![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
AZZ Inc | NYSE:AZZ | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.42 | 1.70% | 84.585 | 84.99 | 83.28 | 83.70 | 50,337 | 15:19:00 |
|
þ
|
Filed by the Registrant
|
¨
|
Filed by a Party other than the Registrant
|
Check the appropriate box:
|
|
¨
|
Preliminary Proxy Statement
|
¨
|
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
|
þ
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
¨
|
Soliciting Material Pursuant to §.240.14a-12
|
Payment of Filing Fee (Check the appropriate box):
|
||
þ
|
No fee required.
|
|
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined): |
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
(5)
|
Total fee paid:
|
¨
|
Fee paid previously with preliminary materials.
|
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
(3)
|
Filing Party:
|
|
(4)
|
Date Filed:
|
|
|
TIME AND DATE
|
|
10:00 a.m., local time, on Tuesday, July 12, 2016
|
|
|
|
LOCATION
|
|
One Museum Place, 3100 West 7
th
Street, 4
th
Floor, Fort Worth, Texas 76107
|
|
|
||
PROPOSALS
|
|
I.
|
Elect the 9 director nominees named in the accompanying Proxy Statement to serve on the Company’s Board of Directors, each for a one-year term.
|
|
|
||
|
|
II.
|
Consider and vote for an advisory approval of a non-binding resolution approving the Company’s executive compensation program.
|
|
|
||
|
|
III.
|
Consider and vote for the ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for fiscal year 2017.
|
|
|
||
|
|
IV.
|
To transact any other business which may properly come before the Annual Meeting or any adjournment.
|
|
|
|
|
|
By order of the Board of Directors,
/s/ Tara D. Mackey
Tara D. Mackey
Chief Legal Officer and Secretary
|
TABLE OF CONTENTS
|
Page
|
|
|
Proxy Statement Summary
|
|
|
|
Questions and Answers
|
|
|
|
PROPOSAL 1 – ELECTION OF DIRECTORS
|
|
Election Process
|
|
Nominees for Election of Directors
|
|
|
|
Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership
|
|
|
|
Director Compensation
|
|
|
|
Non-Employee Director Stock Ownership Guidelines
|
|
|
|
Certain Relationships and Related Party Transactions
|
|
|
|
Procedures for Communicating with Directors
|
|
|
|
Director Nomination Process
|
|
|
|
Security Ownership of Management and Directors
|
|
|
|
Security Ownership of Certain Beneficial Owners
|
|
|
|
PROPOSAL 2 – APPROVAL OF THE SAY-ON-PAY PROPOSAL
|
|
|
|
Executive Compensation
|
|
Compensation Discussion and Analysis
|
|
Stock Ownership Guidelines for Executive Officers
|
|
Compensation Committee Report
|
|
Summary Compensation Table
|
|
Grants of Plan Based Awards
|
|
Outstanding Equity Awards at Fiscal Year End
|
|
Option/SARs Exercises and Stock Vested for Fiscal Year 2016
|
|
Potential Payments Upon Termination or Change of Control
|
|
|
|
Audit Committee Report
|
|
|
|
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
Relationship with Independent Auditors
|
|
|
|
Other Matters
|
|
|
|
Shareholder Proposals for Fiscal Year 2017 Annual Meeting
|
|
|
|
Incorporation by Reference
|
|
|
|
Website Access to Reports and Other Information
|
Date and Time
July 12, 2016, 10:00 a.m., local time
|
Place
AZZ Inc., One Museum Place, 4
th
Floor,
3100 West 7
th
Street, Fort Worth, Texas 76107
|
Notice
We mailed a Notice Regarding the Availability of Proxy Materials (the “Notice”) on or about May 23, 2016.
|
Voting
Holders of shares of common stock as of the Record Date are entitled to vote on all matters.
|
Record Date
May 9, 2016
|
|
Item
|
|
Company Proposals
|
|
Board Vote Recommendation
|
|
Page
|
|
|
|
|
|
|
|
1.
|
|
Election of 9 Directors
|
|
FOR each director nominee
|
|
13
|
|
|
|
|
|
|
|
2.
|
|
Approval of a non-binding advisory resolution to approve the Company’s executive compensation program
|
|
FOR
|
|
31
|
|
|
|
|
|
|
|
3.
|
|
Ratification of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2017
|
|
FOR
|
|
59
|
|
Internet (www.envisionreports.com/AZZ) until 1:00 a.m. Eastern Time, on July 12, 2016;
|
|
|
|
Telephone (1-800-652-8683) until 1:00 a.m. Eastern Time, on July 12, 2016;
|
|
|
|
Completing, signing and returning your proxy or voting instruction card before July 12, 2016; or
|
|
|
|
In person, at the Annual Meeting, if you are a registered shareholder as of the Record Date. You may deliver a completed proxy card or vote by ballot at the meeting.
|
ü
|
8 out of 9 director nominees are independent
|
ü
|
Independent committee chairs and members
|
ü
|
Commitment to board refreshment
|
ü
|
Independent chairman
|
ü
|
Annual election of directors
|
ü
|
Regular executive sessions of independent directors
|
ü
|
Majority voting for directors
|
ü
|
Risk oversight by full board and committees
|
Name
|
|
Age
|
|
DirectorSince
|
|
Occupation
|
|
Committee Memberships
|
Daniel E. Berce
|
|
62
|
|
2000
|
|
President and Chief Executive Officer, General Motors Financial Company
|
|
Audit
Compensation
|
H. Kirk Downey
|
|
73
|
|
1992
|
|
Independent Business Consultant and Investor
|
|
Nominating and Corporate Governance
Compensation
|
Paul Eisman
|
|
60
|
|
2016
|
|
President and Chief Executive Officer, Alon USA Energy, Inc.
|
|
Compensation
|
Daniel R. Feehan
|
|
65
|
|
2000
|
|
Executive Chairman of the Board, Cash America International, Inc.
|
|
Audit
|
Thomas E. Ferguson
|
|
59
|
|
2013
|
|
President and Chief Executive Officer, AZZ Inc.
|
|
Not Applicable
|
Kevern R. Joyce
|
|
69
|
|
1997
|
|
Independent Business Consultant and Investor
|
|
Nominating and Corporate Governance
Compensation
|
Venita McCellon-Allen
|
|
56
|
|
2016
|
|
President and Chief Operating Officer, Southwestern Electric Power Company
|
|
Nominating and Corporate Governance
|
Stephen E. Pirnat
|
|
64
|
|
2014
|
|
Chief Executive Officer, ClearSign Combustion Corporation
|
|
Audit
|
Steven R. Purvis
|
|
51
|
|
2015
|
|
Trustee and Portfolio Manager, Luther King Capital Management
|
|
Nominating and Corporate Governance
Audit
|
Name
|
|
Age
|
|
Position
|
|
Since
|
|
Previous Position
|
Thomas E. Ferguson
|
|
59
|
|
President and Chief Executive Officer
|
|
2013
|
|
Chief Executive Officer, FlexSteel Pipeline Technologies, Inc.
