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

 

 

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Apogee Enterprises, Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

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LOGO

LOGO

4400 West 78th Street, Suite 520

Minneapolis, Minnesota 55435

  May 7, 2020

Notice of 2022

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,

LOGO

LOGO

Joseph F. Puishys

Donald A. Nolan

Chief Executive Officer

Chair of the Board of Directors


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:

LOGO

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 IIII directors for terms expiring at our 20232025 Annual Meeting of Shareholders;

 

 2.

Advisory vote onto approve Apogee’s executive compensation;

 

 3.

Ratification ofAdvisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 27, 2021;25, 2023; and

 

 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,

 

ii


LOGO

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

 

By Order of the Board of Directors,

 

LOGOImportant Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on June 22, 2022: Our 2022 Proxy Statement and our Fiscal 2022 Annual Report on Form 10-K to Shareholders are available at www.proxyvote.com.

 

Patricia A. Beithon

General Counsel and Corporate Secretary

Minneapolis, Minnesota

May 7, 2020

 

iii


TABLE OF CONTENTS

 

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERSNotice of 2022 Annual Meeting of Shareholders

  iii 

PROXY STATEMENT SUMMARYProxy Statement Summary

  1 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

7

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENTSecurity Ownership of Certain Beneficial Owners

  8 

PROPOSAL 1: ELECTION OF DIRECTORSSecurity Ownership of Directors and Management

  10 

Required Vote and Recommendation

10

CORPORATE GOVERNANCEDelinquent Section 16(a) Reports

  1612 

Corporate Governance ResourcesProposal 1: Election of Directors

  1613
Corporate Governance19 

Code of Business Ethics and Conduct

16

Corporate Governance GuidelinesResources

16

Director Independence

16

Board Leadership Structure

17

Cooperation Agreement with Engaged Capital, LLC

17

Criteria for Membership on Our Board of Directors

18

Procedure for Evaluating Director Nominees

18

Board Refreshment

18

Retirement Policy

  19 

Stock Ownership Guidelines forNon-Employee DirectorsCode of Business Ethics and Conduct

  19 

Board Meetings and 2019 Annual Meeting of ShareholdersCorporate Governance Guidelines

  19 

Communications with Our Board Committee Responsibilities, Meetings and Membershipof Directors

19

Director Independence

  20 

Risk Oversight byBoard Leadership Structure

20

Criteria for Membership on Our Board of Directors

20

Procedure for Evaluating Director Nominees

20

Board Diversity Matrix

21

Board Refreshment and Retirement Policy

21

Stock Ownership Guidelines for Non-Employee Directors

21

Board Meetings and 2021 Annual Meeting of Shareholders

  22 

Sustainability FocusBoard Committee Responsibilities, Meetings and Membership

  22 

Certain Relationships and Related TransactionsRisk Oversight by Our Board of Directors

  23 

NON-EMPLOYEE DIRECTOR COMPENSATIONSustainability and Human Capital

  24 

Non-Employee Director Compensation Arrangements During Fiscal 2020

24

Restricted Stock AwardsCertain Relationships and Restricted Stock Unit AwardsRelated Transactions

25

Director Deferred Compensation Plan

25

Charitable Matching Contributions Program forNon-Employee Directors

26

Fiscal 2020Non-Employee Director Compensation Table

  26 

EXECUTIVE COMPENSATIONNon-Employee Director Compensation

27

Non-Employee Director Compensation Arrangements During Fiscal 2022

27

Annual Equity Awards

27

Director Deferred Compensation Arrangements

  28 

Compensation Committee ReportCharitable Matching Contributions Program for Non-Employee Directors

28

Compensation Discussion and Analysis

28

Executive Summary

  29 

Overview of PrimaryFiscal 2022 Non-Employee Director Compensation ElementsTable

  3729 

Executive Compensation Process

  3832 

Consulting Assistance, Peer Group and Competitive MarketCompensation Committee Report

  3832 

Fiscal 2020 Individual Compensation ActionsDiscussion and Analysis

  4032 

Executive Stock Ownership Guidelines

  49 

Hedging PolicyAnti-Hedging and Anti-Pledging Policies

  49 

Clawback Policy

  49 

Tax Considerations

  50 

Compensation Risk Analysis

  50 

Summary Compensation Table

  51 

Grants of Plan-Based Awards

  5453 

Outstanding Equity Awards at FiscalYear-End

  55 

Option Exercises and Stock Vested

56

Retirement Plan Compensation

  57 

Legacy Officers’ Supplemental Executive Retirement PlanNon-Qualified Deferred Compensation

  57 

Fiscal 2020 Pension Benefits TablePotential Payments Upon Termination or Following a Change-in-Control

57

401(k) Retirement Plan

  58 

Non-Qualified Deferred CompensationCEO Pay Ratio Disclosure

  5863 

DeferredProposal 2: Advisory Approval of Apogee’s Executive Compensation Plan

  5864
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm66 

Legacy Deferred Compensation PlanAudit Committee Report

  5867 

 

ivii


Deferred Compensation Table

59

Potential Payments Upon Termination or Following aChange-in-Control

60

Payments Made Upon Termination

60

Payments Made Upon Disability

60

Payments Made Upon Death

60

Change-in-Control Severance Agreements

60

Executive Benefits and Payments Upon Termination andChange-in-Control

62

CEO PAY RATIO DISCLOSUREFees Paid to Independent Registered Public Accounting Firm

  6468 

PROPOSAL 2: ADVISORY APPROVAL OF APOGEE’S EXECUTIVE COMPENSATION

65

Required Vote and Recommendation

66

AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

67

Audit Committee Report

67

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees

68

Policy on Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services
Provided by Our Independent Registered Public Accounting Firm

  68 

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTEREDPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

68

PUBLIC ACCOUNTING FIRMFrequently Asked Questions

  69 

Required Vote and RecommendationWho is entitled to vote at the meeting?

  69 

FREQUENTLY ASKED QUESTIONSWhat are my voting rights?

  7069 

What is the purpose of the meeting?

70

How does the Board recommend that I vote?

70

What vote is required for the election of directors or for a proposal to be approved?

70

Who is entitled to vote at the meeting?

70

What are my voting rights?

71

How many shares must be present to hold the meeting?

69

How can I attend the meeting?

69

What am I voting on, what vote is required to approve each proposal and how does the Board recommend I vote?

70

How can I ask questions during the Annual Meeting?

  71 

How do I votecast my shares by proxy?vote?

  71 

How do I vote if my shares are held in the 401(k) Retirement Plan, Employee Stock Purchase
Plan or other plans of Apogee?

  7271 

What does it mean if I receive more than one proxy card?

  72 

Can I vote my shares in person at the meeting?How are votes counted?

  72 

How are votes counted?Who will count the vote?

  73 

Who will count the vote?

73

What if I do not specify how I want my shares voted?

  73 

Can I change my vote after submitting my proxy or voting instructions?

73

How can I get a copy of the Company’s 2022 Annual Report on Form 10-K?

  74 

How can I attend the meeting?

74

How can a shareholder get a copy of the Company’s 2020 Annual Report on Form10-K?

74

How do I get electronic access to the proxy materials?

  74 

What is a proxy?

  7574 

What is the difference between a shareholder of record and a “street name” holder?

  7574 

Who pays for the cost of proxy preparation and solicitation?

74

How can I recommend or nominate a director candidate?

  75 

How can I present a shareholder recommend or nominate a director candidate?proposal at the 2023 Annual Meeting of Shareholders?

  75 

How can a shareholder present a proposal at the 2021 Annual MeetingWhat is “householding” of Shareholders?proxy materials?

  76 

How can I communicate with our Board of Directors?

76

What is “householding” of proxy materials?

77

 

viii


LOGOProxy Statement Summary

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.

PROXY STATEMENT SUMMARY

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

 

LOGO

Date and time:Time

Wednesday, June 24, 2020, 22, 2022,

at 8:00 a.m. Central Daylight Time (CDT)

LOGO

Location

www.virtualshareholdermeeting.com/APOG2022

LOGO

Mailing Date

May 9, 2022

LOGO

Record Date

April 25, 2022

Items of Business

  ItemBoard’s
Recommendation
Details        

Place:Proposal 1: Election of three Class III directors for terms expiring at our 2025 Annual Meeting of Shareholders

  Apogee’s headquarters at 4400 West 78th Street, Suite 520, Minneapolis, Minnesota
FOR, each
Director Nominee
page 13        

Record date:Proposal 2: Advisory approval of executive compensation

  Monday, May 4, 2020
FORpage 64-65

Voting:Proposal 3: Advisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 25, 2023

  

Shareholders of Record.If you are a shareholder of record, you can give a proxy to be voted at the meeting in one of the following ways:

FOR  

By Internet: electronically via the Internet by following the “Vote by Internet” instructions on the Notice or on the proxy card, if you received paper copies of our proxy materials. Internet voting facilities for shareholders of record will be available until 11:59 p.m. Eastern Daylight Time (EDT) on June 23, 2020.

By Telephone:use any touch-tone telephone to transmit your voting instructions by following the “Vote by Telephone” instructions on the Notice or the proxy card. Telephone voting facilities will be available until 11:59 p.m. Eastern Daylight Time (EDT) on June 23, 2020.

By Mail:by completing, signing and mailing the proxy card.

In Person: you may attend the Annual Meeting and vote in person by completing a ballot. Attending the Annual Meeting without completing a ballot will not count as a vote. If you choose to vote in person, you must bring proof of identification and your proxy card showing your control number to the Annual Meeting. You are encouraged to complete your proxy prior to the Annual Meeting by Internet, by telephone or mail regardless of whether you plan to attend the Annual Meeting.

Beneficial Owners. If you are the beneficial owner of your shares (that is, 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. Alternatively, 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 chose to vote at

page 66        

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

Net Sales

  

the Annual Meeting, you must bring the following: (i) proof•   We had revenue of identification, (ii)$1.31 billion compared to $1.23 billion in fiscal 2021, an account statement or letter from the bank, broker or other nominee indicating that you are the beneficial ownerincrease 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 at the close of business on May 4, 2020, the record date for the Annual Meeting.7%.

Earnings

  

If you hold•   We had earnings per diluted share of $0.14 compared to $0.59 in fiscal 2021.

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 inof our 401(k) Retirement Plan, Employee Stock Purchase Plan orcommon stock during fiscal 2022 at a total cost of $100.0 million.

•   We paid dividends totaling $20.3 million during fiscal 2022 and increased our other plans, please referquarterly cash dividend 10% to voting instructions on page 72.$0.22 per share during the fourth quarter of fiscal 2022, our ninth consecutive year with a dividend increase.

•   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.

PROPOSAL 1 – ELECTION OF DIRECTORS (See pages 10 – 15

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 more 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.

executive officers with our shareholders. We have presented the following information about our Class I director nominees:

Name

  

Age

  

Occupation

  

Director

Since

  

Independent

  

Audit
Committee
Financial
Expert

  

Term

Lloyd E. Johnson

  66  

Retired Global Managing Director,

Finance and Internal Audit of Accenture Corporation

  2017  Yes  Yes  

Term Expiring in

2023

Donald A. Nolan

  59  Former President and Chief Executive Officer of Kennametal Inc.  2013  Yes  Yes  Term Expiring in 2023

Patricia K. Wagner

  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.

