Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | ||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | ||||||||||||||||||||
Joseph F. Puishys | ||||||||||||||||||||||||
Fiscal 2020 annual cash incentive | 6/26/19 | 0 | 981,750 | 1,963,500 | — | — | ||||||||||||||||||
Restricted stock | 4/25/19 | — | — | — | 15,971 | 635,806 | ||||||||||||||||||
Fiscal 2020 CEO evaluation incentive | 4/25/19 | — | (4) | 233,750 | 467,500 | — | — | |||||||||||||||||
James S. Porter | ||||||||||||||||||||||||
Fiscal 2020 annual cash incentive | 6/26/19 | 16,800 | 336,000 | 672,000 | — | — | ||||||||||||||||||
Restricted stock | 4/25/19 | — | — | — | 6,200 | 246,822 | ||||||||||||||||||
Curtis J. Dobler | ||||||||||||||||||||||||
Fiscal 2020 annual cash incentive | 6/26/19 | 11,550 | 231,000 | 462,000 | — | — | ||||||||||||||||||
Restricted stock | 4/15/19 | — | — | — | 10,000 | 373,000 | ||||||||||||||||||
Brent C. Jewell | ||||||||||||||||||||||||
Fiscal 2020 annual cash incentive | 6/26/19 | 11,688 | 233,750 | 467,500 | — | — | ||||||||||||||||||
Restricted stock | 4/25/19 | — | — | — | 5,000 | 199,050 | ||||||||||||||||||
Restricted Stock | 1/14/20 | — | — | — | 10,000 | 327,000 | ||||||||||||||||||
Patricia A. Beithon | ||||||||||||||||||||||||
Fiscal 2020 annual cash incentive | 6/26/19 | 11,130 | 222,600 | 445,200 | — | — | ||||||||||||||||||
Restricted stock | 4/25/19 | — | — | — | 5,000 | 199,050 |
Name | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | Estimated Future Payments Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | ||||||||||||||||||||||||||||||||||||||||
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold # |
Target # |
Maximum # | ||||||||||||||||||||||||||||||||||||||||
Ty R. Silberhorn | |||||||||||||||||||||||||||||||||||||||||||||
Fiscal 2022 annual cash incentive | 4/20/2021 | 100,000 | 800,000 | 1,600,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Restricted stock | 4/20/2021 | — | — | — | — | — | — | 23,048 | 799,996 | ||||||||||||||||||||||||||||||||||||
Fiscal 2022—2024 performance award | 4/20/2021 | 300,000 | 600,000 | 1,200,000 | 8,643 | 17,286 | 34,572 | — | 599,997 | ||||||||||||||||||||||||||||||||||||
Nisheet Gupta | |||||||||||||||||||||||||||||||||||||||||||||
Fiscal 2022 annual cash incentive | 4/20/2021 | 48,750 | 390,000 | 780,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Restricted stock | 4/20/2021 | — | — | — | — | — | — | 12,360 | 429,016 | ||||||||||||||||||||||||||||||||||||
Fiscal 2022—2024 performance award | 4/20/2021 | 97,500 | 195,000 | 390,000 | 2,809 | 5,618 | 11,236 | — | 195,001 | ||||||||||||||||||||||||||||||||||||
Curtis J. Dobler | |||||||||||||||||||||||||||||||||||||||||||||
Fiscal 2022 annual cash incentive | 4/20/2021 | 29,475 | 235,800 | 471,600 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Restricted stock | 4/20/2021 | — | — | — | — | — | — | 7,473 | 259,388 | ||||||||||||||||||||||||||||||||||||
Fiscal 2022—2024 performance award | 4/20/2021 | 58,950 | 117,900 | 235,800 | 1,699 | 3,397 | 6,794 | — | 117,910 | ||||||||||||||||||||||||||||||||||||
Brent C. Jewell | |||||||||||||||||||||||||||||||||||||||||||||
Fiscal 2022 annual cash incentive | 4/20/2021 | 31,500 | 252,000 | 504,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Restricted stock | 4/20/2021 | — | — | — | — | — | — | 8,712 | 302,394 | ||||||||||||||||||||||||||||||||||||
Fiscal 2022—2024 performance award | 4/20/2021 | 63,000 | 126,000 | 252,000 | 1,815 | 3,630 | 7,260 | — | 125,997 | ||||||||||||||||||||||||||||||||||||
Troy R. Johnson | |||||||||||||||||||||||||||||||||||||||||||||
Fiscal 2022 annual cash incentive | 4/20/2021 | 28,125 | 225,000 | 450,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Restricted stock | 4/20/2021 | — | — | — | — | — | — | 7,779 | 270,009 | ||||||||||||||||||||||||||||||||||||
Fiscal 2022—2024 performance award | 4/20/2021 | 56,250 | 112,500 | 225,000 | 1,621 | 3,241 | 6,482 | — | 112,495 |
(1) | These columns show the range of possible payouts under the fiscal |
Amounts to be earned pursuant to the fiscal 2020 annual cash incentive awards are based on results achieved against financial performance goals. The fiscal 2020 CEO evaluation incentive award is based on the assessment by our Board of Mr. Puishys’ achievement of his individual business objectives for fiscal 2020 as reflected in the CEO’s annual performance evaluation conducted by our Board.
Amounts shown in the “Threshold” column assume threshold performance level is achieved for only the performance goal with the lowest weighting and is not achieved for any other performance goals. Amounts shown in the “Target” and “Maximum” columns assume target and maximum performance levels, respectively, are achieved for all performance goals.
The fiscal 2020 annual cash incentive award payouts and fiscal 2020 CEO evaluation incentive are included in the “Summary Compensation Table” on pages 51 – 53 in the column titled“Non-Equity Incentive Plan Compensation” and described under the headings “Fiscal 2020 Annual Cash Incentive Payouts” on pages 43 – 44 and “Fiscal 2020 CEO Evaluation Incentive” on page 48.
(2) |
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(3) | This column shows the restricted stock awards made on April |
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The grant date fair value of the restricted stock awards |
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Outstanding Equity Awards at FiscalYear-End
The following table summarizes the equity awards held by our Named Executive Officers as of February 29, 2020,26, 2022, the last day of fiscal 2020.2022.
Outstanding Equity Awards at Fiscal 2022 Year-End
Outstanding Equity Awards at Fiscal 2020 Year-End | ||||||||||||||||||||||||
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | ||||||||||||||||||
Joseph F. Puishys | 8/22/2011 | (3) | 100,341 | 8.34 | 8/22/2021 | — | — | |||||||||||||||||
— | — | — | — | 5,719 | (4) | 172,657 | ||||||||||||||||||
— | — | — | — | 11,577 | (5) | 349,510 | ||||||||||||||||||
— | — | — | — | 15,971 | (6) | 482,164 | ||||||||||||||||||
James S. Porter | — | — | — | — | 1,533 | (4) | 46,281 | |||||||||||||||||
— | — | — | — | 3,500 | (5) | 105,665 | ||||||||||||||||||
— | — | — | — | 6,200 | (6) | 187,178 | ||||||||||||||||||
Curtis J. Dobler | — | — | — | — | 10,000 | (7) | 301,900 | |||||||||||||||||
Brent C. Jewell | — | — | — | — | 3,000 | (8) | 90,570 | |||||||||||||||||
5,000 | (6) | 150,950 | ||||||||||||||||||||||
10,000 | (9) | 301,900 | ||||||||||||||||||||||
Patricia A. Beithon | — | — | — | — | 1,100 | (4) | 33,209 | |||||||||||||||||
— | — | — | — | 2,500 | (5) | 75,475 | ||||||||||||||||||
— | — | — | — | 5,000 | (6) | 150,950 |
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Name | Option Grant Date | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | ||||||||||||||||||||||||||||||||||||
Ty R. Silberhorn | — | — | — | — | — | — | — | 17,286 | (4) | 787,032 | |||||||||||||||||||||||||||||||||||
| — | — | — | — | — | 45,662 | (5) | 2,078,991 | — | — | |||||||||||||||||||||||||||||||||||
| — | — | — | — | — | 23,048 | (6) | 1,049,375 | — | — | |||||||||||||||||||||||||||||||||||
Nisheet Gupta | 6/30/2020 | (7) | 54,800 | — | 23.04 | 6/30/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | — | 5,618 | (4) | 255,788 | ||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 13,333 | (8) | 607,051 | — | — | ||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 12,360 | (6) | 562,751 | — | — | ||||||||||||||||||||||||||||||||||||
Curtis J. Dobler | 6/30/2020 | (7) | 44,100 | — | 23.04 | 6/30/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | — | 3,397 | (4) | 154,665 | ||||||||||||||||||||||||||||||||||||
| — | — | — | — | — | 3,333 | (9) | 151,751 | — | — | |||||||||||||||||||||||||||||||||||
| — | — | — | — | — | 9,333 | (10) | 424,931 | — | — | |||||||||||||||||||||||||||||||||||
| — | — | — | — | — | 7,473 | (6) | 340,246 | — | — | |||||||||||||||||||||||||||||||||||
Brent C. Jewell | 6/30/2020 | (7) | 47,000 | — | 23.04 | 6/30/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | — | 3,630 | (4) | 165,274 | ||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 1,667 | (11) | 75,899 | — | — | ||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 3,333 | (12) | 151,751 | — | — | ||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 13,333 | (10) | 607,051 | — | — | ||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 8,712 | (6) | 396,657 | — | — | ||||||||||||||||||||||||||||||||||||
Troy R. Johnson | 6/30/2020 | (7) | 39,000 | — | 23.04 | 6/30/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||
— | — | — | — | — | — | — | 3,241 | (4) | 147,563 | ||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 3,333 | (13) | 151,751 | — | — | ||||||||||||||||||||||||||||||||||||
| — | — | — | — | — | 6,667 | (10) | 303,549 | — | — | |||||||||||||||||||||||||||||||||||
| — | — | — | — | — | 7,779 | (6) | 354,178 | — | — |
(1) | The exercise price for all stock options is 100% of the closing price of our common stock on the |
(2) | The market value is calculated by multiplying |
(3) | Includes the performance share unit portion of the Performance Awards with three-year performance periods until payout. At the beginning of each performance period, the threshold, |
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(4) | Represents the performance share unit portion of Performance Awards made on April 20, 2021, for the three-year performance period beginning on the first day of fiscal 2022 and ending on the last day of fiscal 2024, which will only be earned if the predetermined goal for the performance period is met. The number of shares in this column is equal to the target number of performance share units. |
For each of our Named Executive Officers, the number of shares of our common stock that may be earned as a payout based on threshold, target and maximum performance levels during the three-year performance period is set forth below.