|
Paul W. Fehlman
|
|
52
|
|
Senior Vice President and Chief Financial Officer
|
|
2014
|
|
Vice President, Finance, Engineered Products Division, Flowserve Corporation
|
Chris Bacius
|
|
55
|
|
Vice President, Corporate Development
|
|
2014
|
|
Vice President, Mergers & Acquisitions, Flowserve Corporation
|
Tara D. Mackey
|
|
46
|
|
Chief Legal Officer and Secretary
|
|
2014
|
|
Chief Legal Counsel and Corporate Secretary, First Parts, Inc.
|
Tim E. Pendley
|
|
54
|
|
Senior Vice President and Chief Operating Officer, Galvanizing
|
|
2009
|
|
Vice President Operations, Galvanizing Services
|
What We Do
|
|
ü
|
A significant portion of our executive officers’ total compensation is financial performance based.
|
ü
|
Performance measures are highly correlated to the creation of shareholder value.
|
ü
|
We benchmark pay relative to the market median and review the industry peer group used for benchmarking on an annual basis.
|
ü
|
Our executive compensation program is designed to encourage building long-term shareholder value and attract and retain executive talent.
|
ü
|
We use annual cash incentive opportunities and equity-based awards to balance the Company’s short- and long-term performance objectives.
|
ü
|
Our equity awards are equally weighted between time-vested restricted stock units, which vest ratably over a three-year period, and performance share units, which emphasize achievement of financial performance metrics over a three-year performance cycle.
|
ü
|
The compensation committee engages an independent executive compensation consultant.
|
ü
|
Our compensation committee conducts an annual review of all executive compensation program components to ensure alignment with our compensation objectives.
|
ü
|
We implemented a Compensation Recovery Policy to protect the Company in the event of a financial restatement or an executive officer engages in serious misconduct.
|
ü
|
We provide a limited number of employment agreements and executive perquisites.
|
ü
|
We have stock ownership guidelines for directors and executive officers.
|
|
What We Don’t Do
|
û
|
We do not provide tax gross ups.
|
û
|
We do not recycle shares withheld for taxes.
|
û
|
We do not permit pledging of Company securities.
|
û
|
We do not permit hedging of Company securities.
|
û
|
We do not reprice underwater stock options or stock appreciation rights.
|
û
|
We do not have pension plans.
|
Category
|
|
Compensation Element
|
|
Description
|
Cash
|
|
Base Salary
|
|
Fixed cash compensation based on responsibilities of the position. Reviewed annually for potential adjustments based on factors such as market levels, individual performance and scope of responsibilities.
|
|
|
Annual Incentive Opportunity
|
|
Annual cash incentive for achievement of specific annual financial operating results.
|
Long-Term Incentives
|
|
Restricted Stock Units
|
|
Vest ratably over a three-year period. Settled in shares of AZZ common stock. Provide for dividend equivalent rights with respect to dividends received during the vesting period.
|
|
|
Performance Share Units
|
|
Three-year pre-determined financial performance metric and a potential total shareholder return (“TSR”) modifier. Settled in shares of AZZ common stock. Dividend equivalents accrue during the vesting period.
|
Retirement
|
|
401(k) Plan
|
|
Qualified 401(k) plan available to all U.S. employees. The Company matches 100% of the first 1% and 50% of contributions between 2% and 6%.
|
Other
|
|
Employment Agreements
|
|
Sets standard benefits for Messrs. Ferguson and Fehlman in the event of severance.
|
|
|
Change-in-Control Agreements
|
|
Sets standard benefits for senior executives upon a change-in-control.
|
|
|
Other Benefits
|
|
Executive supplemental disability insurance and annual physical exam.
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards/
RSUs
($)
|
|
Option
/SARs
Awards
($)
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Change in
Pension Value
and Nonquali-
fied Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||||||||
Thomas E. Ferguson
|
|
2016
|
|
$
|
690,000
|
|
|
−
|
|
$
|
900,000
|
|
|
−
|
|
$
|
726,087
|
|
|
−
|
|
$
|
14,542
|
|
|
$
|
2,330,629
|
|
President & Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Paul W. Fehlman
|
|
2016
|
|
$
|
344,784
|
|
|
−
|
|
$
|
275,000
|
|
|
−
|
|
$
|
256,106
|
|
|
−
|
|
$
|
8,694
|
|
|
$
|
884,584
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
& Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Chris Bacius
|
|
2016
|
|
$
|
261,375
|
|
|
−
|
|
$
|
110,000
|
|
|
−
|
|
$
|
177,970
|
|
|
−
|
|
$
|
13,349
|
|
|
$
|
562,695
|
|
Vice President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tara D. Mackey
|
|
2016
|
|
$
|
272,536
|
|
|
−
|
|
$
|
168,020
|
|
|
−
|
|
$
|
185,570
|
|
|
−
|
|
$
|
12,557
|
|
|
$
|
638,682
|
|
Chief Legal Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
& Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tim E. Pendley
|
|
2016
|
|
$
|
360,591
|
|
|
−
|
|
$
|
225,000
|
|
|
−
|
|
$
|
233,663
|
|
|
−
|
|
$
|
11,568
|
|
|
$
|
830,822
|
|
Senior Vice President &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Chief Operating Officer, Galvanizing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
|
This Proxy Statement for the Annual Meeting; and
|
|
•
|
|
The Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2016, as filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2016 (the “Annual Report”).
|
|
•
|
The election of nine nominees to the Company’s board of directors named in this Proxy Statement, each for a term of one year (Proposal 1);
|
•
|
A non-binding advisory resolution to approve AZZ’s executive compensation program (Proposal 2); and
|
•
|
Ratification of the appointment of BDO USA, LLP to serve as AZZ’s independent registered public accounting firm for the fiscal year ending February 28, 2017 (Proposal 3).
|
|
•
|
“FOR” the election of the nine nominees to serve on the Board for a one year term (Proposal 1);
|
•
|
“FOR” the approval of AZZ’s executive compensation program (Proposal 2); and
|
•
|
“FOR” the ratification of the appointment of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the year ending February 28, 2017 (Proposal 3).
|
|
|
|
•
|
|
View the Company’s proxy materials for the Annual Meeting; and
|
|
•
|
|
Instruct the Company to send future proxy materials to you by email.
|
|
|
|
|
•
|
|
In person
. You may vote in person at the Annual Meeting by requesting a ballot when you arrive. You must bring valid picture identification such as a driver’s license or passport and may be requested to provide proof of stock ownership as of the Record Date.
|
|
•
|
|
Via the Internet
. You may vote by proxy via the Internet by following the instructions provided in the Notice.
|
|
•
|
|
By Telephone
. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the proxy card.
|
|
•
|
|
By Mail
. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.
|
|
|
|
In person
. If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the Annual Meeting and ask for a ballot when you arrive. You must also bring valid picture identification such as a driver’s license or passport. In order for your vote to be counted, you must provide both the copy of the legal proxy and your completed ballot to the inspector of election.