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 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.

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 majority“clawback” policy that applies to executive performance-based incentive compensation awards.

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 present in personas security or by proxycollateral on a personal loan.

Our “double-trigger” change-in-control agreements do not provide for any excise tax “gross-ups,” and 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

 

  

We had net salesBase Salaries. For fiscal 2022, Mr. Silberhorn, our Chief Executive Officer, did not receive a base salary increase. Among our Other Named Executive Officers, Messrs. Gupta, Dobler and Jewell received base salary increases ranging from 1.96% to 2.44%, and Mr. T. Johnson received an increase of $1.38 billion compared to $1.40 billion in fiscal 2019, a decrease of 1%. Fiscal 2020 net sales were below the threshold level for the net sales metric for the fiscal 2020 annual cash incentive awards resulting in no payout for such metric.

Operating income was $87.8 million compared to operating income of $67.3 million in fiscal 2019. Fiscal 2019 operating income included $40.9 million of project-related charges on certain contracts acquired with the purchase of EFCO Corporation (“EFCO”)10.29%.

 

  

Operating margin was 6.3% compared to operating margin of 4.8% in fiscal 2019.

We had operating cash flow of $107.3 million, an increase of 11.0% over fiscal 2019.

We had earnings per diluted share of $2.32 compared to $1.63 in fiscal 2019. Fiscal 2020 earnings per share were below threshold level for the earning per share metric for the fiscal 2020 annual cash incentive awards resulting in no payout for such metric.

We repurchased 686,997 shares of our common stock at a total cost of $25.1 million.

We increased our quarterly cash dividend by 7.1%, our seventh consecutive year with a dividend increase.

We delivered annualized total shareholder returns (“TSR”) of (6.8%) over the past five-years and 9.6% over the pastten-years.

FISCAL 2020 COMPENSATION ACTIONS (See page 36 and pages 40 – 48 for more information.)Annual Cash Incentive Payouts

Our Chief Executive Officer did not receive any base salary increase for fiscal 2020. The fiscal 2020 base salary increase for each of Messrs. Porter and Jewell and Ms. Beithon was approximately 3.0%. Mr. Jewell also received a base salary increase of 13.6% in connection with his promotion to President of our Architectural Framing Systems segment in August 2019. Our Named Executive Officers did not receive any base salary increases for fiscal 2021. Our Named Executive Officers have agreed to temporary base salary reductions of 25% for our Chief Executive Officer and 20% for each of our Other Named Executive Officers for 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.

Our annual cash incentive awards are designed to reward achievement of financial goals as they are established in our annual operating plan. TheFor Messrs. Silberhorn, Gupta and Dobler the fiscal 20202022 annual cash incentive paid out at 103.34% of target and for our Chief Executive Officer did not payout,Messrs. Jewell and T. Johnson the fiscal 20202022 annual cash incentive paid out at 57.97% and 165.37% of target, respectively. See “Fiscal 2022 Annual Cash Incentive Payouts” on pages 45 – 46 for a discussion of the metrics, goals and amounts paid to our Other Named Executive Officers paid out 6.18% of target performance, based on below-target performance on days working capital (“DWC”) (10% weighting) and below-threshold performance on revenue (25% weighting) and earnings before taxes (“EBT”) (65% weighting).for our annual cash incentive awards in fiscal 2022.

 

  

Long-Term Incentive Awards. Our long-term incentive awards are designed to align the interests of executives with shareholders and to encourage long-term sustained performance, entrepreneurial behavior, and the development of quality products and servicesprogram for our customers. For ourOther Named Executive Officers:

The Committee grantedOfficers is comprised of: (i) 50% time-based restricted stock awards that vest ratably over three-yearsthree-years; and have(ii) 50% performance awards with a three-year performance period, which settle 50% in cash and 50% in stock and are paid out based on the Company’s three-year average ROIC during the performance period. 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 terms of his employment agreement. In fiscal 2022, Mr. Silberhorn received a restricted stock award valued at $799,996 and a performance award with a target payout of $1,199,997 and Messrs. Gupta, Dobler, Jewell and T. Johnson received stock awards with values ranging from $199,050$270,009 to $429,016 and performance awards with target payouts ranging from $224,995 to $390,001. See “Long-Term Incentive Compensation” on pages 45$635,806.46 for additional information about our long-term incentive program and fiscal 2022 awards.

We did not pay any incentives pursuant to the fiscal 2019 – 2020 cash-based performance awards for our Named Executive Officers because the Company did not meet the aggressivetwo-year financial performance metrics for the awards. Thetwo-year financial performance metrics for these awards were cumulative revenues, cumulative earnings per share (“EPS”) and average return on invested capital, each weighted equally.

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.

The fiscal 2020 CEO evaluation-based retention incentive paid out at $210,492, 90.1% of target performance and was mandatorily deferred pursuant to our Deferred Compensation Plan to provide incentive for our Chief Executive Officer to remain with our Company.

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (See pages 28 – 63 for more information.)

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 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 consists of restricted stock awards that vest over three years and cash-based performance awards that have atwo-year performance period. Given the cyclical nature of the commercial construction industry, we believe atwo-year performance period is better suited to our Company.

We deliver a significant portion of potential total compensation to our executive officers in the form of equity.

We have stock ownership guidelines for our executive officers, and each of our Named Executive Officers with two years or more of tenure with our Company exceeds their applicable guideline.

We have a “clawback” policy that applies to executive performance-based incentive compensation awards.

We have a hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities. None of our executive officers have pledged any shares of our common stock as security or collateral on a personal loan.

We provide minimal perquisites to our executive officers.

Our “double trigger”change-in-controlBoard Composition and Diversity Highlights agreements do not provide for any excise tax“gross-ups,” and we do not provide any tax“gross-ups” on any benefits for our executive officers, other than annual executive health physicals.

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.

LOGOLOGO

 

LOGO                            LOGO

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.

 

LOGO

Experience
and Skills

 Christina
M.
Alvord
 Frank
G.
Heard
 Lloyd
E.
Johnson
 Elizabeth
M.
Lilly
 

Donald

A.

Nolan

 

Herbert

K.

Parker

 

Mark

A.

Pompa

 

Ty

R.
Silberhorn

 

Patricia

K.

Wagner

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         

Tenure (years)

 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%

 

Name of Beneficial Owner

    Amount and Nature    
of Beneficial
Ownership (#)
% of Common
Stock
      Outstanding      

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

4,122,463(1)15.7

The Vanguard Group, Inc.

100 Vanguard Boulevard

Malvern, PA 19355

2,788,871(2)10.6

Dimensional Fund Advisors LP

Building One

6300 Bee Cave Road

Austin, TX 78746

1,564,818(3)5.9

(1)

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, 2019.2021. The Schedule 13G/A was filed by BlackRock in its capacity as a parent holding company or control person and indicates that BlackRock has sole investment power over 4,122,4634,133,579 shares and sole voting power over 4,057,2084,070,489 shares. BlackRock Fund Advisors, a subsidiary of BlackRock, beneficially owns 5% or greater of the outstanding shares of the security class reported on the Schedule 13G/A.

 

 (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, 2019.2021. Of the shares reported, Vanguard has sole investment power over 2,732,2852,639,228 shares, shared investment power over 56,586 shares, sole voting power over 50,74346,112 shares, and shared voting power over 9,540 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, serving as an investment manager of collective trust accounts, is the beneficial owner of 47,046 shares and Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, serving as investment manager of Australian investment offerings, is the beneficial owner of 13,23726,350 shares.

 

 (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 13G13G/A filed on February 8, 2022, and reporting information as of December 31, 2019.2021. Dimensional Advisors furnishes investment advice to four investment companies and serves as investment manager orsub-adviser and/or manager to certain other commingled funds, group trusts, and separate accounts (such investment companies, group trusts, and accounts are collectively referred to as the “Funds”). Subsidiaries of Dimensional Advisors may act as advisoradvisors orsub-advisor to certain Funds. All of the 1,546,8181,460,071 shares listed are owned by the Funds. In its role as an investment advisor,sub-advisor and/or manager, Dimensional Advisors or its subsidiaries (collectively “Dimensional”) may possess sole investment power over 1,564,8181,460,071 shares and sole voting power over 1,478,9901,423,358 shares held by the Funds. The Funds have the right to receive, or power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in their respective accounts. In its role as an investment advisor,sub-advisor and/or manager, Dimensional may be deemed to be a beneficial owner of the shares; however, Dimensional disclaims beneficial ownership of such shares. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities.

(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
Options
Exercisable Within
60 Days  (#)(3)

  Total
Beneficial
Ownership
(#)
   Percentage of
Common
Stock
Outstanding
   

Phantom
Stock and
Restricted
Stock
Units (#)(4)

  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%.

 

*

Indicates less than 1%.

(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 Plan. The number of shares of restricted stock held by each of ournon-employee directors is set forth below.Plan (the “2019 Director Stock Plan”).

 

Director

  Shares of Restricted Stock

Bernard P. Aldrich

5,085                

Christina M. Alvord

   1,472 6,492

Frank G. Heard

    

Lloyd E. Johnson

   573 

Elizabeth M. Lilly

   1,472 6,492

Donald A. Nolan

    2,721

Herbert K. Parker

   4,764 7,071

Mark A. Pompa

    

Patricia K. Wagner

   5,085 7,071

All directors and executive officers as a group (14(16 persons)

   18,451 262,027

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.

 

Named Executive Officers

Shares of Restricted Stock

Joseph F. Puishys

53,628                

James S. Porter

19,383                

Curtis J. Dobler

20,667                

Brent C. Jewell

36,333                

Patricia A. Beithon

14,583                

All directors and executive officers as a group (14 persons)

144,594                

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 underlying stock options exercisable currently orthat Mr. Heard has the right to acquire upon vesting of Restricted Stock Units within 60 days after May 4, 2020.of April 25, 2022.

 

(4)

For ournon-employee directors, the number of phantom stock and restricted stock units, includes phantom stock units, each representing the value of one share of our common stock, that are attributable to accounts in our Director Deferred Compensation Plan, which is described under the heading “Director Deferred Compensation Plan,” and restricted stock units and deferred restricted stock units, each representing one share of our common stock that are issued pursuant to our 2009 Director Stock Plan and 2019 Director Stock Plan, which are described under the heading “Restricted Stock Awards and Restricted Stock Unit Awards.” The number of units held by each of ournon-employee directors is set forth below.

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 

(5)

The amounts in this column are derived by adding the amounts in the “Total Beneficial Ownership” and the “Phantom Stock and Restricted Stock Units” columns of the table.

(6)

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.

 

(7)(5)

Includes 127,1755,149 shares held by the Puishys Family Trustin a revocable living trust for which Mr. Puishys servesJewell and his spouse serve as trustee.co-trustees with shared voting and investment power.