Estimated Future Payouts Based On Performance Level | |||||||||||||||||
Name | Performance Period | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||
Ty R. Silberhorn | Fiscal 2022 - 2024 |
| 8,643 |
| 17,286 |
| 34,572 | ||||||||||
Nisheet Gupta | Fiscal 2022 - 2024 |
| 2,809 |
| 5,618 |
| 11,236 | ||||||||||
Curtis J. Dobler | Fiscal 2022 - 2024 |
| 1,699 |
| 3,397 |
| 6,794 | ||||||||||
Brent C. Jewell | Fiscal 2022 - 2024 |
| 1,815 |
| 3,630 |
| 7,260 | ||||||||||
Troy R. Johnson | Fiscal 2022 - 2024 |
| 1,621 |
| 3,241 |
| 6,482 |
(5) | Represents an unvested restricted stock award granted on January 4, 2022, which vests 16,308 shares on January 4, 2023, and 29,354 shares on January 4, 2026. |
(6) | Represents an unvested restricted stock award granted on April |
(7) | Represents a stock option award that vests in equal installments on June 30, 2022 and June 30, 2023, and has a 10-year term. |
(8) | Represents an unvested restricted stock award granted on June 15, 2020, which vests in three equal annual installments commencing on June 15, 2021. |
(9) | Represents an unvested restricted stock award granted on April 15, 2019, which vests in three equal annual installments commencing on April 15, 2020. |
(10) | Represents an unvested restricted stock award granted on April 23, 2020, which vests in three equal annual installments commencing on April 30, |
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Represents an unvested restricted stock award granted on April 25, 2019, which vests in three equal annual installments commencing on April 30, 2020. |
Represents an unvested restricted |
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(13) | Represents an unvested restricted stock award granted on January 14, 2020, which vests in three equal annual installments commencing on January 14, |
Option Exercises and Stock Vested
The following table sets forth information on options exercised and restricted stock awards vested during fiscal 20202022 for each of our Named Executive Officers.
Fiscal 2022 Option Exercises and Stock Vested
Option Awards | Stock Awards | |||||||
Name | Number of Shares Acquired on Exercise # | Value Realized on Exercise $(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | ||||
Ty R. Silberhorn | — | — | — | — | ||||
Nisheet Gupta | — | — | 6,667 | 261,280 | ||||
Curtis J. Dobler | — | — | 8,001 | 283,009 | ||||
Brent C. Jewell | — | — | 11,667 | 424,765 | ||||
Troy R. Johnson | — | — | 8,667 | 316,460 |
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Includes shares of restricted stock that |
The value realized is calculated by multiplying |
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Legacy Officers’ Supplemental Executive Retirement Plan
Our Legacy Officers’ Supplemental Executive Retirement Plan (“Legacy SERP”) is anon-qualified, defined benefit retirement plan in which only six current or former members of senior management participate, including Ms. Beithon, who is our only Named Executive Officer who is a participant in the plan. Our Legacy SERP was amended in October 2008 so that no benefits will accrue to participants after December 31, 2008.
Benefits under our Legacy SERP are based on a participant’s highest average compensation for the five highest consecutive, completed calendar years of annual compensation during the last 10 years of employment. For purposes of calculating Legacy SERP benefits, compensation is divided into two categories: base salary and bonus compensation. Bonus compensation is the participant’s annual cash incentive compensation but does not include equity or deferred compensation (when received).
Benefits under our Legacy SERP are calculated as an annuity equal to a participant’s years of service to our Company multiplied by the sum of 2% of his or her average monthly base salary and 4% of his or her average monthly bonus compensation, offset by benefits to be received under social security, our 401(k) Retirement Plan and our other defined contribution pension plans from contributions made by our Company. The maximum number of years of service that will be credited to any participant is 20 years. Benefits payable are generally a single life annuity unless the participant has made an election to receive a joint and survivor annuity or10-year term certain and life annuity (both of which would be a reduced monthly benefit). Alump-sum payment is not available.
Under our Legacy SERP, the normal retirement age is 65 and a participant must be at least 55 years old to be eligible for benefits. If a participant retires from or terminates his or her employment with our Company on or after age 55 and elects to receive benefits prior to age 65, the participant’s monthly benefit will be reduced five-ninths of one percent for each of the first 60 months and five-eighteenths of one percent for each of the next 60 months by which the annuity starting date precedes the calendar month in which the participant would attain age 65.
Fiscal 2020 Pension Benefits Table
The following table shows the present value of accumulated benefits under our Legacy SERP as of February 29, 2020, the measurement date used in preparing our fiscal 2020 audited financial statements included in our Annual Report on Form10-K for the fiscal year ended February 29, 2020, years of service credit and payments during fiscal 2020 for Ms. Beithon, our only Named Executive Officer who participates in our Legacy SERP.Our Chief Executive Officer is not a participant in our Legacy SERP.
Fiscal 2020 Pension Benefits
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Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | ||||
Patricia A. Beithon | Legacy SERP | 9 | 653,489 | — |
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We provide ourtax-qualified 401(k) Retirement Plan to substantially all of our U.S.-based,non-union employees and union employees at two of our manufacturing facilities, who are scheduled to work more than 1,000 hours in a plan year. A participating employee may elect to contribute up to 60% of eligible earnings on apre-tax basis into his or her 401(k) Retirement Plan account. We make a matching contribution for all of our eligible U.S.-based,non-union employees equal to 100% of the first 1% and 50% of the next 5% of the eligible compensation that the employee contributes to the plan, and matching contributions are made by our Company for union employees according to the terms of union contracts. Our employees are fully vested in their own contributions and become fully vested in our matching contributions aftertwo-years of vesting service.
Non-Qualified Deferred Compensation
Our Deferred Compensation Plan is anon-qualified deferred compensation plan for a select group of management and other highly compensated employees of our Company and our subsidiaries, including our Named Executive Officers. For the 2019, 20182021, 2020 and 20172019 calendar years, approximately 219, 212243, 238 and 193219 of our employees, respectively, were eligible to participate in our Deferred Compensation Plan and approximately 238224 employees are eligible for the 20202022 calendar year. Our Deferred Compensation Plan allows for deferrals by participants of up to 75% of base salary and sales commissions, and up to 100% of bonuses and other cash or equity-based compensation approved by the Committee, and also provides that we may establish rules permitting a participant to defer performance-based compensation up to six months prior to the end of a performance period. There is no maximum dollar limit on the amount that may be deferred by a participant each year. A participant in our Deferred Compensation Plan may elect to have the participant’s account credited with earnings and investment gains and losses by assuming that deferred amounts were invested in one or more of 17 hypothetical investment fund options selected by the participant, which had investment returns ranging from 2.11%(5.04)% to 39.02%40.21% for calendar 2019.2021. An Apogee common stock fund is not one of the investment options available under our Deferred Compensation Plan.Plan. Participants are permitted to change their investment elections at any time. We may also make discretionary contributions to a participant’s account under our Deferred Compensation Plan, and our Company will designate a vesting schedule for each such contribution. The participants are always 100% vested in the amount they defer, and the earnings, gains and losses credited to their accounts. Participants are entitled to receive a distribution from their account upon: a separation from service, a specified date, death, disability, retirement (as defined in our Deferred Compensation Plan), or unforeseeable emergency
that results in “severe financial hardship” that is consistent with the meaning of such term under Section 409A of the Internal Revenue Code. Distributions are in a lump sum, installments or a combination of lump sum with installments based upon the participant’s election as allowed under our Deferred Compensation Plan. Our Deferred Compensation Plan is an unfunded obligation of Apogee, and participants are unsecured creditors of Apogee.