|
|
|
Via the Internet
. You may vote by proxy via the Internet by visiting
www.proxyvote.com
and entering the control number found in your Notice. The availability of Internet voting may depend on the voting process of the organization that holds your shares.
|
|
|
By Telephone
. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.
|
|
|
By Mail
. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.
|
|
|
•
|
|
Are entitled to vote and you are present in person at the Annual Meeting; or
|
|
•
|
|
Have properly voted by proxy on the Internet, by telephone or by submitting a proxy card or voting instruction form by mail.
|
|
|
|
•
|
|
Indicate when voting on the Internet or by telephone that you wish to vote as recommended by AZZ’s board of directors; or
|
|
•
|
|
Sign and return a proxy card without giving specific voting instructions,
|
|
|
Proposal
|
|
Voting Requirement
|
1. Election of 9 director nominees named in this Proxy Statement, each for a one-year term
|
|
Each director must be elected by a “majority” of the votes cast. A majority of votes cast means that the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director. Any director not elected is expected to tender to the Board his or her resignation promptly following the certification of election results pursuant to the Company’s Bylaws. The nominating and corporate governance committee will make a recommendation to the board on whether to accept or reject such resignation. The board will act on such recommendation and publicly disclose its decision and rationale behind it within 90 days from the date of the certification of the election results.
|
2. Approve, on a non-binding advisory basis, the resolution approving the Company’s executive compensation program
|
|
To be approved, this proposal must be approved by a majority of the votes cast by the shareholders present in person or represented by proxy, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.
|
3. Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2017
|
|
To be approved, this proposal must be approved by a majority of the votes cast by the shareholders present in person or represented by proxy, meaning that the votes cast by the shareholders “FOR” the approval of the proposal must exceed the number of votes cast “AGAINST” the approval of the proposal.
|
|
|
|
|
|
•
|
|
As necessary to meet applicable legal requirements;
|
|
•
|
|
To allow for the tabulation and certification of votes; and
|
|
•
|
|
To facilitate a successful proxy solicitation.
|
|
|
|
|
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “
FOR
” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.
|
|
AZZ Inc.
|
|
Investor Relations
|
|
One Museum Place, Suite 500
|
|
3100 West 7th Street
|
|
Fort Worth, TX 76107
|
Director
|
Nominating and Corporate Governance Committee
|
Audit
Committee
|
Compensation
Committee
|
Daniel E. Berce
|
|
|
|
Martin C. Bowen*
|
|
|
|
H. Kirk Downey
|
|
|
|
Paul Eisman
|
|
|
|
Daniel R. Feehan
|
|
|
|
Peter A. Hegedus*
|
|
|
|
Kevern R. Joyce
|
|
|
|
Venita McCellon-Allen
|
|
|
|
Stephen E. Pirnat
|
|
|
|
Steven R. Purvis
|
|
|
|
•
|
Recommend the retention of consultants, legal, financial, or other professional advisors who are to report directly to the board of directors;
|
•
|
Coordinate with committee chairs in the development and recommendations regarding board and committee meeting schedules.
|
•
|
The audit committee oversees the integrity of the financial statements of the Company, the independent auditor's qualifications and independence, the performance of the Company's internal audit function and independent auditors; and the Company’s compliance with legal and regulatory requirements. Complaints and concerns relating to AZZ’s accounting matters should be communicated to the audit committee. Any such communications may be made on an anonymous basis. Any concerns or complaints may be reported to the audit committee through a third-party vendor, NAVEX Global Inc., which has been retained by the audit committee for this purpose. The AZZ Alertline may be accessed toll-free at 1 (855) 268-6428 or via the website at
https://azz.alertline.com
. Outside parties, including customers, vendors, suppliers or shareholders may bring issues regarding accounting matters to the attention of the audit committee by writing to the: the Chairman of the Audit Committee, AZZ Inc., 3100 West 7
th
St., Suite 500, Fort Worth, TX 76107. All complaints and concerns will be reviewed under the direction of the audit committee and oversight provided by the chief legal officer and other appropriate persons as determined by the audit committee.
|
•
|
The compensation committee oversees the risks relating to the Company’s compensation philosophy and programs and generally evaluates any potential effect the Company’s compensation structure may have on management risk taking. The compensation committee reviews the recommendations of the Company’s management regarding adjustments to the Company’s executive compensation programs. The compensation committee has retained and regularly meets with Meridian, its independent executive compensation consultant, which assists the compensation committee in evaluating the Company’s compensation programs and adherence to the philosophies and principles as discussed under “Executive Compensation –
|
•
|
The nominating and corporate governance committee provides oversight on the composition of the board of directors and it’s committees and provides leadership to the board in maintaining best corporate practices in the Company’s corporate governance principles and practices. Many of our corporate policies are summarized in the Code of Conduct, including our policies regarding conflict of interest, insider trading, related party transactions, confidentiality and compliance with laws and regulations applicable to the conduct of our business. All officers, directors, employees and representatives are required to acknowledge and agree to be bound by the Code of Conduct and are subject to disciplinary action, including termination, for violations. The Code of Conduct is published on our website at
www.azz.com
under the heading “Investor Relations/Corporate Governance/Code of Conduct.” Any amendments to the Code of Conduct or the grant of a waiver from a provision of the Code of Conduct requiring disclosure under applicable SEC rules will be disclosed on our website. Under our Code of Conduct, directors, officers and employees are expected to report any violation or waiver of any provision of the Code of Conduct to the Chief Legal Officer. Anyone may report matters of concern to the AZZ legal department through our anonymous, confidential toll-free AZZ Alertline at 1 (855) 268-6428, online at
https://azz.alertline.com
,
or
by writing to the Chief Legal Officer, AZZ Inc., 3100 West 7
th
St., Suite 500, Fort Worth, TX 76107.