(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

LOGO

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.
(2015 – 2020)

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

LOGO

Elizabeth M. Lilly

Age: 59

Director since: 2020

Independent

Apogee Committees:

•  Compensation

•  Nominating and
Corporate
Governance

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)

LOGO

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

 

LOGOLOGO 

 

Lloyd E. Johnson

 

Age:6668

 

Director since:2017

 

Independent

 

Audit Committee Financial Expert

  

 

Apogee Committees:

•  Audit, Chair

  

 

Public Directorships:

•  Haemonetics
(2021 – Present)

•  Beazer Homes (2021 – Present)

Mr. Johnson

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:

  

Skills & Qualifications:

•  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)

 

LOGOLOGO 

 

Donald A. Nolan

 

Age:5961

 

Director since:2013

 

Independent

 

Non-Executive Chair

    since January 2020 Audit Committee Financial Expert

  

 

Apogee Committees:

•  Ad hoc Member – all
Board Committees

  

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)

Mr. Nolan served as President and Chief Executive Officer of Kennametal Inc., an industrial technology leader serving customers across the aerospace, earthworks, energy, industrial production, transportation and infrastructure industries, from 2014 to 2016. Prior to joining Kennametal Inc., he served as President of the Materials Group for Avery Dennison Corporation, a global leader in labeling and packaging materials and solutions, from 2008 to 2014. Mr. Nolan served in various executive capacities for Valspar Corporation, a global leader in the paint and coatings industry, from 1996 to 2008. Earlier in his career, Mr. Nolan worked for Loctite Corporation, Ashland Chemical Company, General Electric Company and the Timken Company.Skills & Qualifications:

  

Skills & Qualifications:

•  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)

LOGOLOGO 

 

PatriciaK. Wagner

 

Age:5759

 

Director since:2016

 

Independent

Audit Committee Financial Expert

  

 

Apogee Committees:Committees:

•  Compensation, Chair

  

 

Public Directorships:

•  California Water
Services Group
(2019 (2019 – Present)

•  Primoris Services Corporation
(2020 – Present)

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 (2017 – 2019)

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:

  

Skills & Qualifications:

•  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

•  Leadership Development

•  Executive Compensation

  Class II Directors – Terms Expiring 2021

LOGO 

Bernard P. Aldrich

Age:70

Director since:1999

Independent

Audit Committee Financial Expert

Apogee Committees:

•  Audit

•  Compensation

Public Directorships:

•  Rimage Corporation
(1997 – 2009)

Mr. Aldrichretired as Chief Executive Officer and President, and a director of Rimage Corporation (now Qumu Corporation), a publicly-held designer and manufacturer of on-demand publishing and duplicating systems for CD and DVD-recordable media, in 2009, after 12 years of service in those capacities. Prior to joining Rimage Corporation in 1997, he served as President of several manufacturing companies controlled by Activar, Inc., an industrial plastics and construction supply company, from 1995 to 1996. Mr. Aldrich served as President of Colwell Industries, a company that designs, manufactures and distributes color merchandising tools, from 1992 to 1994; and as Chief Financial Officer of Advance Machine Co., a manufacturer and supplier of equipment for the commercial floor care industry, from 1973 to 1991.

Skills & Qualifications

•  Executive Leadership

•  Manufacturing Operations

•  Business Operations

•  Financial Management

•  Enterprise Risk Management

•  International

•  Leadership Development

•  Executive Compensation

•  Corporate Governance

•  Public and Private Company Board Experience

Class II DirectorsDirector Nominees – Terms Expiring 2021 (continued)2024

 

LOGOLOGO 

 

Herbert K. ParkerChristina M. Alvord

 

Age:6255

 

Director since: 2018

Independent

Audit Committee Financial Expert

Apogee Committees:

•  Nominating and
Corporate
Governance

Public Directorships:

•  TriMas Corporation
(2015 – Present)

•  nVent Electric plc
(2018 – Present)

•  American Axle &
Manufacturing
Holdings, Inc.
(2018 – Present)

Mr. Parker is the retired Executive Vice President – Operation 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 – Operation 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 Management

•  Mergers and Acquisitions

•  Property and Asset Acquisition and Management

•  Investor Relations

•  Operations

•  Enterprise Risk Management

•  Sarbanes-Oxley Compliance

•  International Business

•  Leadership Development

•  Corporate Governance

•  Public Company Board Experience

LOGO

Joseph F. Puishys    

Age:61

Director since:2011

Not Independent

Chief Executive Officer and President

Apogee Committees:

•  N/A

Public Directorships:

•  Arctic Cat, Inc.

(2013 – 2017)

Mr. Puishys has served as our Chief Executive Officer and President since August 2011. Prior to joining our Company, he served in various leadership positions at Honeywell International, Inc., a Fortune 100 diversified technology and manufacturing company, for over 32 years. He served as President of Honeywell Environment & Combustion Controls from 2008 to 2011; President of Honeywell Building Solutions from 2005 to 2008; President of Honeywell Building Solutions, America from 2004 to 2005; President of Bendix Friction Materials from 2002 to 2004; Vice President and General Manager of Garrett Engine Boosting Systems from 2000 to 2002; Vice President and General Manager, Aftermarket, Allied Signal Turbocharging Systems from 1996 to 2000; Vice President, Logistics, Allied Signal Automotive Products Group from 1992 to 1996; and various accounting and financial positions from 1979 to 1992.

Skills & Qualifications:

•  Executive Leadership

•  Financial Management

•  Commercial Building Industry

•  Commercial Construction Industry

•  Strategy Development and Execution

•  Manufacturing Operations

•  Sales

•  Business Operations

•  Leadership Development

•  International Operations

•  Corporate Governance

•  Public Company Board Experience

  Class III Directors – Terms Expiring in 2022

LOGO

Christina M. Alvord     

Age:53

Director since:2020

Independent

Audit Committee Financial Expert

Apogee Committees:

•  Nominating and
Corporate
Governance

Ms. Alvord serves 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. 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.

Skills& Qualifications:

•  Executive Leadership

•  Manufacturing Operations

•  Business Operations

•  Financial Management

•  Enterprise Risk Management

•  Construction Industry

•  Strategy Development and Execution

•  Leadership Development

LOGO

Frank G. Heard    

Age:61

Director since:2020

 

Independent

 

Audit Committee Financial Expert

  

 

Apogee Committees:  

•  Nominating and Corporate Governance

•  Audit

  

 

Apogee Committees:Public Directorships:

•  Audit

•  Nominating and
Corporate
Governance

Public Directorships:

•  Gibraltar Industries,
Inc.Albany International Corp.
(20152022 – Present)

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.

Mr. Heard has served as Vice Chair of the Board and as a director of Gibraltar Industries, Inc., a leading manufacturer and distributor of building products for the renewable energy, conservation, residential, industrial and infrastructure markets, since 2019 and 2015, respectively. He served as Chief Executive Officer of Gibraltar Industries from 2015 to 2019. 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

•  Manufacturing Operations

•  Business Operations

•  Financial Management

•  Enterprise Risk Management

•  Construction Industry

•  Strategy Development and Execution

•  Leadership Development

LOGO

Herbert K. Parker

 

Age: 64

Director since: 2018

Independent

Apogee Committees:

•  Nominating and Corporate Governance, Chair

•  Compensation

Public Directorships:

•  TriMas Corporation
(2015 – Present)

•  nVent Electric PLC
(2018 – Present)

•  American Axle & Manufacturing
Holdings, Inc.
(2018 – Present)

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)

LOGO

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

•  Investor Relations and Public Company Board
Experience

•  Financial 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)

LOGO

Elizabeth M. Lilly    

Age:57

Director since:2020

Independent

Apogee Committees:

•  Compensation

•  Nominating and
Corporate
Governance

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 President from 2017 to 2018. She served as Senior Vice President and Portfolio Manager for Gabelli Asset Management from 2002 to 2017. She was aco-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:

•  Executive Leadership

•  Financial Management

•  Portfolio Management

•  Asset Management

•  Leadership Development

•  Financial Markets

•  Capital Allocations

LOGO

Mark A. Pompa    

Age:55

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. He also serves as Treasurer of EMCOR Group, Inc. 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

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:

 

Board and Committee Composition

Board and Committee Composition

 

Board Committee Charters

Board Committee Charters

 

Our Code of Business Ethics and Conduct

Our Code of Business Ethics and Conduct, including our Code of Conduct Hotline

 

How to Contact the Board

How to Contact the Board

 

Our Corporate Governance Guidelines

Our Corporate Governance Guidelines

 

Our Restated Articles of Incorporation

Our Restated Articles of Incorporation, as amended

 

Our Amended and RestatedBy-laws

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.

Director Independence

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.

Board Leadership Structure

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):

The size of the Board will not exceed ten directors, unless at leasttwo-thirds of the directors (including two of the 2019 New Directors) approve such increase.

If a 2019 New Director is no longer able to serve for any reason unforeseen by Engaged Capital, then the Company and Engaged Capital would select a mutually-agreeable independent replacement director.

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.

Board Diversity Matrix

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

 

    

Directors

  3   6       
 

Part II: Demographic Background

 

    

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.

2020 and Ty R. Silberhorn in fiscal 2021.

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.

meeting via the virtual meeting platform.

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

 ●

Directly responsible for the appointment, compensation, retention and oversight of the work of the firm that serves as the independent accountants to audit our financial statements.

 

This Committee has oversight responsibilities for our independent registered public accounting firm.

Each member meets the independence and experience requirements of the NASDAQ listing standards and the SEC.

 

Each member is an “audit committee financial expert” under the rules of the SEC.

 

 

 ●•   Directly responsible for the appointment, compensation, retention, termination, evaluation and oversight of the work of, and ascertaining the independence of, the independent registered public accounting firm.

 

•   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.

 

 ●

Considers the accounting firm’s independence.

 

COMPENSATION COMMITTEE

COMMITTEE

 ●

Establishes our executive compensation philosophy and compensation programs that comply with this philosophy.

 

All Members Independent

 

This Committee administers our executive compensation program.

 

Each member is a“non-employee” director, as defined in the Exchange Act, and is an “outside director” as defined in Section 162(m).Act.

 

 ●

 

 

•   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

 ●COMPENSATION COMMITTEE

 

 

•   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.

 

 ●

Reviews its decisions on compensation for our Chief Executive Officer with the full Board of Directors prior to communicating those decisions to our Chief Executive Officer.

 ●

•   Directly responsible for the appointment, compensation, retention and oversight of the independent compensation consultant.

 

 

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 Board committeesCommittees and compensation for directors.

 

 ●

•   Administers an annual performance review of our Board committees,Committees, Board of Directors as a whole and our directors whose terms are expiring.

 

 ●

•   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, and Director Deferred Compensation Plan for Non-Employee Directors, and 2021 Deferred Compensation Plan for Non-Employee Directors in which our non-employee directors participate.

 

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

(1)

Mr. Aldrich served asNon-Executive Chair of our Board and attended Board Committee meetings as an ad hoc member through January 13, 2020.

(2)

Mr. Aldrich has served as a member of our Audit Committee and our Compensation Committee since January 14, 2020.

(3)

Audit committee financial expert under the rules of the SEC.

(4)

Ms. Alvord has served as a member of our Nominating and Corporate Governance Committee since her election to our Board on January 14, 2020.