Legacy Deferred Compensation Plan
Our Legacy Deferred Compensation Plan is anon-qualified deferred compensation plan for a select groupNone of management or highly compensated employees of our Company and subsidiaries; however, in October 2010, the plan was amended to prohibit any future participant deferrals to the plan after our fiscal 2011. A participant in our Legacy Deferred Compensation Plan may choose to have his or her account credited with the applicable interest rate as set forth in the plan or credited with earnings and investment gains and losses by assuming the deferred amounts were invested in one or more of 17 hypothetical investment fund options selected by the participant, which had investment returns ranging from 2.11% to 39.02% for calendar 2019. For amounts deferred for plan years beginning on or after January 1, 2010, the applicable interest rate, which is not considered to be an “above-market” interest rate, is the monthly average yield for the last calendar month of the prior fiscal year on U.S. Treasury securities adjusted to a constant maturity of 10 years. For amounts deferred for plan years beginning prior to January 1, 2010, the applicable interest rate, which may be considered to be an “above-market” interest rate, is the greater of the following rates: (i) the sum of one andone-half percent(1-1/2%) plus the monthly average yield for
the last calendar month of the prior fiscal year on U.S. Treasury securities adjusted to a constant maturity of 10 years; or(ii) one-half of the rate of Apogee’safter-tax return on beginning shareholders’ equity for the prior fiscal year. Our Legacy Deferred Compensation Plan is an unfunded obligation of Apogee, and participants are unsecured creditors of Apogee. Distributions are in either a lump sum or installments.
The table below provides information on our Named Executive Officers’ compensation earned with respect to fiscal 2020 and deferred underOfficers participate or have a balance in our Deferred Compensation Plan and Legacy Deferred Compensation Plan.
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Potential Payments Upon Termination or Following aChange-in-Control
Payments Made Upon Termination
We do not have any employment agreements, employment arrangements or general severance plans covering our Named Executive Officers. Except as discussed below, if the employment of any of our Named Executive Officers is voluntarily or involuntarily terminated, no additional payments or benefits will accrue or be owed to him or her,them, other than what the Named Executive Officer has accrued and is vested in under our benefit plans, discussed above, including under the heading “Retirement Plan Compensation.” Any severance benefits payable to our Named Executive Officers not triggered by achange-in-control“Non-Qualified would be determined by the Compensation Committee at its discretion.Deferred Compensation” discussed above.
Except as discussed below, or in connection with achange-in-control, a voluntary or involuntary termination will not trigger an acceleration of the vesting of any outstanding equity awards, subject to the Compensation Committee’s discretion to accelerate the awards.
In the event a Named Executive Officer retires prior to the end of a performance period for a performance award, the Named Executive Officer will be entitled to receive a pro-rata payment (based on the amount of time elapsed between the beginning of the performance period and the date of termination) after the end of the performance period based on the level of achievement of the performance metric. In the event a Named Executive Officer retires after the performance period, they will be entitled to receive, if not yet paid, the performance award.
Payments Made Upon Termination Without Cause or For Good Reason
Mr. Silberhorn’s Employment Agreement provides that, if his employment is terminated during the Term by the Company without “Cause” (as defined in the Employment Agreement) or by him for “Good Reason” (as defined in the Employment Agreement), and Mr. Silberhorn executes a written release substantially in the form attached as an exhibit to the Employment Agreement, Mr. Silberhorn shall be entitled to:
severance equal in amount to one year of Mr. Silberhorn’s then-current annual base salary;
continued medical and dental insurance coverage, at the Company’s cost, for Mr. Silberhorn and his eligible dependents on the same basis as in effect at the date of his termination, for the earlier to occur of a period of twelve months from the date of his termination or the date on which Mr. Silberhorn becomes eligible for benefits from his successor employer;
automatic acceleration of any unvested shares of the Retention Grant Agreement; and
any previously earned but unpaid amounts to which he was entitled as of the date of termination.
Payments Made Upon Disability
Under the terms of the Apogee Enterprises, Inc. Short-Term and Long-Term Disability Plans, each of our Named Executive Officers who participates in such plans is eligible for a disability benefit. All of our Named Executive Officers have elected to participate in our enhanced Long-Term Disability Plan and are eligible for a disability benefit that is equal to 100% of his or hertheir monthly base salary during the first three months of disability and 60% of his or hertheir monthly base salary up to a maximum of $15,000 per month thereafter.
If the employment of any of our Named Executive Officers is terminated due to disability, the terms of our stock option and restricted stock agreements provide for the immediate vesting of such awards.
Pursuant In the event employment is terminated prior to the termsend of a performance period for a performance award, the Named Executive Officer will be entitled to receive a pro-rata payment (based on the amount of time elapsed between the beginning of the CEO evaluation incentive awardperformance period and the portiondate of histwo-year performance-based awards received by Mr. Puishys that must be mandatorily deferred, Mr. Puishys will receivetermination) after the full-valueend of the deferred amountsperformance period based on the level of achievement of the performance metric. In the event employment is terminated after the performance period, the Named Executive Officer will be entitled to receive, if not yet paid, the performance award.
Mr. Silberhorn’s Employment Agreement and Retention Grant Agreement provide that, if his employment is terminated during the Term because Mr. Silberhorn dies or becomes “Totally Disabled” (as defined in the Employment Agreement), Mr. Silberhorn or his spouse or estate, as the case may be, shall be entitled to:
any amounts due to disability.Mr. Silberhorn for base salary through the date of termination;
any other unpaid amounts to which Mr. Silberhorn is entitled as of the date of termination, including any amounts that Mr. Silberhorn is entitled to under any benefit plan of the Company in accordance with the terms of such plan; and
automatic acceleration of any unvested shares of the Retention Grant (as defined in the Employment Agreement).
The terms of our stock option and restricted stock agreements provide for the immediate vesting of such awards in the event of the Named Executive Officer’s death.
PursuantIn the event of death prior to the termsend of a performance period for a performance award, the Named Executive Officer’s estate will be entitled to receive a pro-rata payment (based on the amount of time elapsed between the beginning of the CEO evaluation incentive awardsperformance period and the portiondate of histwo-year performance-based awards received by Mr. Puishys that must be mandatorily deferred, Mr. Puishys’death) after the end of the performance period based on the level of achievement of the performance metric. In the event of death after the performance period, the Named Executive Officer’s estate will be entitled to receive, if not yet paid, the full-valueperformance award.
See the description of payments due to Mr. Silberhorn’s spouse or estate upon his death, as described in the deferred amounts.foregoing section “Payments Made Upon Disability”.
Change-in-Control Severance Agreements
The Committee believes that offering achange-in-control program provides executive officers a degree of security in the event of a corporate transaction and allows for better alignment of executive officer and shareholder interests. We have entered into achange-in-control severance agreement (the “CIC Severance Agreement”) with each of our Named Executive Officers. Our CIC Severance Agreement is designed to retain our executive officers and provide for continuity of management in the event of an actual or threatened“Change-in-Control of Apogee” (as defined in the CIC Severance Agreement).
Our CIC Severance Agreement contains a “double trigger” for benefits, which means that there must be both a“Change-in-Control of Apogee” and a termination of the executive’s employment for the provisions to apply. It provides that, in the event of a“Change-in-Control of Apogee,” each executive officer who is a party to an agreementof our Named Executive Officers will have specific rights and receive specified benefits if the executive officer is terminated without “Cause” (as defined in the CIC Severance Agreement) or the executive officer voluntarily terminates his or hertheir employment for “Good Reason” (as defined in the CIC Severance
Agreement) withintwo-years after the“Change-in-Control of Apogee.” In these circumstances, our Named Executive Officers will each receive a severance payment equal to two times his or hertheir annual base salary and annual cash incentive at target level performance for such fiscal year. In addition, all
unvested stock options and restricted stock awards held by the executive officer that have not vested by the employment termination date will be immediately vested on such date. Our CIC Severance Agreement provides that, for a24-month period following a“Change-in-Control of Apogee,” our Company will continue to provide medical and dental insurance coverage for the executive officer and the executive officer’s dependents or will reimburse the executive officer for the cost of obtaining substantially similar benefits. No benefits will be paid to the executive officer pursuant to the CIC Severance Agreement unless the executive officer executes and delivers to Apogee a release of claims.
We do not provide a taxgross-up payment for any excise tax liability under Internal Revenue Code Section 4999 related to Section 280G excess parachute payments.
Our CIC Severance Agreements contain a“best-net-benefit” provision which provides that, in the event that payments under the agreements trigger excise tax for the executive officer, the executiveNamed Executive Officer, such officer has the option of either reducing the severance payment, if the net benefit is greater than paying the excise tax, or paying the excise tax himself or herself.themselves.
To receive these severance benefits, the executive officer shall not: (1) solicit, directly or indirectly, any of our existing or prospective customers, vendors or suppliers for a purpose competitive to our business or to encourage such customers, vendors or suppliers to terminate business with us; (2) solicit, directly or indirectly, any of our employees to terminate his or hertheir employment; or (3) engage in or carry on, directly or indirectly, in certain geographic markets a business competitive with our business, for a period of12- or24-months following termination of employment.