|
Service
|
Fee Amount
|
||
Annual Retainer for Board Service
|
|
$40,000
|
|
Annual Retainer for Board Chairman Service
|
|
$60,000
|
|
Annual Audit Committee Chairman Retainer
|
|
$3,000
|
|
Annual Compensation Committee Chairman Retainer
|
|
$1,500
|
|
Annual Nominating and Corporate Governance Committee Chairman Retainer
|
|
$1,500
|
|
Quarterly Board Meeting Fee
|
|
$2,500
|
|
Audit Committee Meeting Fee
|
|
$1,500
|
|
Compensation Committee Meeting Fee
|
|
$1,000
|
|
Nominating and Corporate Governance Committee Meeting Fee
|
|
$1,000
|
|
Name
|
|
Fees
Earned or
Paid in Cash
($)
|
|
Stock
Awards
($)(1)
|
|
Option/
SARs
Awards
($)(2)
|
|
Total
($)
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Daniel E. Berce
|
|
$
|
70,000
|
|
|
$100,000
|
|
−
|
|
$
|
170,000
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Martin C. Bowen
(3)
|
|
$
|
59,000
|
|
|
$100,000
|
|
−
|
|
$
|
159,000
|
|
||
|
|
|
|
|
|
|
|
|
||||||
H. Kirk Downey
|
|
$
|
63,000
|
|
|
$100,000
|
|
−
|
|
$
|
163,000
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Paul Eisman
(4)
|
|
$
|
8,005
|
|
|
−
|
|
−
|
|
$
|
8,005
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Daniel R. Feehan
|
|
$
|
63,000
|
|
|
$100,000
|
|
−
|
|
$
|
163,000
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Peter A. Hegedus
(3)
|
|
$
|
59,000
|
|
|
$100,000
|
|
−
|
|
$
|
159,000
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Kevern R. Joyce
|
|
$
|
129,000
|
|
|
$100,000
|
|
−
|
|
$
|
229,000
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Venita McCellon-Allen
(5)
|
|
−
|
|
−
|
|
−
|
|
−
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Dana L. Perry
(6)
|
|
$
|
22,283
|
|
|
−
|
|
−
|
|
$
|
22,283
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Stephen E. Pirnat
|
|
$
|
62,500
|
|
|
$100,000
|
|
−
|
|
$
|
162,500
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Steven R. Purvis
(7)
|
|
$
|
35,217
|
|
|
$
|
100,000
|
|
|
−
|
|
$
|
135,217
|
|
|
|
|
|
|
|
|
|
|
||||||
Sam Rosen
(8)
|
|
$
|
24,283
|
|
|
−
|
|
−
|
|
$
|
24,283
|
|
(1)
|
Eligible directors receive an annual equity grant of common stock of the Company having a $100,000 fair market value at the time of grant, on the date of the annual meeting of shareholders, which was July 14, 2015. The amounts in this column for the fiscal year ended February 29, 2016 reflect the aggregate grant date fair market value calculated in accordance with FASB ASC Topic 718 for stock awards granted to each of the non-employee directors under the 2014 Plan. Assumptions used in the calculation of this amount are included in footnote 11 to the Company’s audited financial statements for the fiscal year ended February 29, 2016, included in the Company’s Annual Report on Form 10-K. Mr. Eisman and Ms. McCellon-Allen did not receive an equity grant during fiscal year 2016 since they joined the board of directors after the July 14, 2015 grant date.
|
(2)
|
Beginning in fiscal year 2016, SARs were no longer granted as a component to the Company’s board of directors compensation.
|
(3)
|
Messrs. Bowen and Hegedus are not standing for re-election.
|
(4)
|
The amount reported is pro-rated based upon Mr. Eisman’s appointment to the board of directors on January 20, 2016.
|
(5)
|
Ms. McCellon-Allen was appointed to the Company’s board of directors on March 1, 2016 and did not receive any compensation during the Company’s fiscal year, which ended on February 29, 2016.
|
(6)
|
The amount reported is pro-rated based upon Mr. Perry’s retirement from the board of directors on July 14, 2015.
|
(7)
|
The amount reported is pro-rated based upon Mr. Purvis’ appointment to the board of directors on July 14, 2015.
|
(8)
|
The amount reported is pro-rated based upon Mr. Rosen’s retirement from the board of directors on July 14, 2015.
|
•
|
general knowledge of the electrical and industrial products industry, galvanizing services or highly engineered welding services industry, globally, as well as domestically;
|
•
|
To add members with significant international experience;
|
•
|
To add members with engineering and manufacturing expertise;
|
•
|
To provide for a smooth transition over time while reducing the average age and tenure of the board;
|
•
|
To expand the board size so that no member served on more than two committees;
|
•
|
To add diversity and strength to the board through race, gender, national origin, differences of viewpoint, and professional experience; and
|
•
|
To gradually add members to the board over the next three years to maintain board stability and culture during the refreshing process.
|
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial
Ownership
(1)
|
|
Percent of
Class
|
Chris Bacius
|
|
3,977
(2)
|
|
*
|
Daniel E. Berce
|
|
52,041
(3)
|
|
*
|
Martin C. Bowen
|
|
43,539
(4)
|
|
*
|
Dr. H. Kirk Downey
|
|
12,405
|
|
*
|
Paul Eisman
|
|
2,000
(5)
|
|
*
|
Daniel R. Feehan
|
|
53,805
(6)
|
|
*
|
Paul W. Fehlman
|
|
4,205
(7)
|
|
*
|
Thomas E. Ferguson
|
|
21,776
(8)
|
|
*
|
Peter A. Hegedus
|
|
28,487
(9)
|
|
*
|
Kevern R. Joyce
|
|
55,792
(10)
|
|
*
|
Tara D. Mackey
|
|
1,591
(11)
|
|
*
|
Venita McCellon-Allen
|
|
0
|
|
*
|
Tim E. Pendley
|
|
27,068
(12)
|
|
*
|
Stephen Pirnat
|
|
3,915
|
|
*
|
Steven R. Purvis
|
|
1,915
|
|
*
|
|
|
|
|
|
All Current Directors and Executive
Officers as a Group (17 persons)
(13)
|
|
316,041
|
|
.012%
|
(1) Each person named in the table has sole investment and voting power with respect to all shares of common stock shown to be beneficially owned by such person. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The percentage of voting stock held is based upon 25,918,006 shares outstanding as of April 29, 2016.
|
(2) Does not include 1,816 SARs that Mr. Bacius has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(3) Does not include 13,236 SARs that Mr. Berce has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(4) Does not include 13,236 SARs that Mr. Bowen has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(5) Mr. Eisman beneficially owned 2,000 shares of AZZ common stock prior to being appointed to the Company’s board of directors on January 20, 2016.
|
(6) Does not include 13,236 SARs that Mr. Feehan has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(7) Does not include 2,696 SARs that Mr. Fehlman has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(8) Does not include 37,648 SARs that Mr. Ferguson has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(9) Does not include 2,430 SARs that Mr. Hegedus has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(10) Does not include 3,338 SARs that Mr. Joyce has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(11) Does not include 1,808 SARs that Ms. Mackey has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(12) Does not include 16,833 SARs that Mr. Pendley has the right to exercise within 60 days of April 29, 2016. These SARs do not convert into common stock on a one-for-one basis when exercised. The SARs are settled in shares of AZZ common stock of an amount equal to the excess value of the exercise price over the grant date price.
|
(13) The number of shares of our common stock that all of our directors and executive officers own as a group.
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|
|
|
|
|
BlackRock, Inc.
40 East 52
nd
Street
New York, NY 10022
|
|
2,402,417
(1)
|
|
9.3%
|
|
|
|
|
|
FMR LLC.
82 Devonshire Street
Boston, Massachusetts 02109
|
|
2,245,117
(2)
|
|
8.70%
|
|
|
|
|
|
RBC Global Asset Management (U.S.) Inc.