(5)

Mr. Davis, Ms. Hays and Mr. Reynolds retired from our Board at the conclusion of our 2019 Annual Meeting of Shareholders.

(6)

Mr. Davis served asChair of our Compensation Committee until our 2019 Annual Meeting of Shareholders, when he retired from our Board.

(7)

Ms. Hays served as memberof our Compensation Committee and our Nominating and Corporate Governance Committee until our 2019 Annual Meeting of Shareholders, when she retired from our Board.

(8)

Mr. Heard has served as a member of our Audit Committee and our Nominating and Corporate Governance Committee since his election to our Board on January 14, 2020.

(9)

Ms. Lilly has served as a member of our Compensation Committee and our Nominating and Corporate Governance Committee since her election to our Board on January 14, 2020.

(10)

Mr. Nolan has served as ourNon-Executive Chair of our Board since January 14, 2020 and attends our Board Committee meetings as an ad hoc member.

(11)

Mr. Nolan served as a member of our Compensation Committee and our Nominating and Corporate Governance Committee through January 13, 2020.

(12)

Mr. Parker served as a member of our Audit Committee and our Nominating and Corporate Governance Committee through January 13, 2020 and as Chair of our Nominating and Corporate Governance Committee since January 14, 2020.

(13)

Mr. Pompa has served as a member of our Compensation Committee since January 14, 2020.

(14)

Mr. Reynolds served as Chair of our Nominating and Corporate Governance Committee until our 2019 Annual Meeting of Shareholders, when he retired from our Board.

(15)

Ms. Wagner served as a member of our Audit Committee and our Compensation Committee through January 13, 2020 and Chair of our Compensation Committee since January 14, 2020.

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:

 

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.

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.

 

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.

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.

 

Our 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.

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.

 

Compensation

Fiscal 2020

Compensation

Fiscal 2022    

Annual Cash Retainers:

Non-Executive Chair of the Board

$135,000(1)   $135,000

Board Member

        65,000(2)

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

Strategic Process Committee Chair(3)

 30,000

Strategic Process Committee Member(3)Annual Equity Grant

 15,000

Equity Grant

      105,000(4)(1)

Charitable Matching Contributions Program

 $2,000 maximum aggregate annual match

(1)

We pay an annual cash retainer to ourNon-Executive Chair of the Board. TheNon-Executive Chair also receives an annual equity award, similar to the othernon-employee directors.

 

(2)

Effective as of July 1, 2019, we increased the annual Board retainer from $60,000 to $65,000.

(3)

Not a standing Board Committee. The Strategic Process Committee was formed in February and concluded its activity in November 2019.

(4)(1)

On January 14, 2020,June 24, 2021, we granted a restricted stock awards for 3,211award of 2,721 shares to each non-employee director other than Mr. Heard, and a restricted stock unit award of 2,721 units to Mr. Heard, having a value of $105,000approximately $105,003 on the date of grant. The award vests over three years in equal annual installments on the anniversaries of the grant to those directors whose terms continued after the 2019 Annual Meeting of Shareholders and who served as our directordate. See “Fiscal 2022 Non-Employee Director Compensation Table” beginning on page 29 for all of fiscal 2020 and proratedadditional details.

Annual Equity Awards

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

two installments as follows: 2/3 of the award on June 26, 2021 and 1/3 on June 26, 2022.Non-employee directors could elect to receive deferred restricted stock units or restricted stock units, in lieu of a restricted stock award.

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 Director Deferred Compensation Plan as further described underfor Non-Employee Directors. For Ms. Wagner and Mr. Parker, amount also includes $20,000 supplemental cash payment for service on the heading “Director Deferred Compensation Plan” on page 25.ad hoc CEO search committee. During fiscal 2020, Messrs. Davis and2022, Mr. Pompa werewas our onlynon-employee directorsdirector to make deferrals ofdefer all or a portion of theirhis annual cash retainersretainer pursuant to our Director Deferred Compensation Plan.Plan for Non-Employee Directors.

(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 January 14, 2020,June 24, 2021, each of ournon-employee directors whose term continued after our 2019 Annual Meeting of Shareholders received a restricted stock award or restricted stock unit award or, if a director elected to defer receipt of all or a portion of his or hertheir restricted stock award, a deferred restricted stock unit award. Those continuingnon-employee directors who served on our Board for all of fiscal 2020 received awards of 3,211 shares each, and the 2019 New Directors received a prorated award, of 1,472 shares each.2,721 shares. The closing price of our common stock on the NASDAQNasdaq Global Select Market on January 14, 2020,June 24, 2021, the date of grant, was $32.70.$38.59. The table below sets forth certain information with respect to the aggregate number of shares of unvested restricted stock, restricted stock units, and deferred restricted stock units, including shares from dividends credited to the account, held by our non-employee directors as of February 26, 2022, the last day of fiscal 2022.

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 Director Deferred Compensation Plan;Plan for Non-Employee Directors; and matching contributions pursuant to our Charitable Matching Contributions Program forNon-Employee Directors. The table below sets forth the amounts contributed or paid by the Company for ournon-employee directors pursuant to such plans with respect to fiscal 2020.2022.

 

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 served asNon-Executive Chairretired from the Board on June 23, 2021, the date of our Board of Directors until our 2019the 2021 Annual Meeting of Shareholders held on January 14, 2020 and also served as Chair of the Strategic Process Committee.

(5)

Ms. Alvord, Mr. Heard and Ms. Lilly were elected to our Board at our 2019 Annual Meeting of Shareholders held on January 14, 2020.

(6)

Mr. Davis, Ms. Hays and Mr. Reynolds retired from our Board at the conclusion of our 2019 Annual Meeting of Shareholders on January 14, 2020.

(7)

Mr. Davis, Ms. Hays and Mr. Reynolds received a cash payment of $61,250 in lieu of a restricted stock award. The amount was 7/12 of the value of the annual equity award tonon-employee directors made on January 14, 2020, as they had served as our directors for seven months of fiscal 2020.

(8)

Mr. Nolan has served asNon-Executive Chair of our Board of Directors since the conclusion of our 2019 Annual Meeting of Shareholders and also served as a member of the Strategic Process Committee.

(9)

Mr. Parker also served as a member of the Strategic Process Committee.Shareholders.

EXECUTIVE COMPENSATIONExecutive Compensation

Compensation Committee Report

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:

 

Joseph F. Puishys, Chief Executive Officer and President

Ty R. Silberhorn, Chief Executive Officer and President

 

James S. Porter, Executive Vice President and Chief Financial Officer

Nisheet Gupta, Executive Vice President and Chief Financial Officer

 

Curtis J. Dobler, Executive Vice President and Chief Human Resources Officer(1)

Curtis J. Dobler, Executive Vice President and Chief Human Resources Officer

 

Brent C. Jewell, President, Architectural Framing Systems segment(2)

Brent C. Jewell, President, Architectural Framing Systems segment

 

Patricia A. Beithon, General Counsel and Corporate Secretary

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.

(1)

Mr. Dobler joined our Company on April 15, 2019.

(2)

On August 5, 2019, Mr. Jewell was promoted to President, Architectural Framing Systems segment. Previously, he served as our Senior Vice President, Business Development and Strategy.

Executive Summary

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.

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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.

LOGO

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

 

Fiscal 2020 Highlights

Net Sales

 

 We had net salesrevenue of $1.38$1.31 billion compared to $1.40$1.23 billion in fiscal 2019, a decrease2021, an increase of 1.0%7%.

 

Earnings

 

 We had earnings per diluted share of $2.32$0.14 compared to $1.63 a share$0.59 in fiscal 2019, an increase of 42%.2021.

 

Operational Performance

 

• Operating income was $22.0 million compared to $25.5 million in fiscal 2021.

   We had

• Operating margin was 1.7% compared to operating margin of 6.3%2.1% in fiscal 2021.

• Net cash provided by operating activities in fiscal 2022 was $100.5 million, compared to 4.8%$141.9 million in fiscal 2021. Cash flow in the prior year.

   We had operating income of $87.8 million, an increase of 31%year benefited from $67.3 million in fiscal 2019. Fiscal 2019 included $40.9 million of project-related charges on certain contracts acquired with the purchase of EFCO.

   Our productivity program, which includes our Lean Enterprise initiative, contributed to operating margin from cost productivity savings through Lean Enterprise, continuous improvement projects, costs management/synergy activities, and supply change optimization.

   Cash flow generated from operations was $107.3 million, up from $96.4 million in fiscal 2019, an 11.0% increase.

   Continued effective management of ourreduced working capital requirements with days working capital of approximately 56.7 days as ofand temporary actions related to the end of fiscal 2020.COVID-19 pandemic.

 

Shareholder Return

 

 We repurchased 686,9972,292,846 shares of our common stock during fiscal 20202022 at a total cost of $25.1$100.0 million.

 

 We paid dividends totaling $18.7$20.3 million during fiscal 20202022 and increased our quarterly cash dividend 7.1%10% to $0.1875$0.22 per share during the fourth quarter of fiscal 2020,2022, our seventhninth consecutive year with a dividend increase.

 

   Although our• We delivered annualized total shareholder return (“TSR”) was (14.6)(TSR) of 24.12%, (2.95)% and (6.8)%15.54% over the pastone-year, five-years and the past five-year periods, respectively, our annualized TSR was 9.6% over the pastten-yearten-years, period.

While ourone-year annualized TSR was (14.6)%, we believe that the significant accomplishments achieved during fiscal 2020 position our Company for future growth and improved profitability.respectively.

 

Fiscal 2020 Operations Highlights

Entrance Into New or Expanded Geographies and Industry Sectors

   Our Architectural Glass segment opened a new fabrication facility forsmall-sized and quick-turn projects.

   We continued to grow the North American geographic reach of our Architectural Framing Systems segment.

   We continued to focus on retrofit and renovation of windows and curtainwall within our Architectural Framing Systems and Architectural Glass segments.

Introduction of New Products

   Our Architectural Glass and Architectural Framing Systems segments introduced new products during fiscal 2020, including new architectural glass coatings, high-performance thermal framing systems, and hurricane and blast protection products.

   We have new product introduction plans in place for each of our business units.

   We continued our focus to drive margin improvement in our Architectural Framing Systems segment through increased productivity, cost management, integration/synergy activities, more focused project selection and a new segment leadership to further drive improvement.

Expansion of Current Capabilities

   We continued to make investments to increase product capabilities and manufacturing productivity.

Operations Improvement Efforts

   We implemented a procurement savings project that we anticipate will result in procurement savings of more than $30 million in fiscal 2021 and beyond and hired a Chief Procurement Officer to further drive procurement savings and efficiencies.

   We increased our focus on cost management and integration/synergy activities and supply chain management in our Architectural Framing Systems segment.

   We continued our company-wide continuous improvement and productivity program, which includes our Lean Enterprises initiative. Our continuous improvement efforts included automation, labor productivity and yield improvements, and numerous other continuous improvement efforts.

   We continued our senior and middle management leadership development programs to develop our future leaders.

   We continued our long-standing focus on workplace and job site safety.

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

LOGO

LOGO

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.