The CIC Severance Agreements continue through December 31 of each year and provide for automatic extension forone-year terms prior to aChange-in-Control unless we give prior notice of termination.
The terms of the agreements fortwo-year performance-based awards provide that in the event of aChange-in-Control prior to the end of a performance period, the performance period is deemed to end on the date of theChange-in-Control and our Named Executive Officers are entitled to retain performance-based awards, to the extent earned, as adjusted for the truncated performance period. The terms of the restricted stock agreements for awards made pursuant to our 2009 Stock Incentive Plan and 2019 Stock Incentive Plan contain a “double trigger” for acceleration of vesting upon aChange-in-Control, which means that there must be both aChange-in-Control and the Named Executive Officer’s employment must be terminated by the Company without “Cause” (as defined in the restricted stock agreement)CIC Severance Agreement) or by the Named Executive Officer for “Good Reason” (as defined in the restricted stock agreement)CIC Severance Agreement) in order for all stock options and shares of restricted stock that have not vested by the Employment Termination Date to vest. InFor performance awards, the event of a“Change-in-Control of Apogee,” Mr. Puishysperformance period will receiveend on the full-valuedate of the CEO evaluation incentive awardsChange-in-Control, and the portion ofaward will be adjusted by the CEO’sCompensation Committee in its sole discretion. If a two-yearChange-of-Control performance-based awards that were mandatorily deferred.occurs after the performance period, the Company will pay any unpaid amount earned during the performance period.
Payments Upon Termination andor Change-in-Control
The table below shows potential payments to our Named Executive Officers upon certain terminations pursuant to disability, death and achange-in-control of our Company.Company, as well as potential payments to Mr. Silberhorn upon termination without “Cause” or for “Good Reason” (as defined in his Employment Agreement). The table below assumes that disability, death or the termination of employment occurred, or thechange-in-control was effective as of February 28, 2020,25, 2022, the last trading day of fiscal 2020.2022. The amounts shown are estimates of the amounts that would be paid to the executivesNamed Executive Officers upon termination of employment or thechange-in-control, in addition to the base salary and bonus earned by our Named Executive Officers for fiscal 2020. We have not included payments or benefits that are fully vested and disclosed in the “Fiscal 2020 Pension Benefits” table or the “Fiscal 2020 Deferred Compensation” table.2022. The actual amounts to be paid can only be determined at the actual time of a Named Executive Officer’s termination of employment.
Name | Type of Payment | Payments Upon Disability ($) | Payments Upon Death ($) | Payments After a Change-in-Control without Termination ($) | Payments Upon Involuntary or Good Reason Termination After a Change-in-Control Occurs ($) | |||||||||||||
Joseph | Cash Severance Payment | — | — | — | 3,833,500 | (1) | ||||||||||||
F. | Health Insurance Benefits | — | — | — | 27,198 | |||||||||||||
Puishys | Reimbursement of Legal Costs | — | — | — | — | (2) | ||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 1,004,331 | (3) | 1,004,331 | (3) | — | 1,004,331 | (3) | |||||||||||
CEO Evaluation Incentive | 233,750 | (4) | 233,750 | (4) | 233,750 | (4) | 233,750 | (4) | ||||||||||
Deferred Compensation | 2,564,983 | (5) | 2,564,983 | (5) | 2,564,983 | (5) | 2,564,983 | (5) | ||||||||||
Disability Payments | 368,751 | (6) | — | — | — | |||||||||||||
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Total | 4,171,815 | 3,803,064 | 2,798,733 | 7,663,762 | ||||||||||||||
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James | Cash Severance Payment | — | — | — | 1,568,000 | (1) | ||||||||||||
S. | Health Insurance Benefits | — | — | — | 27,199 | |||||||||||||
Porter | Reimbursement of Legal Costs | — | — | — | — | (2) | ||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 339,124 | (3) | 339,124 | (3) | — | 339,124 | (3) | |||||||||||
Disability Payments | 246,999 | (6) | — | — | — | |||||||||||||
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Total | 586,123 | 339,124 | — | 1,934,323 | ||||||||||||||
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Curtis | Cash Severance Payment | — | — | — | 1,232,000 | (1) | ||||||||||||
J. | Health Insurance Benefits | — | — | — | 35,724 | |||||||||||||
Dobler | Reimbursement of Legal Costs | — | — | — | — | (2) | ||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 301,900 | (3) | 301,900 | (3) | — | 301,900 | (3) | |||||||||||
Disability Payments | 231,246 | (6) | — | — | — | |||||||||||||
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Total | 533,146 | 301,900 | — | 1,569,624 | ||||||||||||||
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Brent | Cash Severance Payment | — | — | — | 1,312,000 | (1) | ||||||||||||
C. | Health Insurance Benefits | — | — | — | 29,940 | |||||||||||||
Jewell | Reimbursement of Legal Costs | — | — | — | — | (2) | ||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 543,420 | (3) | 543,420 | (3) | — | 543,420 | (3) | |||||||||||
Disability Payments | 237,501 | (6) | — | — | — | |||||||||||||
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Total | 780,921 | 543,420 | — | 1,885,360 | ||||||||||||||
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Patricia | Cash Severance Payment | — | — | — | 1,187,200 | (1) | ||||||||||||
A. | Health Insurance Benefits | — | — | — | 9,838 | |||||||||||||
Beithon | Reimbursement of Legal Costs | — | — | — | — | (2) | ||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 259,634 | (3) | 259,634 | (3) | — | 259,634 | (3) | |||||||||||
Disability Payments | 227,751 | (6) | — | — | — | |||||||||||||
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Total | 487,385 | 259,634 | — | 1,456,672 | ||||||||||||||
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Name | Type of Payment | Payments Upon Disability ($) | Payments Upon Death ($) | Payments upon Termination without Cause or for Good Reason ($) | Payments Upon Involuntary or Good Reason Termination After a Change-in- Control Occurs ($) | |||||||||||||
Ty R. Silberhorn | Cash Severance Payment | — | — | 800,000 | (1) | 3,200,000 | (1) | |||||||||||
Health Insurance Benefits | — | — | 19,787 | 39,574 | ||||||||||||||
Reimbursement of Legal Costs | — | — | — | (2) | — | (2) | ||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 3,128,366 | (3) | 3,128,366 | (3) | 2,078,991 | (3) | 3,128,366 | (3) | ||||||||||
Performance Awards | — | (4) | — | (4) | — | 1,387,032 | (5) | |||||||||||
Disability Payments | 335,000 | (7) | — | — | — | |||||||||||||
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Total |
| 3,463,366 |
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| 3,128,366 |
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| 2,898,778 |
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| 7,754,972 |
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Nisheet Gupta | Cash Severance Payment | — | — | — | 1,820,000 | (1) | ||||||||||||
Health Insurance Benefits | — | — | — | 39,574 | ||||||||||||||
Reimbursement of Legal Costs | — | — | — | — | (2) | |||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 1,169,802 | (3) | 1,169,802 | (3) | — | 1,169,802 | (3) | |||||||||||
Stock Options | 693,768 | (6) | 693,768 | (6) | — | 693,768 | (6) | |||||||||||
Performance Awards | — | (4) | — | (4) | — | 450,788 | (5) | |||||||||||
Disability Payments | 264,999 | (7) | — | — | — | |||||||||||||
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Total | 2,128,569 | 1,863,570 | — | 4,173,932 | ||||||||||||||
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Curtis J. Dobler | Cash Severance Payment | — | — | — | 1,257,600 | (1) | ||||||||||||
Health Insurance Benefits | — | — | — | 39,574 | ||||||||||||||
Reimbursement of Legal Costs | — | — | — | — | (2) | |||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 916,929 | (3) | 916,929 | (3) | — | 916,929 | (3) | |||||||||||
Stock Options | 558,306 | (6) | 558,306 | (6) | — | 558,306 | (6) | |||||||||||
Performance Awards | — | (4) | — | (4) | — | 272,565 | (5) | |||||||||||
Disability Payments | 233,250 | (7) | — | — | — | |||||||||||||
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Total |
| 1,708,485 |
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| 1,475,235 |
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| — |
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| 3,044,974 |
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Brent C. Jewell | Cash Severance Payment | — | — | — | 1,344,000 | (1) | ||||||||||||
Health Insurance Benefits | — | — | — | 31,461 | ||||||||||||||
Reimbursement of Legal Costs | — | — | — | — | (2) | |||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 1,231,359 | (3) | 1,231,359 | (3) | — | 1,231,359 | (3) | |||||||||||
Stock Options | 595,020 | (6) | 595,020 | (6) | — | 595,020 | (6) | |||||||||||
Performance Awards | — | (4) | — | (4) | — | 291,274 | (5) | |||||||||||
Disability Payments | 240,000 | (7) | — | — | — | |||||||||||||
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Total | 2,066,379 | 1,826,379 | — | 3,493,114 | ||||||||||||||
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Name | Type of Payment | Payments Upon Disability ($) | Payments Upon Death ($) | Payments upon Termination without Cause or for Good Reason ($) | Payments Upon Involuntary or Good Reason Termination After a Change-in- Control Occurs ($) | |||||||||||||
Troy R. Johnson | Cash Severance Payment | — | — | — | 1,200,000 | (1) | ||||||||||||
Health Insurance Benefits | — | — | — | 39,574 | ||||||||||||||
Reimbursement of Legal Costs | — | — | — | — | (2) | |||||||||||||
Acceleration of Vesting | ||||||||||||||||||
Restricted Stock | 809,478 | (3) | 809,478 | (3) | — | 809,478 | (3) | |||||||||||
Stock Options | 493,740 | (6) | 493,740 | (6) | — | 493,740 | (6) | |||||||||||
Performance Awards | — | (4) | — | (4) | — | 260,063 | (5) | |||||||||||
Disability Payments | 228,750 | (7) | — | — | — | |||||||||||||
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Total |
| 1,531,968 |
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| 1,303,218 |
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| — |
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| 2,802,855 |
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(1) | Equals the sum of (a) two times |
(2) | We will pay legal fees and expenses incurred to obtain or enforce any right or benefit under |
(3) | Includes restricted stock awards, which would vest upon an assumed occurrence on February |
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(4) |
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(5) | This amount represents the payout of performance cash, and performance share units at the target level and multiplied by $45.53, the closing price of our common stock on the Nasdaq Global Select Market on February 25, 2022, the last trading day of fiscal |
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This amount represents the annual disability payments during the first year of disability. Annual disability payments after the first year of disability would be $180,000 for each of Messrs. |
CEO PAY RATIO DISCLOSUREPay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Joseph F. Puishys,Mr. Silberhorn, our Chief Executive Officer and President:
For the year ended February 29, 2020,26, 2022, our last completed fiscal year:
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the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $51,364; and
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Basedthe annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table beginning on page 51 of this information for 2020, weproxy statement, was $3,199,648.