50 South Sixth Street
Suite 2350
Minneapolis, Minnesota 55402
|
|
1,284,725
(3)
|
|
4.98%
|
|
|
|
|
|
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
|
|
1,878,179
(4)
|
|
7.28%
|
|
|
|
|
|
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202
|
|
1,649,049
(5)
|
|
6.3%
|
(1)
|
Information based solely on Schedule 13G/A filed by shareholder with the SEC on January 25, 2016.
|
(2)
|
Information based solely on Schedule 13G/A filed with the SEC on February 12, 2016. Edward C. Johnson 3d is a director and the chairman of FMR LLC and Abigail P. Johnson is a director, the vice chairman, the chief executive officer and the president of FMR LLC. Members of the family of Edward C. Johnson 3d, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.
|
(3)
|
Information based solely on Schedule 13G/A filed by the shareholder with the SEC on February 10, 2016.
|
(4)
|
Information based solely on a Schedule 13G/A filed with the SEC on February 11, 2016, reporting beneficial ownership as of December 31, 2015 by The Vanguard Group, Inc., which has sole voting and dispositive power over 1,878,179 shares of our common stock.
|
|
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “
FOR
” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF AZZ’S EXECUTIVE COMPENSATION PROGRAM.
|
•
|
Thomas E. Ferguson – President and Chief Executive Officer
|
•
|
Paul W. Fehlman – Senior Vice President and Chief Financial Officer
|
•
|
Chris Bacius – Vice President, Corporate Development
|
•
|
Tara D. Mackey – Chief Legal Officer and Secretary
|
•
|
Tim E. Pendley – Senior Vice President and Chief Operating Officer, Galvanizing
|
•
|
an increase in the Company’s consolidated total revenue by 10.6%, to $903.2 million, for the year ended February 29, 2016 compared to the year ended February 28, 2015;
|
•
|
the Company completing two acquisitions in the Galvanizing Segment; and
|
•
|
the Company achieving diluted earnings per share equal to $2.96.
|
•
|
Our NEOs’ total compensation is comprised of a mix of base salary, annual short-term incentive compensation, long-term incentive awards and other benefits. As illustrated below, the total compensation for Mr. Ferguson, our chief executive officer, for fiscal years 2014 through 2016, as well as the previous chief executive officer’s compensation for fiscal years 2012 through 2013, which was significantly contingent upon the Company’s performance, has increased commensurate with steady increases in return to the Company’s shareholders in the form of year over year stock price appreciation.
|
•
|
In fiscal year 2016, our NEOs received annual base salary adjustments ranging from 4.6% to 7.6% for their performance on the execution of several business initiatives and, with respect to certain officers, on the successful identification and evaluation of potential business acquisition targets, additional corporate responsibilities, expanding international business and reducing corporate expenses. Ms. Mackey received an additional increase in annual base salary relating to a mid-year market compensation adjustment of 18.6% based upon the compensation committee’s review of market data and a recommendation from Meridian.
|
•
|
For fiscal year 2016, our NEOs continued to receive almost half of their compensation in the form of equity compensation, a portion of which is at risk because the awards are tied to increasing shareholder value through return on net assets and stock appreciation performance metrics in the form of performance share units (“PSUs”) and the other portion of equity compensation being tied to time vested restricted stock units (“RSUs”). The grant value of equity awards made to our NEOs in fiscal year 2016 was allocated 50% to RSUs and 50% PSUs. The charts below show the elements of compensation that comprised the mix of total direct compensation for Mr. Ferguson and the average mix of total direct compensation for the other NEOs. The charts illustrate that approximately 70% of Mr. Ferguson’s total direct compensation and 56% of the total direct compensation for the other NEOs was tied to the Company’s financial performance, which aligns their interests with those of the Company’s shareholders. The total direct compensation illustrated in the charts below does not include perquisites, retirement and other benefits.
|
Named Executive Officer
|
|
Percent of Fiscal Year 2016 Pay “At Risk”
|
|
|
|
|
|
Thomas E. Ferguson
|
|
70
|
%
|
Paul W. Fehlman
|
|
60
|
%
|
Chris Bacius
|
|
52
|
%
|
Tara D. Mackey
|
|
57
|
%
|
Tim E. Pendley
|
|
56
|
%
|
•
|
Messrs. Ferguson and Fehlman each have employment agreements with the Company. Our other NEOs do not have employment agreements. They are employed at-will and expected to demonstrate exceptional personal performance and leadership in order to continue serving as a member of the executive team.
|
What We Do
|
|
ü
|
A significant portion of our executive officers’ total compensation is financial performance based.
|
ü
|
Performance measures are highly correlated to the creation of shareholder value.
|
ü
|
We benchmark pay relative to the market median and review the industry peer group used for benchmarking on an annual basis.
|
ü
|
Our executive compensation program is designed to encourage building long-term shareholder value and attract and retain executive talent.
|
ü
|
We use annual cash incentive opportunities and equity-based awards to balance the Company’s short- and long-term performance objectives.
|
ü
|
Our equity awards are equally weighted between time-vested RSUs, which vest ratably over a three-year period, and PSUs, which emphasize achievement of financial performance metrics over a three-year performance cycle.
|
ü
|
The compensation committee engages an independent executive compensation consultant.
|
ü
|
Our compensation committee conducts an annual review of all executive compensation program components to ensure alignment with our compensation objectives.
|
ü
|
We implemented a Compensation Recovery Policy to protect the Company in the event of a financial restatement or an executive officer engages in serious misconduct.
|
ü
|
We provide a limited number of employment agreements and executive perquisites.
|
ü
|
We have stock ownership guidelines for directors and executive officers.
|
What We Don’t Do
|
|
û
|
We do not provide tax gross ups.
|
û
|
We do not recycle shares withheld for taxes.
|
û
|
We do not permit pledging of Company securities.
|
û
|
We do not permit hedging of Company securities.
|
û
|
We do not reprice underwater stock options or stock appreciation rights.
|
û
|
We do not have pension plans.
|
Change
|
Objective of Change
|
|
P
|
Changed long-term equity compensation mix for executive officers to 50% RSUs and 50% PSUs
|
To further strengthen the link of potential compensation to the Company’s performance metrics and alignment with shareholders and to motivate executive officers to achieve superior return on assets and relative TSR.
|
P
|
Adopted a Compensation Recovery Policy
|
To recover certain incentive based compensation should AZZ be required to restate its financial statements or an executive officer engages in serious misconduct.
|
P
|
SARs are no longer awarded as a component of executive compensation
|
To be able to grant awards with values attributable to financial metrics other than stock price. SARs are no longer a preferred vehicle for equity based awards.
|
P
|
Discontinuation of the Company’s Profit Sharing Plan
|
To be able to deliver similar value of past rewards in the form of an annual cash incentive plan for the growing broad-based employee population.
|
Category
|
|
Compensation Element
|
|
Description
|
Cash
|
|
Base Salary
|
|
Fixed cash compensation based on responsibilities of the position. Reviewed annually for potential adjustments based on factors such as market levels, individual performance and scope of responsibilities.
|
|
|
Annual Incentive Opportunity
|
|
Annual cash incentive for achievement of specific annual financial operating results.