 


Our Executive

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

 

 

43

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.

 

 

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.

 

 

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.

 

 53
  
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.

 

 

49

  
  
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.

LOGO

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.

Short-term compensation

Base salary

Annual performance-based cash incentive award

Long-term compensation

Restricted stock award – (40%)

The number of time-based restricted stock awards granted to an executive in any given year is based on market compensation data as well as individual performance in the prior year.

Cash-based performance award – (60%)

Two-year performance-based awards onend-to-end cycles that are only earned upon achievement of certaintwo-year financial performance measures with any earned amounts paid over two years. These awards are granted every other year and settled in cash.

We believe atwo-year performance period is more appropriate for our Company due to the cyclical nature of the commercial construction industry, variability of project execution schedules as determined by our customers, and limited visibility to industry conditions and net sales more than two years out. In addition, we believe theend-to-end cycles of the awards compensate for having onlytwo-year performance periods instead of the three-year performance periods used by many other public companies. Our Compensation Committee regularly reviews and considers the appropriate performance period for our long-term performance-based awards.

Our Chief Executive Officer also participates in a performance-based evaluation incentive program that encourages him to drive continued growth, operational improvement and successful implementation of our strategic plan and to remain with our Company. All cash awards earned by our Chief Executive Officer pursuant to this program are mandatorily deferred pursuant to our Deferred Compensation Plan until our Chief Executive Officer leaves our Company.

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.

LOGO

(1)

Ourtwo-year performance-based awards haveend-to-end performance cycles, are granted every other year and are settled in cash. During fiscal 2019, we granted the opportunity to earn the fiscal 2019 – 2020 performance-based awards to all our Named Executive Officers. We will not make anytwo-year performance-based awards to our Named Executive Officers until fiscal 2021, after the completion of the current fiscal 2019 – 2020 award cycle. We have included the annualized (50%) value of such awards at target in the charts above. These awards are a component of long-term compensation for both years in the performance cycle.

(2)

During fiscal 2020, we granted the fiscal 2020 CEO evaluation incentive, which has aone-year performance period. All of the fiscal 2020 CEO evaluation incentive is included at target in the chart above.

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 2020, the Committee did not award any base salary increases to2022, Mr. Silberhorn, our Chief Executive Officer, but awarded base salary increases of approximately 3.0% to Messrs. Porter, Jewell and Ms. Beithon. Mr. Dobler who joined our Company on April 15, 2019, did not receive a base salary increase. Mr. Jewell also received a base salary increase of 13.6% in connection with his promotion to President of our Architectural Framing Systems segment on August 5, 2019. Our Named Executive Officers did not receive any base salary increases for fiscal 2021 and the Company implemented temporary base salary reductions of 25% for our Chief Executive Officer and 20% forAmong our Other Named Executive Officers, commencing as of April 26, 2020 for a period of approximately six months due to the disruptionMessrs. Gupta, Dobler and uncertainties created by theCOVID-19 pandemic. TheseJewell received base salary reductions will be reevaluated as economic conditions become clearer.increases ranging from 1.96% to 2.44%, and Mr. T. Johnson received an increase of 10.29%.

 

  

Annual Cash Incentive Payouts. Our annual cash incentive awards are designed to recordreward achievement of financial goals as they are established in our annual operating plan. OurFor Messrs. Silberhorn, Gupta and Dobler the fiscal 20202022 annual cash incentive did not pay out for our Chief Executive Officer and paid out at 6.18%103.34% of target performanceand for Messrs. Jewell and T. Johnson the fiscal 2022 annual cash incentive paid out at 57.97% and 165.37% of target, respectively. See “Fiscal 2022 Annual Cash Incentive Payouts” on page 45 for a discussion of the metrics, goals and amounts paid to our Named Executive Officers for our annual cash incentive awards in fiscal 2022.

Long-Term Incentive Awards. Our long-term incentive program for our Other Named Executive Officers based on below-target performance on days working capital (10% weighting), and below-threshold performance on EBT (65% weighting) and net sales (25% weighting). Mr. Dobler had a contractual minimum fiscal 2020 annual cash incentive of $231,000.

Restricted Stock Awards.    On April 25, 2019, the Committee awardedis comprised of: (i) 50% time-based restricted stock awards to our Named Executive Officers that vest ratably over three years. Our Chief Executive Officer received an award valued at $635,806years; and our Other Named Executive Officers received(ii) 50% performance awards with values ranging from $199,050a three-year performance period, which settle 50% in cash and 50% in stock and are paid out based on the Company’s three-year average ROIC during the performance period. 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 $246,822 duringthe terms of his employment agreement. In fiscal 2020. In addition,2022, Mr. DoblerSilberhorn received a restricted stock award valued at $373,000 when he joined our Company on April 15, 2019$799,996 and Mr.a performance award with a target payout of $1,199,997 and Messrs. Gupta, Dobler, Jewell and T. Johnson received an additional restricted stock award having a value of $327,000 in connectionawards with his promotionvalues ranging from $270,009 to President of our Architectural Framing Systems segment in August 2019.$429,016 and performance awards with target payouts ranging from $224,995 to $390,001.

Fiscal 2019 – 2020 Performance-Based Awards.    We did not pay any incentives pursuant to the fiscal 2019 – 2020 performance-based awards because the Company did not meet the aggressivetwo-year financial metrics for such awards.

Chief Executive Officer Evaluation Incentive.    Our Chief Executive Officer earned $210,492, 90.1% of target performance, under the fiscal 2020 CEO evaluation incentive award, which was mandatorily deferred pursuant to our Deferred Compensation Plan.

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


Element

 

Objective

 

How Determined

 

Market
Positioning(1)

 

How Impacted by
Performance

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 relative to competitive market practices.

of base salary and benefits for comparable roles at peers.
 BasedAdjusted based on individual performance.

Annual Cash

Incentive Compensation (Short-Term Incentive)

 Create an incentive for achievement ofpre-defined annual Company financial performance results. 

For target bonus award opportunity percentages –A percentage of base salary based on competitive market data and trends, and internal equity.

 

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:

  Below target performance: total cash at or below the 25th percentile.

  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 Compensation:Compensation(2)

   Restricted Stock (40% awarded annually)(50%); and

 

   Two-Year Performance-Based•   Performance Awards (60% awarded every other year)(50%)

 

Align the interests of executives with shareholders and to focus executives on achieving long-term sustained performance, entrepreneurial styleentrepreneurship and delivery of quality products and services, while creating appropriate retention incentives through the use of multi-year vesting schedules.

 

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.

Cash payoutawards and the stock settled portion of thetwo-year performance-based awards is dependent on achievement oftwo-year Company financial performance goals.

awards.

 

(1)

Actual pay levels may be above or below the targeted level depending on all of the factors outlined in the “How Determined” column of the table.actual performance.

(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.

Compensation Process

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:

 

Companies with revenue within a similar range (0.33 to 3.0 multiple).

Companies with revenue within a similar range (0.33 to 3.0 multiple).

 

Companies with market capitalization within a similar range (0.33 to 3.0 multiple).

Companies with market capitalization within a similar range (0.33 to 3.0 multiple).

 

Companies with market capitalization to revenue ratio of 0.5 or greater.

Companies with market capitalization to revenue ratio of 0.5 or greater.

 

Companies in the same or similar industries.

Companies in the same or similar industries.

 

Companies with business model similarity, which may include the following:

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.

 

Companies in the same geographic location (to a lesser degree).

Companies in the same geographic location (to a lesser degree).

 

Companies included in the prior-year peer group, to help ensure year-over-year consistency (where appropriate).

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.

 

   Aegion Corporation

  

•   Griffon Corporation

•   American Woodmark Corporation

  

   H.B. Fuller Company

   AZZ Inc.

  

   LCI Industries

   BMC Stock Holdings, Inc.

  

   Masonite International Corporation

   Eagle Materials Inc.

  

   Cornerstone Building Brands, Inc. (formerly NCI Building Systems, Inc.)(1)

   EnPro Industries, Inc.

   Quaker Chemical Corporation

   Gibraltar•   EnPro Industries, Inc.

  

   Quanex Building Products Corporation

   Graco•   Gibraltar Industries, Inc.

  

   Tennant Company

   Griffon Corporation•   Graco Inc.

  

 

(1)

NCI Building Systems, Inc., merged with Ply Gem Holdings to form Cornerstone Building Brands, Inc.

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:

 

As an input in designing our compensation plans and philosophy;

As an input in designing our compensation plans and philosophy;

 

As an input in developing base salary adjustments, annual cash incentive targets and long-term incentive ranges;

As an input in assessing and developing base salary adjustments, annual cash incentive targets and long-term incentive ranges;

 

To benchmark the form and mix of long-term incentive awards;

To benchmark the form and mix of long-term incentive awards;

 

To assess the competitiveness of total direct compensation awarded to our Named Executive Officers and certain of our other executives; and

To assess the competitiveness of total direct compensation awarded to our Named Executive Officers and certain of our other executives; and

 

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).

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.

Mr. Puishys. Mr. Puishys’ key accomplishments during fiscal 2020 included:

Established and staffed a new leadership organization for a more integrated Architectural Framing Systems segment.

Drove supply chain and manufacturing optimization in the Architectural Framing Systems segment, nearly doubling intra-segment material supply and sales and cross business unit manufacturing footprint utilization among four of the Architectural Framing System segment business units.

Completed a company-wide procurement savings project that is expected to result in procurement savings of an anticipated $30 million in fiscal 2021 and strengthened the Company’s procurement organization by hiring a Chief Procurement Officer to further centralize the Company’s procurement program and drive further procurement savings and efficiencies.

Completed the construction andstart-up of an architectural glass fabrication facility that will servesmall-sized, quick-turn commercial construction projects on schedule and budget.

Increased sales and profitability and improved operational performance of our Architectural Glass segment for large andmid-sized commercial construction projects.

Strengthened the Company’s Human Resources function by adding a Chief Human Resources Officer.

Mr. Porter. Mr. Porter’s key accomplishments during fiscal 2020 included:

Led a company-wide procurement savings project that addressed costs for direct materials, freight, services and indirect cost categories that is expected to result in procurement savings of an anticipated $30 million in fiscal 2021 and strengthened the Company’s procurement organization to maintain identified savings, drive further procurement savings and efficiencies, and further centralize the Company’s procurement program.

Established a segment Vice President, Finance leadership position in the Architectural Framing Systems segment to coordinate more integrated segment performance.

Assisted in the development of Architectural Framing Systems segment integration plans to drive extrusion-finishing synergies and other material synergies to position the segment for annualized cost reductions in fiscal 2021.

Led efforts to amend and extend the Company’s credit facility that provides for a $235 million revolving loan and a $150 million term loan, both with favorable terms and conditions.

Returned $44 million to shareholders through dividends and share repurchases, while reducing outstanding debt by $28 million during fiscal 2020.

Mr. Dobler. Mr. Dobler’s key accomplishments during fiscal 2020 included:

Led organization design efforts for the Architectural Framing Systems segment, resulting in a new leadership organization for the segment, including President and Vice President, Finance for the segment and “functionalization” of segment Human Resources and IT support for the segment.