We reasonably estimate that the ratio of our CEO’sChief Executive Officer’s annual total compensation to the annual total compensation of our median employee was 3762 times. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of RegulationS-K.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, the methodology and the material assumptions, adjustments, and estimates that we used were as follows:
We determined that, as of December 31, 2019,2021, our employee population consisted of 6,9145,249 individuals (including full-time and part-time employees, other than theour Chief Executive Officer, who were employed on December 31, 2019)2021) working at the Company together with our consolidated subsidiaries. Of these individuals, 5,8094,437 were located in the U.S. and U.S. territories, and 1,105812 were from our subsidiaries in Canada and Brazil. We chose to exclude all 182190 of our employees from our Brazil subsidiary, which consists of 2.63%3.6% of our workforce, from the identification of “median employee,” as permitted by SEC rules.
Our employee population, after taking into consideration the permitted adjustments described above, consisted of 6,7325,059 members. Our adjusted employee population consisted of 4,437 employees in the U.S. and 622 employees located in Canada.
We identified our median employee based on the total cash and stock-based compensation earned during the twelve-month period ended December 31, 2021. In making this determination, we annualized the compensation of all full- and part-time permanent employees included in the sample who were hired in calendar year 2019,2021, but did not work for us or our included subsidiaries for the entire twelve monthtwelve-month period described below. Our adjusted employee population consisted of 5,809 employees in the U.S. and 923 employees located in Canada.
We identified our median employee based on the total cash and stock-based compensation earned during the twelve month period ended December 31, 2019. For purposes of determining the total compensation actually earned, we included: the amount of base salary (or, in the case of hourly workers, base wages including overtime pay) the employee received during the twelve months ended December 31, 2019,2021, the amount of any cash incentives paid or deferred in such period (which include sales commissions as well as cash incentives that are generally paid for performance during the prior quarter or year), and the amount of any income from stock-based compensation, as reflected in our payroll records. For purposes of identifying the median employee, we applied the average exchange rate for calendar year 2019,2021, which was U.S. dollars to Canadian dollars - 1.3269dollars—1.2533 CAD.
Once we identified our median employee, we then determined that employee’s annual total compensation, including any perquisites and other benefits, in the same manner that we determine the annual total compensation of our named executive officersNamed Executive Officers for purposes of the Summary Compensation Table disclosed above. The annual total compensation amount for our median employee for fiscal 20202022 was determined to be $48,635.$51,364. This total compensation amount was then compared to the annual total compensation of our CEOChief Executive Officer disclosed above in the Summary Compensation Table, of $1,822,904.$3,199,648. The elements included in the CEO’sChief Executive Officer’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table.
PROPOSALProposal 2: ADVISORY APPROVAL OF APOGEE’S EXECUTIVE COMPENSATIONAdvisory Approval of Apogee’s Executive Compensation
Pursuant to Section 14A of the Exchange Act, we are providing shareholders with an advisory(non-binding) vote on the compensation of our Named Executive Officers as disclosed in this proxy statement in accordance with the rules of the SEC.
We are asking our shareholders to indicate their support for the compensation of our Named Executive Officers. We believe that our executive compensation program is structured in the best manner possible to support our Company and its business objectives. It has been designed to implement certain core compensation principles, which include:
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Alignment of management’s interests with our shareholders’ interests to support long-term value creation through our equity compensation programs and share ownership guidelines;
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Pay-for-performance, which is demonstrated by linking annual cash incentives and long-term incentives to key financial measures;
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Providing a flexible compensation package that reflects the cyclical nature of our business and fairly compensates our executives over our business cycle; and
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Linking compensation to market levels of compensation paid to executive officers in the competitive market so that we can attract, motivate and retain executives who are able to drive the long-term success of Apogee.
We believe our executive compensation program reflects a strongpay-for-performance philosophy and is well-aligned with our shareholders’ long-term interests. Our executive compensation program is designed to motivate our executives, drive desirable behaviors, be competitive, promote retention and reward successful performance. We ask for your support for the reasons listed below.
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Our compensation programs are substantially tied to achievement of our key financial and business objectives. A significant portion of each Named Executive Officer’s potential total annual cash compensation and long-term compensation is at-risk and linked to our operating performance.
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Our compensation programs are designed to take into account the cyclical nature of our business and to fairly compensate our executives over the commercial construction cycle.
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Our compensation programs for executive officers deliver a significant portion of potential total compensation in the form of equity. If the value we deliver to our shareholders declines, so does the compensation we deliver to our executive officers.
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We have stock ownership guidelines for our executive officers.
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We offer very limited perquisites to our executive officers and do not provide tax reimbursement or “gross-ups” on perquisites.
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Each of our Named Executive Officers is expected to demonstrate exceptional individual performance in order to continue serving as a member of the executive team.
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We continue to refine our executive compensation program to reflect evolving executive compensation practices.
We believe that the information provided above and within the “Executive Compensation” section of this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our shareholders’ interests to support long-term value creation. Accordingly, we are asking our shareholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of Apogee’s Named Executive Officers, as disclosed in Apogee’s Proxy Statement for the 20202022 Annual Meeting of Shareholders pursuant to the compensation disclosure rulesItem 402 of the SEC,Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and other related narrative disclosures.”
This advisory vote on executive compensation is not binding on Apogee, our Compensation Committee or our Board of Directors. However, our Compensation Committee and Board of Directors will take into account the result of the vote when determining future executive compensation arrangements. We currently conduct annual advisory votes on executive compensation, and we expect to conduct our next advisory vote at our 2021 annual meeting of shareholders.
Required Vote and Recommendation
The affirmative vote of a majority of the shares of our common stock present in person or by proxy and entitled to vote at the2023 Annual Meeting is required for the approval of the Say on Pay Proposal.Shareholders.
Board Recommendation
Our Board of Directors recommend that you vote FOR the Say on Pay Proposal. Proxies will be voted FOR the proposal unless otherwise specified.
AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TOProposal 3: Ratification of Appointment of Independent
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRegistered Public Accounting Firm
Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending February 25, 2023, subject to a satisfactory evaluation of the firm’s performance in conducting our fiscal 2022 audit. Deloitte has served as our independent registered public accounting firm since fiscal 2003. The Audit Committee is responsible for the appointment, compensation and oversight of Deloitte and believes that the retention of Deloitte is in the best interests of the Company and its shareholders.
While it is not required to do so, our Board of Directors is submitting the appointment of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending February 25, 2023, to our shareholders for ratification as a matter of good corporate governance.
If shareholders do not ratify the selection of Deloitte, the Audit Committee will consider whether it is appropriate to select another Independent Accounting Firm. Even if the selection of Deloitte is ratified by shareholders, the Audit Committee may, in its discretion, appoint a different firm of Independent Auditors at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.
We have been advised that a representative from Deloitte will be present at the Annual Meeting. The representative will be available to respond to appropriate questions and will be given the opportunity to make a statement if the firm so desires.
Board Recommendation
Our Board of Directors recommend that you vote FOR the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 25, 2023. Proxies will be voted FOR the proposal unless otherwise specified.