|
Long-Term Incentives
|
|
Restricted Stock Units
|
|
Vest ratably over a three-year period. Settled in shares of AZZ common stock. Provide for dividend equivalent rights with respect to dividends received during the vesting period.
|
|
|
Performance Share Units
|
|
Three-year pre-determined financial performance metric and a potential TSR modifier. Settled in shares of AZZ common stock. Dividend equivalents accrue during the vesting period.
|
Retirement
|
|
401(k) Plan
|
|
Qualified 401(k) plan available to all U.S. employees. The Company matches 100% of the first 1% and 50% of contributions between 2% and 6%.
|
Other
|
|
Employment Agreements
|
|
Sets standard benefits for Messrs. Ferguson and Fehlman in the event of severance.
|
|
|
Change-in-Control Agreements
|
|
Sets standard benefits for senior executives upon a change-in-control.
|
|
|
Other Benefits
|
|
Executive supplemental disability insurance and annual physical exam.
|
|
•
|
|
market data and advisory services periodically provided by Meridian, the compensation committee’s external consultant;
|
|
•
|
|
internal data regarding the executive’s compensation, both individually and relative to other executive officers; and
|
|
•
|
|
individual performance of the executive.
|
|
•
|
|
Mr. Ferguson’s efforts in leading the Company to focus on operational excellence, enhancing the sales force, driving accountability throughout the platforms, and in building a high performance team of executives to carry out the Company’s current growth and long term strategy;
|
|
•
|
|
Mr. Fehlman's efforts in integrating the new members of the Company's financial team, enhancing corporate treasury, tax and financial forecasting and reporting, including building stronger relationships with investors and financial institutions;
|
|
•
|
|
Mr. Bacius's efforts in driving the strategic planning process, developing a robust M&A pipeline, acquiring six US Galvanizing, LLC sites, acquiring the assets of Alpha Galvanizing Inc. and establishing a disciplined process for both acquisition evaluation and integration;
|
|
•
|
|
Ms. Mackey's leadership in establishing an internal legal function focused on compliance, risk mitigation and management, as well as maintaining awareness of changes in the regulatory environment where AZZ does business. Additionally, Ms. Mackey took on managing the Human Resources function mid-year to ensure AZZ maintained its emphasis on fair compensation, competitive benefits, regulatory compliance and improved training and development efforts;
|
|
•
|
|
Mr. Pendley’s leadership and management of the galvanizing business during challenging market conditions and developing a high growth organic strategy based on customer service, operations excellence and implementing several innovative technology opportunities for the Galvanizing Segment; and
|
|
•
|
|
The relative value to AZZ of the contributions made by each officer.
|
Name
|
|
FY2015 Base Salary
|
|
FY2016 Base Salary
|
|
Change
(1)
|
|||||
Thomas E. Ferguson
|
|
|
$650,000
|
|
|
|
$690,000
|
|
|
6.2
|
%
|
Paul W. Fehlman
|
|
|
$325,000
|
|
|
|
$344,784
|
|
|
6.1
|
%
|
Chris Bacius
|
|
|
$250,000
|
|
|
|
$261,375
|
|
|
4.6
|
%
|
Tara D. Mackey
(2)
|
|
|
$235,000
|
|
|
|
$252,919
|
|
|
7.6
|
%
|
Tim E. Pendley
|
|
|
$339,900
|
|
|
|
$360,591
|
|
|
6.1
|
%
|
(1)
|
The fiscal year 2016 annual base salaries were adjusted for each NEO by 2.5% relating to the discontinuation of the Company’s profit sharing plan.
|
(2)
|
Ms. Mackey received an additional increase in her fiscal year 2016 annual base salary from $252,919 to $300,000, an 18.6% increase, relating to a mid-year market adjustment based upon the compensation committee’s review of market data and a recommendation from Meridian.
|
Named Executive Officer
|
Weight
|
Performance Measure
|
FY2016 Target Performance Goal
|
FY2016 Achieved Performance
|
% of
Target Performance Achieved
|
||||
Mr. Ferguson
|
70%
|
Diluted earnings per share (“EPS”)
|
|
$2.99
|
|
|
$2.96
|
|
99%
|
|
30%
|
FY2016 Cash Flow
|
|
$85,600,000
|
|
|
$103,713,619
|
|
121.16%
|
|
|
|
|
|
|
||||
Mr. Fehlman
|
70%
|
EPS
|
|
$2.99
|
|
|
$2.96
|
|
99%
|
|
30%
|
FY2016 Cash Flow
|
|
$85,600,000
|
|
|
$103,713,619
|
|
121.16%
|
|
|
|
|
|
|
||||
Mr. Bacius
|
70%
|
EPS
|
|
$2.99
|
|
|
$2.96
|
|
99%
|
|
30%
|
FY2016 Cash Flow
|
|
$85,600,000
|
|
|
$103,713,619
|
|
121.16%
|
|
|
|
|
|
|
||||
Ms. Mackey
|
70%
|
EPS
|
|
$2.99
|
|
|
$2.96
|
|
99%
|
|
30%
|
FY2016 Cash Flow
|
|
$85,600,000
|
|
$103,713,619
|
|
121.16%
|
|
|
|
|
|
|
|
||||
Mr. Pendley
|
50%
|
EPS
|
|
$2.99
|
|
|
$2.96
|
|
99%
|
|
25%
|
Segment ROA
(1)
|
17.28
|
%
|
18.32
|
%
|
106.01%
|
||
|
25%
|
Segment Operating Income
(2)
|
|
$92,052,000
|
|
|
$95,151,354
|
|
103.37%
|
(1)
|
|
Segment ROA is calculated as a percentage using a numerator of tax adjusted segment operating income, divided by a denominator of total segment assets, minus segment current liabilities, plus segment current portion of long-term debt.
|
(2)
|
|
Segment operating income consists of net sales less cost of sales, specifically identifiable selling, general and administrative expenses and other income and expense items that are specifically identifiable to a segment.
|
|
•
|
|
enhance the link between the creation of shareholder value and long-term executive incentive compensation;
|
|
|
|
|
|
•
|
|
provide an opportunity for increased equity ownership in the Company by executives;
|
|
|
|
|
|
•
|
|
maintain competitive levels of total compensation; and
|
|
|
|
|
|
•
|
|
facilitate compliance with the policy of the board of directors, as described above under the heading “Stock Ownership Guidelines,” requiring AZZ’s executive officers and directors to hold shares of AZZ’s common stock.
|
|
•
|
|
the practice of granting equity awards only once every year;
|
|
|
|
|
|
•
|
|
the emphasis placed on equity in the mix of total compensation;
|
|
|
|
|
|
•
|
|
the officer’s experience and performance;
|
|
|
|
|
|
•
|
|
the scope, responsibility and business impact of the NEOs position;
|
|
|
|
|
|
•
|
|
the perceived retention value of the total compensation package in light of the competitive labor market;
|
|
|
|
|
|
•
|
|
alignment with AZZ's compensation philosophy and objectives;
|
|
|
|
|
|
•
|
|
cost and dilution impact;
|
|
|
|
|
|
•
|
|
grant practices of our industry peer group; and
|
|
|
|
|
|
•
|
|
input and advice from our executive compensation consultant.