Led Human Resources excellence efforts to drive more standard/uniform approaches throughout the Company to how the Company staffs, manages and develops employees, including new processes and procedures for leadership development plans for senior leaders, uniform approach to the annual operating plan and annual merit increases and alignment of certain human resources policies and practices.

Established a Company Talent Management Center of Excellence for more robust and focused employee development efforts.

Completed an assessment of Company incentive plans throughout the organization, standardizing salaried employee incentive plans to more closely reflect business performance and motivate individual behaviors that support Company goals, objectives and financial performance and significantly reduced the number of different incentive plans for salaried employees.

Mr. Jewell. Mr. Jewell’s key accomplishments during fiscal 2020 included:

Established and staffed a new leadership organization for a more integrated Architectural Framing Systems segment to position the segment for future profitable growth while leveraging the combined manufacturing and functional capabilities across the six Architectural Framing Systems business units.

Led leadership transitions at three of the six Architectural Framing Systems segment business units.

Led Architectural Framing Systems segment integration efforts in the areas of extrusion finishing synergies, other material synergies and product development.

Provided oversight to the Company’s building renovation initiative to replace and upgrade the exteriors of existing commercial buildings, securing orders in excess of the initiative’s fiscal 2020 goal, primarily for our Architectural Framings Systems segment business unit and Architectural Glass segment.

Ms. Beithon. Ms. Beithon’s key accomplishments during fiscal 2020 included:

Led corporate governance initiatives leading to shareholder approval of amendments to the Company’s Articles to provide for the election of directors by majority vote, reducing the required vote of our shareholders from supermajority to majority to remove a director and eliminating anti-greenmail provisions.

Led a corporate governance initiative to obtain shareholder approval of an exclusive forumBy-law provision.

Led efforts to adopt and obtain shareholder approval of the 2019 Stock Incentive Plan and 2019Non-Employee Director Stock Plan.

Managed and resolved various claims and litigation matters.

Provided legal support for the construction andstart-up of the new Architectural Glass fabrication facility to servesmall-sized, quick-turn projects.

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)               

(1)

Mr. Jewell was promoted to President, Architectural Framing Systems segment on August 5, 2019 and received a 13.6% promotional base salary increase to $410,000 at that time.

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.

 

(1)

We define days working capital as average working capital (current assets less current liabilities) multiplied by the number of days in the period and then divided by net sales in the period. We consider this a useful metric in monitoring our performance in managing working capital.

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 PayoutsFiscal 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  

 

  

 

  

 

  

 

  

 

  

 

 
   100   100.00   800,000   103.34   826,720   103.34 
  Performance
Goals
  Potential Payout  Actual Payout  

 

  

 

  

 

  

 

  

 

  

 

 

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
  

 

  

 

  

 

  

 

  

 

  

 

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 
    

 

  

 

  

 

    

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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
  

 

  

 

  

 

  

 

  

 

  

 

    100    75.00  336,000    6.18  20,787  3.71   100   75.00   390,000   103.34   403,026   77.51 
    

 

  

 

  

 

    

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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
  

 

  

 

  

 

  

 

  

 

  

 

 Apogee EBIT  75   45.00   176,850   61.49   144,994   36.89 
  

 

  

 

  

 

  

 

  

 

  

 

 
    100    60.00  231,000    6.18  14,276  3.71   100   60.00   235,800   103.34   243,676   62.00 
    

 

  

 

  

 

    

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

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
  

 

  

 

  

 

  

 

  

 

  

 

    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 
    

 

  

 

  

 

    

 

  

 

 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
  

 

  

 

  

 

  

 

  

 

  

 

    100    60.00  222,600    6.18  13,764  3.71  

 

  

 

  

 

  

 

  

 

  

 

 
    

 

  

 

  

 

    

 

  

 

   100   60.00   252,000   57.97   146,084   34.78 
  

 

  

 

  

 

  

 

  

 

  

 

 

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 
  

 

  

 

  

 

  

 

  

 

  

 

 
   100   60.00   225,000   165.37   372,083   99.22 
  

 

  

 

  

 

  

 

  

 

  

 

 

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 NASDAQ StockNasdaq Global Select Market on the date of grant. The awards to Messrs. Puishys, Porter and Ms. Beithon were made on April 25, 2019. The award made to Mr. Dobler was made on April 15, 2019, when he joined our Company as Executive Vice President and Chief Human Resources Officer. The awards to Mr. Jewell for 5,000 shares were made on April 25, 2019 and for 10,000 shares on January 14, 2020, in connection with his promotion to President of our Architectural Framing Systems segment.20, 2021.

 

 (2)

The closing price of our common stock on the NASDAQNasdaq Global Select Market on the date of grant.

(3)

Calculated as a percentage of Mr. Jewell’s base salary after his promotion to President of our Architectural Framing Systems segment.

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.

Two-Year Performance-Based Awards and Payout Cycle

Award

Fiscal

  2017  

Fiscal

  2018  

Fiscal

  2019  

Fiscal

  2020  

Fiscal

On April 20, 2021,

Fiscal

  2022  

Fiscal

2017 – 2018

Award

Performance Period    50% Paid50% Paid

Fiscal

2019 – 2020

Award

Performance Period    50% Paid(1)50% Paid(1)

Performance award cycles are measured on a fiscal year basis (March – February).

Award payouts are made 50% at the end of thetwo-year performance cycle (usually in May) and 50% in the following year (usually in March) promoting continued retention for plan participants.

(1)

No amounts were earned pursuant to the fiscal 2019 – 2020 performance base awards.

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)(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 only one of the performance goals and is not achieved for any other performance goals. If actual results are below threshold performance level for all performance goals, the payout will be zero.goal.

 

(2)(3)

Assumes target performance level is achieved for allthe performance goals.goal.

 

(3)(4)

Assumes maximum performance level is achieved for allthe performance goals.goal.

(4)

Mr. Dobler joined our Company on April 15, 2019 and received a prorated fiscal 2019 – 2020 performance-based award (approximately 50%), based on his fiscal 2020 salary.

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 62616362 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.

LOGO

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.

Clawback Policy

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.

Tax Considerations

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.

Compensation Risk Analysis

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:

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 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 cash-based incentive plans;

Different financial performance metrics for our annual cash incentive and long-term cash-based 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 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.

Summary Compensation Table

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
Officer and
President

   

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

 

 

James S. Porter

   2020    446,000         246,822        20,787        19,922        733,531 

Executive Vice
President and
Chief Financial Officer

   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,
and
Chief Human Resources Officer

               

Brent C. Jewell(7)

   2020    387,577         526,050        14,453        15,583        943,663 

President,
Architectural Framing
Systems segment

   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
Corporate Secretary

   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
Compen-

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
President

  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
and Chief Financial Officer

  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,
and Chief Human
Resources Officer

  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
Framing Systems segment

  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
Services Segment

              
              

 

(1)

The amounts shown in this column represent the grant date fair value of the restricted stock awards madegranted in fiscal 2020, 20192022, 2021 and 2018.2020. These amounts are calculated in accordance with FASB ASC Topic 718 based on the closing share price of our common stock on the date of grant. See Note 13,12, Share-Based Compensation, to our audited financial statementsfiscal 2022 Audited Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 29, 2020.26, 2022, for assumptions made in the valuation.

 

    

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 for fiscal 2020 for our Chief Executive Officer represent the fiscal 2020 CEO evaluation incentive award of $210,492, which was deferred into our Deferred Compensation Plan, andamounts earned pursuant to the formula established for our Other Named Executive Officers represents only the fiscal 20202022 annual cash incentive awards.

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         

 

(3)

The following table shows each component of the “Change in Pension Value andNon-Qualified Deferred Compensation Earnings” column for each of our Named Executive Officers for fiscal 2020, 2019 and 2018.

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 2020.2022.

 

  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)

This column reportsIncludes the amounts we set aside or accrued during fiscal 20202022 under our 401(k) Retirement Plan and Employee Stock Purchase Plan as matching contributions on our Named Executive Officers’ contributions to such plans. Such contribution amounts are set forth in the table below. Our Named Executive Officers are eligible to participate in our 401(k) Retirement Plan and Employee Stock Purchase Plan on the same basis as all eligible employees.

 

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)

This column representsIncludes dividends paid on unvested restricted stock during fiscal 2022, pursuant to our 2009 Stock Incentive Plan, or accrued on unvested restricted stock, pursuant to our 20092019 Stock Incentive Plan.

 

(c)(5)

Includes $2,000 for reimbursement of financial planning fees, $1,140Messrs. Silberhorn and Gupta were not Named Executive Officers in premiums paid for enhanced long-term disability insurance, $3,000 for an enhanced access medical care program,fiscal 2020 and $1,263 for reimbursement of spousal travel.Mr. T. Johnson was not a Named Executive Officer in fiscal years 2020 or 2021.

 

(d)(6)

Consists of premiumsa cash bonus paid for enhanced long-term disability insurance.

(e)

Consiststo Mr. Silberhorn pursuant to the terms of $877 in premiums paid for enhanced long-term disability insurance and $75,715 for relocation costs.

(f)

Includes $2,000 for reimbursementhis Employment Agreement on the first payroll date after the first anniversary of financial planning fees, $1,140 in premiums paid for enhanced long-term disability insurance.

(5)

Mr. Doblerthe date he joined our Company on April 15, 2019.

(6)

When Mr. Dobler joined our Company he negotiated a minimum fiscal 2020 annual cash incentive of $231,000, target level performance. The fiscal 2020 annual cash incentive earned was $14,276, with $216,724 being a contractual bonus.

(7)

Mr. Jewell was promoted to President, Architectural Framing Systems segment on August 5, 2019.the Company.

Grants of Plan-Based Awards

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 20202022 annual cash incentive awards and the cash portion of the fiscal 2020 CEO evaluation incentive award.2022 – 2024 performance awards. See “Annual Cash Incentive Compensation” beginning on page 42 and “Performance Awards” on pages 46.

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)

The restricted stock awards madeThese columns show the threshold, target and maximum level of shares to be earned under the performance share unit portion of the fiscal 2022 – 2024 performance awards. See “Performance Awards” on April 25, 2019 to Messrs. Puishys, Porter and Jewell and Ms. Beithon were based on their performance during fiscal 2019 and vest in three equal annual installments commencing on April 30, 2020. Mr. Dobler’s restricted stock award was made when he joined our Company on April 15, 2019 and vests in three equal annual installments commencing on April 15, 2020. The restricted stock award made to Mr. Jewell on January 14, 2020 was made in connection with his promotion to President of our Architectural Framing Systems segment and vests in three equal installments on January 14, 2021, August 5, 2021 and August 5, 2022. Dividends or other distributions (whether cash, stock or otherwise) will be paid during the vesting period with respect topage 46.

(3)

This column shows the restricted stock awards made on April 15 and 25, 2019 pursuant to the

2009 Stock Incentive Plan and will only accrue during the vesting period and will be paid only if the restricted shares vest with respect to the restricted stock award made on January 14, 2020 pursuant to the 2019 Stock Incentive Plan. In the event of total disability or death prior to the end of the vesting period, the shares of restricted stock will be distributed at the end of the vesting period to the participant, in the event of disability, or to his or her estate, in the event of death. Our restricted stock program is described under20, 2021. See “Restricted Stock Awards” beginning on pages 44 –page 45.