Our Audit Committee oversees our financial reporting process (including our system of financial controls and internal and external auditing procedures) on behalf of our Board; oversees our program to ensure compliance with legal and regulatory requirements and ethical business practices; assesses and establishes policies and procedures to manage our financial reporting risk; and assesses our compliance with financial covenants in our debt instruments. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm.
Our financial statements for the fiscal year ended February 29, 202026, 2022, were audited by Deloitte & Touche LLP, an independent registered public accounting firm.
Our Audit Committee has reviewed and discussed ourthe audited consolidated financial statements with management and our independent registered public accounting firm.Deloitte & Touche LLP. Our Audit Committee has also discussed with our independent registered public accounting firmDeloitte & Touche LLP the matters required by Auditing Standard No. 1301, as adopted byto be discussed pursuant to applicable requirements of the U.S. Public Company Accounting Oversight Board (the “PCAOB”). In addition,and the Securities and Exchange Commission, and Deloitte & Touche LLP has discussed with our Audit Committee received fromtheir independence and provided to our independent registered public accounting firmAudit Committee the written disclosures and the letter required by applicable requirements of the PCAOBPublic Company Accounting Oversight Board regarding ourthe independent registered public accounting firm’saccountant’s communications with ourthe Audit Committee concerning independence, and has discussed the firm’s independence with our independent registered public accounting firm.independence.
Based on the review and discussions referred to above, our Audit Committee recommended to our Board of Directors that our audited financial statements be included in our Annual Report on Form10-K for the fiscal year ended February 29, 2020,26, 2022, for filing with the SEC.
Audit Committee of the
Board of Directors of Apogee
Lloyd E. Johnson, Chair
Bernard P. AldrichChristina M. Alvord
Frank G. Heard
Mark A. Pompa
Fees Paid to Independent Registered Public Accounting Firm
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
For fiscal 20202022 and 2019,2021, we incurred the fees shown in the following table for professional services provided by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”).
Fiscal 2022 | Fiscal 2021 | |||||||||||||||||
Fiscal 2020 | Fiscal 2019 | |||||||||||||||||
Audit Fees(1) | $ | 2,132,410 | $ | 1,988,700 |
| $1,768,427 |
| $2,074,970 | ||||||||||
Audit-Related Fees(2) | 34,000 | 35,000 |
| 42,350 |
| 34,000 | ||||||||||||
Tax Fees(3) | 146,300 | 161,400 |
| 428,010 |
| 475,098 | ||||||||||||
Other | 1,895 | 0 | ||||||||||||||||
All Other Fees(4) |
| 1,895 |
| 256,895 | ||||||||||||||
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Total | $ | 2,314,605 | $ | 2,185,100 |
| $2,240,682 |
| $2,840,963 |
(1) | Audit fees consisted primarily of audit work related to preparation of our annual financial statements, audit of internal controls over financial reporting, review of the quarterly financial statements included in our quarterly reports on Form10-Q and review of other SEC filings. |
(2) | Audit-related fees primarily consisted of fees for the audit of our employee benefit plan. |
(3) | Tax fees for fiscal |
(4) | All other fees in fiscal 2022 and fiscal 2021 included $1,895 for the Deloitte online accounting research tool, and in fiscal 2021 included $255,000 for a benchmarking study. |
Policy on Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services Provided by Our Independent Registered Public Accounting Firm
Consistent with policies of the SEC regarding auditor independence, our Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee established a policy to requirepre-approval of all audit and permissiblenon-audit services provided by our independent registered public accounting firm. As permitted by regulations of the SEC, our Audit Committee delegated the authority topre-approve services provided by our independent registered public accounting firm to the Chair of our Audit Committee, who reports anypre-approval decisions to our Audit Committee at its next regularly scheduled meeting.
All of the services provided by our independent registered public accounting firm in fiscal 20202022 and 2019,2021, including services related to the audit-related fees, tax fees and taxall other fees described above, were approved by our Audit Committee under itspre-approval policy.
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF OURFrequently Asked Questions
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 27, 2021, subject to a satisfactory evaluation of the firm’s performance in conducting our fiscal 2020 audit. Deloitte & Touche LLP has served as our independent registered public accounting firm since fiscal 2003. Deloitte & Touche LLP reports to our Audit Committee.
While it is not required to do so, our Board of Directors is submitting the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending February 27, 2021 to our shareholders for ratification in order to ascertain the views of our shareholders on this appointment. If the appointment is not ratified, our Audit Committee may reconsider its appointment.
A representative of Deloitte & Touche LLP will be present at the Annual Meeting and will be afforded the opportunity to make a statement and to respond to questions.
Required Vote and Recommendation
The affirmative vote by holders of at least a majority of the shares of common stock entitled to vote and represented at the Annual Meeting in person or by proxy is needed to ratify this proposal.
Our Board of Directors recommend that you vote FOR the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 27, 2021. Proxies will be voted FOR the proposal unless otherwise specified.
What is the purpose of the meeting?
At the Annual Meeting, shareholders will act upon matters outlined in the Notice of Annual Meeting of Shareholders. These matters include:
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Management does not intend to present any matters at the Annual Meeting other than those listed above. Our Amended and RestatedBy-laws provide that any shareholder who desires to bring a proposal before an annual meeting, or to nominate persons for election as a director an annual meeting, must give timely written notice of the proposal to the Company’s Secretary. The notice must describe the shareholder proposal or director nominees in reasonable detail and provide certain other information required by our Amended and RestatedBy-laws. No shareholder has given proper timely notice of any such shareholder proposals or director nominees in connection with the Annual Meeting. However, if other matters properly come before the Annual Meeting, it is the intention of the persons named as proxies to vote on those matters in the best interests of Apogee and its shareholders.
How does the Board recommend that I vote?
The Board of Directors recommends a vote:
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What vote is required for the election of directors or for a proposal to be approved?
With respect to the election of directors (Proposal 1), Section 5.02 of the Company’s Articles of Incorporation require that a director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election, that is, the number of shares “for” that nominee exceeds the number of votes cast “against” that nominee. A vote to “abstain” will not have any effect on determining the election results.
With respect to the Say on Pay Proposal (Proposal 2), and the ratification of the appointment of our independent registered public accounting firm (Proposal 3), the affirmative vote of a majority of the shares of our common stock present in person or by proxy and entitled to vote at the Annual Meeting is required for the approval of these proposals.
Who is entitled to vote at the meeting?
Our Board of Directors has set May 4, 2020April 25, 2022, as the record date for the Annual Meeting. If you were a shareholder of record at the close of business on the record date, you are entitled to notice of and to vote at the Annual Meeting.
As of the record date, 26,320,28222,196,448 shares of common stock, par value$0.33-1/3, were issued and outstanding and, therefore, eligible to vote at the Annual Meeting.
Holders of our common stock are entitled to one vote per share. Therefore, 26,320,28222,196,448 votes are entitled to be cast at the Annual Meeting. There is no cumulative voting.voting for the election of directors.
How many shares must be present to hold the meeting?
In accordance with our Amended and RestatedBy-laws, shares equal to at least a majority of the voting power of the outstanding shares of our common stock as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a quorum. Your shares are counted as present at the Annual Meeting if:
you are present and vote in person at the Annual Meeting, with virtual participation constituting in person presence at the meeting;
you have properly submitted a proxy via the Internet, by telephone, or by mail, even if you abstain from voting on one or more matters; or
you hold your shares in street name (as discussed under “What is the difference between a shareholder of record and a “street name” holder?” on page 74) and you did not provide voting instructions to your broker and your broker uses its discretionary authority to vote your shares on the ratification of the appointment of our independent registered public accounting firm.
In order to expand access to the Annual Meeting, we are holding the Annual Meeting in a virtual-only meeting format. You will not be able to attend the Annual Meeting at a physical location.
If you are a registered shareholder or beneficial owner of common stock holding shares at the close of business on the record date (April 25, 2022), you may attend the Annual Meeting by visiting the meeting website at www.virtualshareholdermeeting.com/APOG2022 and logging in by entering the 16-digit control number found on your proxy card, voter instruction form, or Notice, as applicable. You may also attend the meeting by visiting www.virtualshareholdermeeting.com/APOG2022 and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares or submit questions during the meeting.
You may log into the meeting website at www.virtualshareholdermeeting.com/APOG2022 beginning at 8:00 a.m. Central Time on June 22, 2022. The Annual Meeting will begin promptly at 8:00 a.m. Central Time on June 22, 2022. If you experience any technical difficulties during the meeting, a toll-free number will be available on our meeting website for assistance.
What am I voting on, what vote is required to approve each proposal and how does the Board recommend I vote?
The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are counted and how the Board recommends you vote.