|
% of Adjusted ROA Target Achieved
(No TSR Modifier
)
|
% of Target Award Amount Paid
|
|
% of Adjusted ROA Target Achieved
(With TSR Modifier)
|
% of Target Award Amount Paid
|
76%
|
4%
|
|
76%
|
5%
|
100%
|
100%
|
|
100%
|
125%
|
125%
|
200%
|
|
125%
|
250%
|
Name and
Principal Position
(a)
|
|
Year
(b)
|
|
Salary
($)
(c)
|
|
Bonus
($)
(d)
|
|
Stock
Awards/
RSUs
($)
(e)(1)
|
|
Option
/SARs
Awards
($)
(f) (2)
|
|
Non-Equity
Incentive
Plan
Compensation
($)
(g)(3)
|
|
Change in
Pension Value
and Nonquali-
fied Deferred
Compensation
Earnings
($)
(h)
|
|
All Other
Compensation
($)
(i) (4)
|
|
Total
($)
(j)
|
|
|||||||||||||
Thomas E. Ferguson
|
|
2016
|
|
$
|
690,000
|
|
|
|
—
|
|
$
|
900,000
|
|
|
$
|
—
|
|
|
$
|
726,087
|
|
|
—
|
|
$
|
14,542
|
|
|
$
|
2,330,629
|
|
|
President & Chief
|
|
2015
|
|
$
|
650,000
|
|
|
|
—
|
|
$
|
450,002
|
|
|
$
|
450,007
|
|
|
$
|
668,720
|
|
|
—
|
|
$
|
60,378
|
|
|
$
|
2,279,107
|
|
|
Executive Officer
|
|
2014
|
|
$
|
214,205
|
|
|
|
—
|
|
$
|
678,900
|
|
|
$
|
518,486
|
|
|
$
|
215,000
|
|
|
—
|
|
$
|
18,546
|
|
|
$
|
1,645,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Paul W. Fehlman
|
|
2016
|
|
$
|
344,784
|
|
|
|
—
|
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
256,106
|
|
|
—
|
|
$
|
8,694
|
|
|
$
|
884,584
|
|
|
Senior Vice President
|
|
2015
|
|
$
|
325,000
|
|
|
|
—
|
|
$
|
137,505
|
|
|
$
|
137,513
|
|
|
$
|
229,873
|
|
|
—
|
|
$
|
9,847
|
|
|
$
|
839,738
|
|
|
& Chief Financial Officer
|
|
2014
|
|
$
|
6,771
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
41
|
|
|
$
|
6,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Chris Bacius
|
|
2016
|
|
$
|
261,375
|
|
|
|
—
|
|
$
|
110,000
|
|
|
$
|
—
|
|
|
$
|
177,970
|
|
|
—
|
|
$
|
13,349
|
|
|
$
|
562,695
|
|
|
Vice President,
|
|
2015
|
|
$
|
—
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Corporate Development
|
|
2014
|
|
$
|
—
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tara D. Mackey
|
|
2016
|
|
$
|
272,536
|
|
|
|
—
|
|
$ 168,020
(5)
|
|
|
$
|
—
|
|
|
$
|
185,570
|
|
|
—
|
|
$
|
12,557
|
|
|
$
|
638,682
|
|
|
|
Chief Legal Officer
|
|
2015
|
|
$
|
—
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
& Secretary
|
|
2014
|
|
$
|
—
|
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tim E. Pendley
|
|
2016
|
|
$
|
360,591
|
|
|
|
—
|
|
$
|
225,000
|
|
|
$
|
—
|
|
|
$
|
233,663
|
|
|
—
|
|
$
|
11,568
|
|
|
$
|
830,822
|
|
|
Senior Vice President &
|
|
2015
|
|
$
|
339,900
|
|
|
|
—
|
|
$
|
105,038
|
|
|
$
|
105,009
|
|
|
$
|
179,467
|
|
|
—
|
|
$
|
28,752
|
|
|
$
|
758,166
|
|
|
Chief Operating Officer, Galvanizing
|
|
2014
|
|
$
|
330,000
|
|
|
|
—
|
|
$
|
115,033
|
|
|
$
|
70,802
|
|
|
$
|
143,567
|
|
|
—
|
|
$
|
39,795
|
|
|
$
|
699,197
|
|
|
(1)
|
The amounts in this column for the fiscal year ended February 29, 2016 reflect the aggregate grant date fair market value calculated in accordance with FASB ASC Topic 718 for RSU awards granted to the NEOs under the 2005 Plan and the 2014 Plan and the PSUs granted under the 2014 Plan. Assumptions used in the calculation of this amount are included in footnote 11 to the Company’s audited financial statements for the fiscal year ended February 29, 2016, included in the Company’s Annual Report on Form 10-K.
|
(2)
|
The amounts in this column reflect the aggregate grant date fair market value calculated in accordance with FASB ASC Topic 718 for SARs awards granted to the NEOs under the 2005 Plan. Assumptions used in the calculation of this amount are included in footnote 11 to the Company’s audited financial statements for the fiscal year ended February 29, 2016, included in the Company’s Annual Report on Form 10-K.
|
(3)
|
The amounts in this column reflect the cash awards granted under the Company’s Senior Management Bonus Plan.
|
(4)
|
All other compensation in column (i) consists of the perquisites as described in the table below entitled “Perquisites” on a per executive basis for fiscal year 2016.
|
(5)
|
This amount includes a one-time mid-year equity award for Ms. Mackey based upon the compensation committee’s review of market data and a recommendation from Meridian and an additional one-time equity award for Ms. Mackey assuming additional corporate human resources leadership responsibilities during the year.
|
Perquisites
|
|||||||||||||||||||||||
Name
|
|
Contribution to 401(k) Plan
(1)
|
|
Insurance Benefits
(2)
|
|
Club Dues
|
|
Physical Exams
|
|
All Other Perquisites
|
|
Total
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Thomas E. Ferguson
|
|
|
$9,333
|
|
|
|
$3,079
|
|
|
—
|
|
|
|
$2,130
|
|
|
—
|
|
|
|
$14,542
|
|
|
Paul W. Fehlman
|
|
|
$5,266
|
|
|
|
$2,389
|
|
|
|
$1,039
|
|
|
—
|
|
|
—
|
|
|
|
$8,694
|
|
|
Chris Bacius
|
|
|
$9,341
|
|
|
|
$1,878
|
|
|
—
|
|
|
|
$2,130
|
|
|
—
|
|
|
|
$13,349
|
|
|
Tara D. Mackey
|
|
|
$9,654
|
|
|
|
$1,302
|
|
|
—
|
|
|
|
$1,600
|
|
|
—
|
|
|
|
$12,557
|
|
|
Tim E. Pendley
|
|
|
$9,221
|
|
|
|
$2,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$11,568
|
|
(1)
|
|
Matching 401(k) contributions allocated by the Company during fiscal year 2016 to each of the NEOs pursuant to the Company’s Benefit Plan (which is more fully described on page 45 under the heading “Retirement and Other Benefits”).