 

(3)(4)

The grant date fair value of the restricted stock awards wasand the performance share unit portion of the Performance Awards were calculated in accordance with FASB ASC Topic 718 by multiplying the number of restricted shares of our common stockor performance share units at target performance by the closing price of our common stock on the NASDAQNasdaq Global Select Market on the date of grant. The closing price of our common stock on the NASDAQNasdaq Global Select Market was $39.81$34.71 on April 25, 2019, the date of grant for Messrs. Puishys, Porter and Jewell and Ms. Beithon; $37.30 on April 15, 2019, the date of grant for Mr. Dobler and $32.70 on January 14, 2020, the date of the grant of the 10,000 share restricted stock award to Mr. Jewell in connection with his promotion.date, April 20, 2021.

 

    (4)

There is no threshold performance level for the fiscal 2020 CEO evaluation incentive award.For a description of how these awards are treated upon termination or a change-in-control, see “Potential Payments Upon Termination of Following a Change-in-Control” beginning on page 58.

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 NASDAQNasdaq Global Select Market on the date of grant.

 

(2)

The market value is calculated by multiplying the closing price of $30.19,$45.53, the closing price of our common stock on the NASDAQNasdaq Global Select Market on February 28, 2020,25, 2022, the last trading day of fiscal 2020,2022, by the number of shares of restricted stock that had not vested or the number of unearned performance share unit portion of the Performance Awards as of February 29, 2020,26, 2022, the last day of fiscal 2020.2022.

(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,

 (3)

Represents a stock optiontarget and maximum award that vested in equal, annual installmentslevels are set. Our Performance Award program is described under the heading “Performance Awards” on the first three anniversaries of the date of grant and has a10-year term.page 46.

 

(4)(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 27, 2017,20, 2021, which vests in three installments commencing on April 30, 2022.

(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, 2018.2021.

 

(5)

Represents an unvested restricted stock award granted on April 26, 2018, which vests in three equal installments commencing on April 30, 2019.

(6)(11)

Represents an unvested restricted stock award granted on April 25, 2019, which vests in three equal annual installments commencing on April 30, 2020.

 

(7)(12)

Represents an unvested restricted stock award granted on April 15, 2019, which vests in three equal annual installments commencing on April 15, 2020.

(8)

Represents an unvested restricted stock award granted on May 29, 2018, which vests in two equal annual installments commencing on May 29, 2019.

(9)

Represents an unrestricted stock award granted on January 14, 2020, which vests in three equal installments on January 14, 2021, August 5, 2021, and August 5, 2022.

(13)

Represents an unvested restricted stock award granted on January 14, 2020, which vests in three equal annual installments commencing on January 14, 2021.2021, September 30, 2021, and September 30, 2022.

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

 

(1)
Fiscal 2020 Option Exercises and Stock Vested
Stock Awards

Name                     

NumberThe value realized on exercise represents the total number of Shares
Acquiredshares acquired on

Vesting (#)(1)
Value Realized exercise multiplied by the market price of our common stock on
Vesting ($)

Joseph F. Puishys the exercise date, as reported on the Nasdaq Global Select Market, less the per share exercise price.

19,698793,829(2)

James S. Porter

5,384216,975(2)

Curtis J. Dobler

Brent C. Jewell

3,000112,530(3)

Patricia A. Beithon

3,860155,558(2)

 

(1)(2)

Includes shares of restricted stock that became vested and were distributed during fiscal 2020.2022.

 

(2)(3)

The value realized is calculated by multiplying $40.30, the closing price of our common stock on the NASDAQNasdaq Global Select Market on April 30, 2019,the vesting date by the shares of restricted stock that became vested on April 30, 2019.vested.

(3)

The value realized is calculated by multiplying $37.51, the closing price of our common stock on the NASDAQ Global Select Market on May 29, 2019, by the shares of restricted stock that became vested on May 29, 2019.

Retirement Plan Compensation

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

 

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  

(1)

The present value of accumulated benefits is based on the assumptions used in determining our Legacy SERP benefit obligations and net periodic benefit cost for financial reporting purposes, except that nopre-retirement mortality assumption is used for these calculations. A complete description of the accounting policies and assumptions we used to calculate the present value of accumulated benefits can be found in Note 10, Employee Benefit Plans – Officers’ Supplemental Executive Retirement Plan (SERP), Obligations and Funded Status of Defined-Benefit Pension Plans and Additional Information, to our audited financial statements included in the Annual Report on Form10-K for the fiscal year ended February 29, 2020.

401(k) Retirement Plan

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

Deferred Compensation Plan

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.

Deferred Compensation Table

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.

Fiscal 2020 Deferred Compensation

Name

Name of Plan

Executive
Contributions
in Last Fiscal
Year ($)
Registrant
Contributions

in Last Fiscal
Year ($)
Aggregate
Earnings

in Last Fiscal
Year ($)(1)
Aggregate
Withdrawals/

Distributions
($)
Aggregate    
Balance    

at Last Fiscal    
Year End ($)    

Joseph F. Puishys

Deferred Comp.

210,492(2)

—    

  2,775,475(3)

Legacy Deferred Comp.—    —    

James S. Porter

Deferred Comp.

—    

—    

Legacy Deferred Comp.—    —    

Curtis J. Dobler

Deferred Comp.

—    

—    

Legacy Deferred Comp.—    —    

Brent C. Jewell

Deferred Comp.

—    

—    

Legacy Deferred Comp.—    —    

Patricia A. Beithon

Deferred Comp.

—    

—    

Legacy Deferred Comp.638        63,171(4)

(1)

Pursuant to SEC rules, all earnings onnon-qualified deferred compensation during fiscal 2020 in excess of 3.50%, 120% of the applicable federal rate compounded annually, have been deemed “above-market earnings.” During fiscal 2020, the interest paid on amounts deferred for plan years beginning prior to January 1, 2010, pursuant to our Legacy Deferred Compensation Plan was 4.47%. These amounts are reported in the “Change in Pension Value andNon-Qualified Deferred Compensation Earnings” column of the “Summary Compensation Table” on page 51.

(2)

The amount reported for Mr. Puishys is reported in the “Summary Compensation Table” on page 51 in the“Non-Equity Incentive Plan Compensation” column.

(3)

A portion of the amount reported for Mr. Puishys is reported in the “Summary Compensation Table” on page 51 in the“Non-Equity Incentive Plan Compensation” column for fiscal 2020, 2019 and 2018; and a portion of this amount was earned prior to fiscal 2018; however, all of the amounts earned prior to fiscal 2018 were reported in the “Summary Compensation Table” in the year earned.

(4)

The amount reported for Ms. Beithon is not reported in the “Summary Compensation Table” on page 51 because all of this amount was earned by her prior to fiscal 2018; however, all of this amount was reported in the “Summary Compensation Table” in the years earned.

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).

Payments Made Upon Death

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)          
    

 

 

  

 

 

  

 

 

  

 

 

 
  

Total

   4,171,815   3,803,064   2,798,733   7,663,762 
    

 

 

  

 

 

  

 

 

  

 

 

 
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)          
    

 

 

  

 

 

  

 

 

  

 

 

 
  

Total

   586,123   339,124      1,934,323 
    

 

 

  

 

 

  

 

 

  

 

 

 
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)          
    

 

 

  

 

 

  

 

 

  

 

 

 
  

Total

   533,146   301,900      1,569,624 
    

 

 

  

 

 

  

 

 

  

 

 

 
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)          
    

 

 

  

 

 

  

 

 

  

 

 

 
  

Total

   780,921   543,420      1,885,360 
    

 

 

  

 

 

  

 

 

  

 

 

 
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)          
    

 

 

  

 

 

  

 

 

  

 

 

 
  

Total

   487,385   259,634      1,456,672 
    

 

 

  

 

 

  

 

 

  

 

 

 

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)          
  

 

 

  

 

 

  

 

 

  

 

 

 
 

      Total

 

 

3,463,366

 

 

 

3,128,366

 

 

 

2,898,778

 

 

 

7,754,972

 

  

 

 

  

 

 

  

 

 

  

 

 

 
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)          
  

 

 

  

 

 

  

 

 

  

 

 

 
       Total  2,128,569   1,863,570      4,173,932 
  

 

 

  

 

 

  

 

 

  

 

 

 
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)          
  

 

 

  

 

 

  

 

 

  

 

 

 
 

      Total

 

 

1,708,485

 

 

 

1,475,235

 

 

 

 

 

 

3,044,974

 

  

 

 

  

 

 

  

 

 

  

 

 

 
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)          
  

 

 

  

 

 

  

 

 

  

 

 

 
       Total  2,066,379   1,826,379      3,493,114 
  

 

 

  

 

 

  

 

 

  

 

 

 

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)          
  

 

 

  

 

 

  

 

 

  

 

 

 
 

      Total

 

 

1,531,968

 

 

 

1,303,218

 

 

 

 

 

 

2,802,855

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1)

Equals the sum of (a) two times his or hertheir annual base salary as of February 29, 2020,26, 2022, and (b) two times his or hertheir fiscal 20202022 annual cash incentive award at target level performance.performance, payable in a lump sum, except for “Payments Upon Termination without Cause or for Good Reason” for Mr. Silberhorn, which represents one times his annual base salary as of February 26, 2022, payable in a lump sum.

 

(2)

We will pay legal fees and expenses incurred to obtain or enforce any right or benefit under his or hertheir CIC Severance Agreement or, with respect to Mr. Silberhorn, under his Employment Agreement.

 

(3)

Includes restricted stock awards, which would vest upon an assumed occurrence on February 28, 202025, 2022, of one of the following events: (a) disability; (b) death; or (c) termination following aChange-in-Control.specified events. The amount in this table represents such aggregate number of shares multiplied by

$30.19, $45.53, the closing price of our common stock on the NASDAQNasdaq Global Select Market on February 28, 2020,25, 2022, the last trading day of fiscal 2020.2022.

 

(4)

TheIn the event employment is terminated due to retirement, disability or death prior to the end of the performance period for the performance awards, our Named Executive Officer, or their estate, will be entitled to retain and receive a pro-rata portion of the performance awards at the end of the performance period, to the extent earned.

(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 2020 CEO evaluation incentive award at target2022, assuming that the performance period and retention period ended uponon the assumed occurrence on February 28, 2020 (one day before the enddate of theone-year performance period) of one of the following events: (a) disability; (b) death; (c) aChange-in-Control, without termination; or (d) termination following aChange-in-Control.as adjusted for the truncated performance period.

 

(5)(6)

The amount representsIncludes the payoutintrinsic value of Mr. Puishys’ balance in the Deferred Compensation Plan,stock options, which is attributable to the fiscal 2015 – 2018 CEO evaluation incentives and the portion of his fiscal 2015 – 2016 and fiscal 2017 – 2018 performance-based award incentives that were mandatorily deferred, assuming the retention period endedwould vest upon thean assumed occurrence on February 28, 202025, 2022, of one of the following events: (a) disability; (b) death; (c) aChange-in-Control without termination;specified events. The amount in this table represents such aggregate number of shares subject to options that would vest multiplied by the lower of $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 2022, or (d) termination following aChange-in-Control.$35.70, the maximum share price as stated in the Stock Option Agreement, less $23.04, the exercise price of such options.