Proposal |
Vote Required | Voting | Board | Broker | Impact of | Impact of Vote | ||||||
Proposal 1 - Election of three Class III directors for terms expiring at our 2025 Annual Meeting of Shareholders | Majority of votes cast (votes cast “For” must exceed votes cast “Against”)(2) | FOR, | FOR | No | None | None | ||||||
Proposal 2 - “Say on Pay” Advisory vote to approve Apogee’s executive compensation | Majority of votes present | FOR, | FOR | No | Against | None | ||||||
Proposal 3 - Ratification of the | Majority of votes present in person (i.e., online) or by proxy and entitled to vote on this item(3) | FOR, | FOR | Yes | Against | N/A |
(1) |
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(2) |
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(3) | The voting |
How can I ask questions during the Annual Meeting?
You may submit questions in real time during the Annual Meeting following the formal business portion of the meeting, by entering them into the field provided on the meeting website. The directors and executive management will answer appropriate questions from shareholders. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to two questions. It will help us if questions are succinct and cover only one topic.
How do I votecast my shares by proxy?vote?
Your vote is important. Because most shareholders do not attend the annual meetings in person, it is necessary that a large number be represented by proxy. If you are a shareholder of record, you can give a proxy to be voted at the Annual Meeting in eitherany of the following ways:
electronically via the Internet by following the “Vote by Internet” instructions |
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The Internet voting and telephone procedures have been set up for your convenience. The procedures have been designed to authenticate your identity, allow you to give voting instructions, and confirm that those instructions have been recorded properly. If you are a shareholder of record and you would like to submit your proxy via the Internet or by telephone, please refer to the specific instructions provided on the Notice or, if you received paper copies of our proxy materials, on the enclosed proxy card. Ifcard;
by telephone by following the “Vote by Telephone” instructions on the Notice or, if you received paper copies of our proxy materials, on the proxy card;
by completing, signing and wish to submit your proxy by mail, please return your signedmailing the proxy card in(if you received paper copies of our proxy materials); or
by attending the enclosed postage-paid envelope to us beforevirtual Annual Meeting and voting online on the Annual Meeting. meeting website.
If you are an employee and received our 20202022 proxy materials electronically via the Internet at your company email address, you will only be able to give a proxy to be voted at the Annual Meeting electronically via the Internet as described under “How do I vote if my shares are held in the 401(k) Retirement Plan, Employee Stock Purchase Plan or other plans of Apogee?” on page 72.below.
If you hold your shares in street name, you must vote your shares in the manner prescribed by your broker or other nominee. Your broker or other nominee has enclosed or otherwise provided a voting instruction card for you to use in directing the broker or other nominee how to vote your shares.
If you properly submit your proxy via the Internet, by telephone or return your executed proxy by mail and do not revoke your proxy, it will be voted in the manner you specify. If you submit a proxy without giving specific voting instructions, the proxies will vote those shares as recommended by the Board.
How do I vote if my shares are held in the 401(k) Retirement Plan, Employee Stock Purchase Plan or other plans of Apogee?
If you hold any shares in our 401(k) Retirement Plan, Employee Stock Purchase Plan or other plans of Apogee, your Internet proxy vote or completed proxy card will serve as voting instructions to the plan trustee.trustee or plan custodian, as applicable. However, your voting instructions for these plans must be received by 12:00 p.m. (noon) EDTEastern Time on Monday, June 22, 202020, 2022 in order to count. In accordance with the terms of our 401(k) Retirement Plan, the trustee will vote all of the shares held in the plan, and for which it has not received direction, in the same proportion as the actual proxy votes submitted by plan participants at least two business days priordirected shares are voted, unless contrary to the Annual Meeting.ERISA or other applicable law. If you are a participant in our Employee Stock Purchase Plan, the plan custodian cannot vote your shares unless it receives timely instructions from you.
If you hold shares in our 401(k) Retirement Plan, Employee Stock Purchase Plan or other plans of Apogee and have a company email address, you will receive our 20202022 Proxy Statement and 20202022 Annual Report to Shareholders electronically at your company email address instead of receiving paper copies of these documents in the mail. The email will provide instructions and a control number
to use to provide voting instructions to the plan trustee via the Internet.If you receive our 20202022 Proxy Statement and 20202022 Annual Report to Shareholders electronically, you may only provide voting instructions to the plan trustee or plan custodian, as applicable, via the Internet and you will not receive a proxy card that can be returned by mail.
If you are an employee who received our 20202022 Proxy Statement and 20202022 Annual Report to Shareholders electronically and you wish to receive a paper copy of these materials, you should contact:
Internet: | www.apog.com | |
Email: | IR@apog.com | |
Telephone: | (877)752-3432 | |
Mail: | Investor Relations Apogee Enterprises, Inc. 4400 West 78th Street, Suite 520 Minneapolis, Minnesota 55435 |
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, it means that you hold shares registered in more than one account in different names or variations of your name. To ensure that all of your shares are voted, if you submit your proxy vote via the Internet or by telephone vote once for each proxy card you received or sign and return each proxy card.
You may prefer to hold your shares in more than one account, and you are welcome to do so. However, some multiple accounts are unintentional and will occur if one stock purchase is made with a middle initial and a subsequent purchase is made without a middle initial. Pleaseplease contact our Investor Relations Department atIR@apog.com or (877)752-3432 (telephone) for information on how to merge your accounts.
Can I vote my shares in person at the meeting?
If you are a shareholder of record, you may vote your shares in person at the Annual Meeting by completing a ballot at the meeting. However, even if you currently plan to attend the Annual Meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
If you hold your shares in street name, you may obtain a “legal proxy” from your bank, broker or other nominee and bring it with you to hand in with a ballot in order to be able to vote your shares at the Annual Meeting. If you choose to vote at the Annual Meeting, you must bring the following: (i) proof of
identification, (ii) an account statement or letter from the bank, broker or other nominee indicating that you are the beneficial owner of the shares and (iii) a signed proxy from the shareholder of record giving you the right to vote the stock. The account statement or letter must show that you were the beneficial owner of the shares on May 4, 2020, the record date for the Annual Meeting.
If you are a participant in our 401(k) Retirement Plan, Employee Stock Purchase Plan or other plans of Apogee, you may submit a proxy vote as described above, but you may not vote your plan shares in person at the Annual Meeting.
You may either vote “FOR,” “AGAINST” or “ABSTAIN” on each proposal.
If you submit your proxy but ABSTAIN from voting on one or more proposals, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. Your shares also will be counted as present at the Annual Meeting for the purpose of calculating the vote on the particular matter from which you abstained from voting.
With respect to the election of directors, a vote to “ABSTAIN” will not have any effect on determining the election results.
If you ABSTAIN from voting on a proposal other than to for the election of directors, your abstention has the same effect as a vote against that proposal.
If you hold your shares in street name and do not provide voting instructions to your broker, your shares will be considered “brokernon-votes” and will not be voted on any proposal on which your broker does not have discretionary authority to vote under the rules of the New York Stock Exchange. Your broker or other nominee has discretionary authority to vote your shares on the ratification of our independent registered public accounting firm (Proposal 3), even if your broker or other nominee does not receive voting instructions from you. Your broker or other nominee does not have discretionary authority to vote your shares on the any other proposals if your broker or other nominee does not receive voting instructions from you.
Shares that constitute
If a broker returns a non-votes“non-vote” proxy indicating a lack of authority to vote on a proposal, then the shares covered by such a “non-vote” proxy will be counted asdeemed present at the Annual Meetingmeeting for the purposepurposes of determining a quorum, but willgenerally are not counted or deemed to be represented at the Annual Meeting for purposes of calculating the vote with respect to matters on which your broker or other nominee does not have discretionary authority to vote your shares. As a result, brokernon-votes will have no effect on proposals subject to approval by a majority of shares present and entitled to vote at the Annual Meeting in person or by proxy (Proposals 1 through 3).for the purpose of voting on Proposals 1-2.
Representatives of Broadridge Financial Solutions, Inc., our tabulating agent, will tabulate the votes and act as independent inspector of election.
What if I do not specify how I want my shares voted?
If you submit your proxy via the Internet or telephone or a signed proxy card and do not specify how you want to vote your shares, we will vote your sharesFORall nominees and proposals. As of the date of this proxy statement, we know of no other matters that will be presented for a shareholder vote at the Annual Meeting. If any other matters properly come before the Annual Meeting for a shareholder vote, they will be voted in the discretion of the persons named in the proxy.
Can I change my vote after submitting my proxy or voting instructions?
Yes. If you are a shareholder of record, you may revoke your proxy and change your vote at any time before your proxy is voted at the Annual Meeting, in any of the following ways:
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by sending a written notice of revocation to our Corporate Secretary;
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by submitting a later-dated proxy to our Corporate Secretary;
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by submitting a later-dated proxy via the Internet;
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by submitting a later-dated proxy by telephone; or
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by voting in person at the meeting.
If you hold your shares in street name, you should contact your broker, bank, trust or other nominee for information on how to revoke your voting instructions and provide new voting instructions.
If you hold shares in our 401(k) Retirement Plan, Employee Stock Purchase Plan or other plans of Apogee, you may revoke your proxy and change your voting instructions at any time, but no later than 12:00 p.m. (noon) EDTEastern Time on Monday, June 22, 2020,20, 2022, in any of the following ways:
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by sending a written notice of revocation to the plan trustee or plan custodian;
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by submitting a later-dated voting instruction or proxy to the plan trustee or plan custodian;
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by submitting a later-dated voting instruction or proxy via the Internet; or
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by submitting a later-dated voting instruction by telephone.