 

(6)(7)

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. Puishys, Porter,Silberhorn, Gupta, Dobler, and Jewell and Ms. Beithon.T. Johnson.

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:

 

the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $48,635; and

the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $51,364; and

 

the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included on page 51 of this proxy statement, was $1,822,904.

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:

 

Alignment of management’s interests with our shareholders’ interests to support long-term value creation through our equity compensation programs and share ownership guidelines;

Alignment of management’s interests with our shareholders’ interests to support long-term value creation through our equity compensation programs and share ownership guidelines;

 

Pay-for-performance, which is demonstrated by linking annual cash incentives and long-term incentives to key financial measures;

Pay-for-performance, which is demonstrated by linking annual cash incentives and long-term incentives to key financial measures;

 

Providing a flexible compensation package that reflects the cyclical nature of our business and fairly compensates our executives over our business cycle; and

Providing a flexible compensation package that reflects the cyclical nature of our business and fairly compensates our executives over our business cycle; and

 

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.

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.

 

Our compensation programs are substantially tied to achievement of our key business objectives. A significant portion of each Named Executive Officer’s potential total annual cash compensation and long-term compensation isat-risk and linked to our operating performance.

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.

 

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.

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.

 

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.

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.

 

We have stock ownership guidelines for our executive officers.

We have stock ownership guidelines for our executive officers.

 

We offer very limited perquisites to our executive officers and do not provide tax reimbursement or“gross-ups” on perquisites, other than annual executive health physicals.

We offer very limited perquisites to our executive officers and do not provide tax reimbursement or “gross-ups” on perquisites.

 

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.

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.

 

We continue to refine our executive compensation program to reflect evolving executive compensation practices.

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.

Audit Committee Report

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        

  

 

   

 

 

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 20202022 and 20192021 consisted of $77,000$60,059 and $62,600,$70,221, respectively, for U.S. and foreign tax return reviews, $43,410 and $69,300 and $98,800,$212,867, respectively, for miscellaneous tax consultations.consultations, and $131,924 and $162,159, respectively for tax consultations for the COVID-19 pandemic related wage and tax credit matters. Tax fees for fiscal 2022 also include $168,269 for tax consultations relating to a legal entity restructuring project.

(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.

FREQUENTLY ASKED QUESTIONS

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:

Election of three Class I directors for terms expiring at our 2023 Annual Meeting of Shareholders;

Advisory vote on Apogee’s executive compensation; and

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

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:

FOR the election of each of the nominees as Class I directors for a term expiring at the 2023 annual meeting of shareholders;

FORthe Say on Pay Proposal; and

FORthe ratification of the appointment of 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.

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.

What are my voting rights?

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.

How can I attend the meeting?

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

 

you are

Vote Required

Voting
Options

Board
Recommendation

Broker
Discretionary
Voting
Allowed(1)

Impact of
Abstention

Impact

of
Broker
Non-

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,
AGAINST,
ABSTAIN

            FOR

          No

     None

None

Proposal 2 - “Say on Pay” Advisory vote to approve Apogee’s executive compensation

Majority of votes present and vote in person at(i.e., online) or by proxy and entitled to vote on this item(3)

FOR,
AGAINST,
ABSTAIN

            FOR

          No

     Against

None

Proposal 3 - Ratification of the Annual Meeting;appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 25, 2023

Majority of votes present in person (i.e., online) or by proxy and entitled to vote on this item(3)

FOR,
AGAINST,
ABSTAIN

            FOR

          Yes

     Against

N/A

 

(1)

youA “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have properly submitteddiscretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. If a broker returns a “non-vote”proxy viaindicating a lack of authority to vote on a proposal, then the Internet,shares covered by telephone,such a “non-vote” proxy will be deemed present at the meeting for purposes of determining a quorum, but generally are not counted or deemed to be present in person or by mail, even if you abstain fromproxy for the purpose of voting on one or more matters; orProposals 1-2.

 

(2)

you hold your sharesSection 5.02 of the Company’s Articles of Incorporation require that a director nominee will be elected only if they receive a majority of the votes cast with respect to their election in street name (as discussed under “Whatan uncontested election, that is, the difference betweennumber 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. If a shareholderdirector nominee is not elected and the nominee is an incumbent director, that director shall promptly tender their resignation to the Board of recordDirectors, subject to acceptance by the Board of Directors. In that event, the Nominating and Corporate Governance Committee must make a “street name” holder?”recommendation to the Board on page 75)whether to accept or reject the tender of resignation. The Board, after taking into account the recommendation, must publicly disclose its decision and you didrationale within 90 days after the election. The director who failed to receive a majority vote will not provideparticipate in the decision.

(3)

The voting instructions to your broker and your broker uses its discretionary authority to vote yourstandard assumes that the number of shares on the ratificationvoted in favor of such proposal constitute more than 25% of the appointmentoutstanding shares of our independent registered public accounting firm.common stock.

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 on the Notice or, if you received paper copies of our proxy materials, on the enclosed proxy card;

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; or

by completing, signing and mailing the proxy card (if you received paper copies of our proxy materials).

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.

How are votes counted?

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.

Who will count the vote?

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:

 

by sending a written notice of revocation to our Corporate Secretary;

by sending a written notice of revocation to our Corporate Secretary;

 

by submitting a later-dated proxy to our Corporate Secretary;

by submitting a later-dated proxy to our Corporate Secretary;

 

by submitting a later-dated proxy via the Internet;

by submitting a later-dated proxy via the Internet;

 

by submitting a later-dated proxy by telephone; or

by submitting a later-dated proxy by telephone; or

 

by voting in person at the meeting.

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:

 

by sending a written notice of revocation to the plan trustee or plan custodian;

by sending a written notice of revocation to the plan trustee or plan custodian;

 

by submitting a later-dated voting instruction or proxy to the plan trustee or plan custodian;

by submitting a later-dated voting instruction or proxy to the plan trustee or plan custodian;

 

by submitting a later-dated voting instruction or proxy via the Internet; or

by submitting a later-dated voting instruction or proxy via the Internet; or

 

by submitting a later-dated voting instruction by telephone.

by submitting a later-dated voting instruction by telephone.

How can I attend the meeting?

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.

What is a proxy?

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,

 

LOGO

LOGO

 

Meghan M. Elliott

Vice President, General Counsel and

Corporate Secretary

Dated: May 7, 20209, 2022

  

Patricia A. Beithon

General Counsel and Corporate Secretary

LOGO

APOGEE ENTERPRISES, INC.

4400 WEST 78TH STREET

SUITE 520

MINNEAPOLIS, MN 55435

 

    LOGO

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 23, 2020.21, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

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.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until11:59 P.M. Eastern Time on June 23, 2020. 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.

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.

 

           
 

The Board of Directors recommends you vote FOR the following:

          
 

 

1.    

 

 

ELECTION OF DIRECTORS:

           
              
  

Nominees:

            
  

Class III Directors

 For AgainstFor AgainstAbstain        

Class I Directors

  

 

1a.  Lloyd E. JohnsonFrank G. Heard

 

 

 

 

 

 

        
  

 

1b.  Donald A. NolanElizabeth M. Lilly

 

 

 

 

 

 

        
  

 

1c.   Patricia K. WagnerMark A. Pompa

 

 

 

 

 

 

        
 

The Board of Directors recommends you vote FOR the following proposal:

    For Against 

Abstain

 
 

 

2.    

 

 

ADVISORY VOTE ONTO APPROVE APOGEE’S EXECUTIVE COMPENSATION.

   

 

 

 

 

 

 
 

 

The Board of Directors recommends you vote FOR the following proposal:

  For Against 

Abstain

 
 

 

3.    

 

 

RATIFICATION OFADVISORY VOTE TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS APOGEE’SOUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 27, 2021.25, 2023.

 

 

 

 

 

 

 
 

 

4.    

 

 

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.

    
              

 

 

    

        
 

Signature [PLEASE SIGN WITHIN BOX]

 

Date

 

                                             

 

Signature (Joint Owners)

 

Date          

 


 

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 24, 202022, 2022

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned hereby appoints JOSEPH F. PUISHYS, JAMES S. PORTERTy R. Silberhorn, Nisheet Gupta and PATRICIA A. BEITHONMeghan M. Elliott as Proxies, each with the power to appoint his or her substitute, and hereby authorizes any one of them to represent and to vote, as designated on the reverse, all of the shares of Common Stock of Apogee Enterprises, Inc. (“Apogee”) held of record by the undersigned on May 4, 2020,April 25, 2022, at theAnnual Meeting of Shareholdersof Apogee to be held onJune 24, 2020,22, 2022, or any adjournment thereof, and hereby revokes all former Proxies.

 

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 FOR Proposals 1, 2 and 3.in accordance with the recommendations of the Board of Directors. This Proxy will be voted in the discretion of the Proxies named herein upon such other matters as may properly come before the Annual Meeting of Shareholders or any adjournments thereof.

 

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 22, 2020.20, 2022. The Plan Administrator cannot vote the shares unless it receives timely direction from you.

 

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 22, 202020, 2022 in the same proportion as directed shares are voted, unless contrary to ERISA or unless contrary to applicable law.

 

 

(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.

APOGEE ENTERPRISES, INC.

Meeting Information

Meeting Type:        Annual Meeting
For holders as of:  May 4, 2020

Date:  June 24, 2020      Time:  8:00 AM, CDT

Location:   Apogee Enterprises, Inc.                            

     4400 West 78th Street

     Suite 520

     Minneapolis, MN 55435

    APOGEE ENTERPRISES, INC.

    4400 WEST 78TH STREET

    SUITE 520

    MINNEAPOLIS, MN 55435

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side).

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We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.


 Before You Vote 

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT             ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrowLOGO(located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

                               1)BY INTERNET:        www.proxyvote.com

                               2)BY TELEPHONE:    1-800-579-1639

                               3)BY E-MAIL*:             sendmaterial@proxyvote.com

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrowLOGO(located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 10, 2020 to facilitate timely delivery.

 How To Vote 

Please Choose One of the Following Voting Methods

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Vote In Person:Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go towww.proxyvote.com. Have the information that is printed in the box marked by the arrowLOGO(located on the following page) available and follow the instructions.

Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


                Voting Items                 

The Board of Directors recommends you vote FOR the following:

1.

ELECTION OF DIRECTORS:

Nominees:

Class I Directors

1a.

Lloyd E. Johnson

1b.

Donald A. Nolan

1c.

Patricia K. Wagner

The Board of Directors recommends you vote FOR the following proposal:

2.

ADVISORY VOTE ON APOGEE’S EXECUTIVE COMPENSATION.

The Board of Directors recommends you vote FOR the following proposal:

3.

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS APOGEE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 27, 2021.

4.

In their discretion, the Proxies are authorized to vote upon such other business as may properly be brought before the meeting.

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