In order to attend the Annual Meeting, you may be asked to present valid government-issued picture identification, such as a driver’s license or passport, and proof of stock ownership, before being admitted. If you hold your shares in street name through a broker, bank, trust or other nominee, you may also be required to present a statement reflecting your stock ownership as of the record date.
How can a shareholder get a copy of the Company’s 20202022 Annual Report on Form10-K?
Shareholders who wish to obtain additional copies of our 20202022 Annual Report to Shareholders on Form10-K may do so without charge by contacting us through one of the following methods:
Internet: | www.apog.com | |
Email: | IR@apog.com | |
Telephone: | (877)752-3432 | |
Mail: | Investor Relations Apogee Enterprises, Inc. 4400 West 78th Street, Suite 520 Minneapolis, Minnesota 55435 |
How do I get electronic access to the proxy materials?
The Notice provides you with instructions regarding how to view the proxy materials for the Annual Meeting on the Internet.
Our 2020 proxy statement2022 Proxy Statement and 20202022 Annual Report to Shareholders, including our Annual Report on Form10-K, are available atwww.proxyvote.com.
A proxy is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate someone a proxy, you may also direct the proxy how to vote your shares. We refer to this as your “proxy vote.” Three of our executive officers, Joseph F. Puishys, James S. PorterTy R. Silberhorn, Nisheet Gupta and Patricia A. Beithon,Meghan M. Elliott, have been designated as the proxies for shareholders voting on the enclosed proxy card at the Annual Meeting.
What is the difference between a shareholder of record and a “street name” holder?
If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares.
If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the voting instruction form provided by the broker, bank, trust or other nominee. Please refer to “How do I vote my shares by proxy?” on page 70.
Who pays for the cost of proxy preparation and solicitation?
We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers and other nominees for forwarding proxy materials to the beneficial owners of our shares.
We are soliciting proxies primarily by mail and email. In addition, some of our officers and regular employees may solicit the return of proxies by telephone, facsimile, personal interview or email. These individuals will receive no additional compensation for these services.
How can a shareholderI recommend or nominate a director candidate?
Our Nominating and Corporate Governance Committee considers recommendations of director candidates. A shareholder who wishes to recommend a director candidate to our Nominating and Corporate Governance Committee for nomination by our Board of Directors at our next annual meeting, or for vacancies on our Board of Directors that arise between meetings, must provide our Nominating and Corporate Governance Committee with sufficient written documentation to permit a determination by our Nominating and Corporate Governance Committee and our Board of Directors as to whether such candidate meets the required and desired director selection criteria set forth in our Corporate Governance Guidelines and the factors discussed under the heading “Criteria for Membership on Our Board of Directors” above. Such documentation and the name of the director candidate must be sent by U.S. mail to our Corporate Secretary at Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, MN 55435, no later than February 24, 2021.22, 2023. Our Corporate Secretary will send properly submitted shareholder recommendations to the Chair of our Nominating and Corporate Governance Committee for consideration at a future committee meeting.
Director candidates recommended by shareholders in compliance with these procedures and who meet the criteria outlined above will be evaluated by our Nominating and Corporate Governance Committee in the same manner as nominees proposed by other sources.
Alternatively, shareholders may directly nominate a person for election to our Board of Directors at a future annual meeting by complying with the procedures set forth in our Amended and RestatedBy-laws and the rules and regulations of the SEC. Our Amended and RestatedBy-laws are available on our website at www.apog.com by clicking on “Investors,” select “Governance,” then“By-laws.”
Shareholders who wish to nominate a director candidate for the 20212023 Annual Meeting should submit the advance notice, along with other required information, to our Corporate Secretary at Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, MN 55435,no later than February 22, 2023.
For contested director elections held after August 31, 2022, both the Company and dissident shareholders presenting their own candidates will distribute universal proxy cards that include all director candidates. To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director candidates other than the Company’s candidates must provide advance notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, to our Corporate Secretary at Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, MN 55435, no later than April 24, 2021.2023.
How can a shareholderI present a proposal at the 20212023 Annual Meeting of Shareholders?
Any shareholder wishing to have a proposal considered for inclusion in our proxy statement for our 20212023 Annual Meeting of Shareholders must submit the proposal in writing to our Corporate Secretary at Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, MN 55435 in accordance with all applicable rules and regulations of the SEC, including Rule14a-8, no later than January 11, 2021.9, 2023.
Under our Amended and RestatedBy-laws, a shareholder proposal not included in our proxy statement for the 2021 annual meeting2023 Annual Meeting of shareholdersShareholders is untimely and may not be presented in any manner at the 2021 annual meeting2023 Annual Meeting of shareholdersShareholders unless the shareholder wishing to make the proposal follows the notice procedures set forth in our Amended and RestatedBy-laws. Any such shareholder proposals for the 2021 annual meeting2023 Annual Meeting of shareholdersShareholders must be in the form and substance required by the Amended and RestatedBy-laws and must be submitted to our Corporate Secretary at the address indicated on the Notice of Annual Meeting of Shareholders no later than February 24, 2021.
How can I communicate with our Board of Directors?
Subject to reasonable constraints of time, topics and rules of order, you may direct comments to or ask questions of our Chair of the Board or Chief Executive Officer during the Annual Meeting. In addition, you may communicate directly with any director by writing to:
Apogee Directors
Apogee Enterprises, Inc.
4400 West 78th Street, Suite 520
Minneapolis, Minnesota 55435
Attention: Corporate Secretary
Directors@apog.com
Our Corporate Secretary will promptly forward to our Board of Directors or the individually named directors all relevant written communications, as specified in our Corporate Governance Guidelines, received at the above addresses.22, 2023.
What is “householding” of proxy materials?
The SEC rules allow a single copy of the proxy statement and Annual Report to Shareholders for the fiscal year ended February 29, 2020 to be delivered to multiple shareholders sharing the same address and last name, or who we reasonably believe are members of the same family, and who consent to receive a single copy of these materials in a manner provided by these rules. This practice is referred to as “householding” and can result in significant savings of paper and mailing costs. Although we do not household for our registered shareholders, some brokersbrokers’ household Apogee notices, proxy statements and annual reports, delivering single copies of such documents to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of our proxy statement and annual report, or if you are receiving multiple copies of documents and wish to receive only one, please notify your broker. We will promptly deliver upon written or oral request a separate copy of our proxy statement and/or Annual Report to Shareholders for the fiscal year ended February 29, 2020 to a shareholder at a shared address to which a single copy of any such document was delivered. For copies of these documents, shareholders should write to our Investor Relations Department at the address listed above, or call (877)752-3432.
By Order of the Board of Directors,
Meghan M. Elliott Vice President, General Counsel and Corporate Secretary | ||
Dated: May |
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APOGEE ENTERPRISES, INC. 4400 WEST 78TH STREET SUITE 520 MINNEAPOLIS, MN 55435 |
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until11:59 P.M. Eastern Time on June
During The Meeting - Go to www.virtualshareholdermeeting.com/APOG2022 You may attend the Annual Meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 21, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D16640-P39103D83372-P73383 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
APOGEE ENTERPRISES, INC.
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The Board of Directors recommends you vote FOR the following: | |||||||||||||||||||||||||||||||||||||||||||
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ELECTION OF DIRECTORS: | ||||||||||||||||||||||||||||||||||||||||||
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The Board of Directors recommends you vote FOR the following proposal: | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||||||
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ADVISORY VOTE |
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The Board of Directors recommends you vote FOR the following proposal: | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||||||
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In their discretion, the Proxies are authorized to vote upon such other business as may properly be brought before the meeting. | ||||||||||||||||||||||||||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |||||||||||||||||||||||||||||||||||||||||||
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Signature [PLEASE SIGN WITHIN BOX] | Date |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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D16641-P39103D83373-P73383
Annual Meeting of Shareholders APOGEE ENTERPRISES, INC. June THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.If no direction is made, this proxy will be voted
If you are a participant in theApogee Employee Stock Purchase Plan,this card directs Computershare Shareowner Services LLC, as the Plan Administrator, to vote, as designated on the reverse, all of the shares of Apogee Common Stock held of record in the Plan account for which it has received directionby 12:00 P.M. (noon) Eastern Time on June
If you are a participant in theApogee 401(k) Retirement Plan,this card directs Principal Trust Company, as Trustee for the Plan, to vote, as designated on the reverse, all of the shares of Apogee Common Stock held of record in the Plan account. The Trustee will vote, with regard to the Plan, shares of Apogee Common Stock for which it has not received directionby 12:00 P.M. (noon) Eastern Time on June
(Continued and to be signed on reverse side) |
*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 24, 2020.
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How to Access the Proxy Materials
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Please Choose One of the Following Voting Methods
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The Board of Directors recommends you vote FOR the following:
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Nominees:
Class I Directors
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The Board of Directors recommends you vote FOR the following proposal:
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The Board of Directors recommends you vote FOR the following proposal:
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