|
(2)
|
|
The value attributable to each of the NEOs pursuant to the AZZ Supplemental Individual Disability Insurance Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
Stock/RSU
Awards:
|
|
All Other
Option/SARs Awards:
|
|
|
|
Grant
Date
Fair
Value
|
|||||||||
|
|
|
|
Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts Under Equity Incentive
Plan Awards
|
|
Number
of
Shares
of
Stock
|
|
Number
of
Securities
Underlying
Options/
|
|
Exercise
or Base
Price of
Option/
SARs
|
|
of
Stock/RSU
and
Option/
SARs
|
|||||||||||||||||
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)(2)
|
|
Maximum
(#)
|
|
or Units
(#) (3)
|
|
SARs
(#) (4)
|
|
Awards
($/sh)
|
|
Awards
($) (5)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Thomas E. Ferguson
|
|
3/1/15
|
|
|
11,730
|
|
|
586,500
|
|
|
1,173,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
9,311
|
|
|
—
|
|
|
—
|
|
|
|
450,000
|
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
9,311
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Paul W. Fehlman
|
|
3/1/15
|
|
|
4,137
|
|
|
206,871
|
|
|
413,741
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
2,845
|
|
|
—
|
|
|
—
|
|
|
|
137,499
|
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2,845
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
137,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chris Bacius
|
|
3/1/15
|
|
|
2,875
|
|
|
143,756
|
|
|
287,513
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
1,138
|
|
|
—
|
|
|
—
|
|
|
|
55,000
|
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
1,138
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
55,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tara D. Mackey
|
|
3/1/15
|
|
|
2,998
|
|
|
149,895
|
|
|
299,790
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
1,138
|
|
|
—
|
|
|
—
|
|
|
|
55,000
|
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
1,138
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
55,000
|
|
|
|
11/6/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
|
58,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tim E. Pendley
|
|
3/1/15
|
|
|
4,327
|
|
|
216,355
|
|
|
432,709
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
2,328
|
|
|
—
|
|
|
—
|
|
|
|
112,512
|
|
|
|
4/27/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2,328
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
112,512
|
|
(1)
|
Possible pay-outs to each NEO under the Company’s Senior Management Bonus Plan.
|
(2)
|
In fiscal year 2016, long-term equity incentive grants included PSUs, which will vest at the end of three years, if at all, based on an annual average Adj ROA during the performance cycle with a potential TSR modifier at the end of the performance cycle. Payouts may range from 0% to 200% with a maximum award payout of 250% with the TSR modifier.
|
(3)
|
Number of RSUs granted to the NEOs under the 2014 Plan.
|
(4)
|
Beginning in fiscal year 2016, SARs were no longer granted as a component of the Company’s executive compensation program.
|
(5)
|
The amounts in this column for the fiscal year ended February 29, 2016 reflect the aggregate grant date fair market value calculated in accordance with FASB ASC Topic 718 for RSU and PSU awards granted to the NEOs under the 2014 Plan. Assumptions used in the calculation of this amount are included in footnote 11 to the Company’s audited financial statements for the fiscal year ended February 29, 2016, included in the Company’s Annual Report on Form 10-K.
|
Name
|
|
Number of
Securities Underlying Unexercised Options/SARs (#) Exercisable
(1)
|
|
Number of
Securities Underlying Unexercised Options/SARs (#) Unexercisable (2) |
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
|
Option/
SARs
Exercise Price ($) |
|
Option/
SARs
Expiration Date |
|
|
Number of
Shares or Units of Stock That Have Not Vested
(3)
|
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)(4)
|
|
Equity
Incentive Plan
Awards:
Number of Unearned Shares,
Units
or Other Rights
That
Have
Not
Vested(5) |
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Thomas E. Ferguson
|
|
20,000
|
|
|
20,000
|
|
|
—
|
|
|
45.26
|
|
|
|
11/04/20
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
8,824
|
|
|
17,647
|
|
|
—
|
|
|
43.92
|
|
|
|
03/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
5,000
|
|
|
252,500
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10,492
|
|
|
529,846
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
9,392
|
|
|
474,296
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
9,392
|
|
|
|
474,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paul W. Fehlman
|
|
2,696
|
|
|
5,393
|
|
|
—
|
|
|
43.92
|
|
|
|
03/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
3,206
|
|
|
161,903
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
2,869
|
|
|
144,885
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,869
|
|
|
|
144,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Chris Bacius
|
|
908
|
|
|
1,816
|
|
|
—
|
|
|
43.92
|
|
|
|
09/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
2,352
|
|
|
118,776
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
1,147
|
|
|
57,923
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
|
57,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tara D. Mackey
|
|
904
|
|
|
1,807
|
|
|
—
|
|
|
43.92
|
|
|
|
05/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
1,024
|
|
|
51,712
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
1,147
|
|
|
57,923
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
1,003
|
|
|
50,652
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
|
57,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of
Securities Underlying Unexercised Options/SARs (#) Exercisable
(1)
|
|
Number of
Securities Underlying Unexercised Options/SARs (#) Unexercisable (2) |
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
|
Option/
SARs
Exercise Price ($) |
|
Option/
SARs
Expiration Date |
|
|
Number of
Shares or Units of Stock That Have Not Vested
(3)
|
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)(4)
|
|
Equity
Incentive Plan
Awards:
Number of Unearned Shares,
Units
or Other Rights
That
Have
Not
Vested(5) |
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) |
|||||||||||
Tim E. Pendley
|
|
5,110
|
|
|
—
|
|
|
—
|
|
|
20.91
|
|
|
|
03/01/18
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
6,328
|
|
|
—
|
|
|
—
|
|
|
25.67
|
|
|
|
03/01/19
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
3,336
|
|
|
1,669
|
|
|
—
|
|
|
45.36
|
|
|
|
03/01/20
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
2,059
|
|
|
4,118
|
|
|
—
|
|
|
43.92
|
|
|
|
03/01/21
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
2,536
|
|
|
128,068
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
2,449
|
|
|
123,674
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
2,348
|
|
|
118,574
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,348
|
|
|
|
118,574
|
|
(1)
|
Amounts in this column represent vested but unexercised SARs awards.
|
(2)
|
The SARs listed vest and become exercisable over a three-year period with 1/3
rd
of the SARs vesting on each of the first, second and third anniversaries of the grant date.
|
(3)
|
Amounts in this column represent RSU awards, which vest ratably over a three-year period from the grant date (other than RSUs granted on or prior to March 1, 2014, which cliff vest in full three (3) years from the grant date.
|
(4)
|
The fair market value of RSU and the PSU awards is based upon the closing market price of AZZ common stock on February 29, 2016, which was $50.50.
|
(5)
|
Amounts in this column represent PSU awards, which have a three-year performance cycle and will vest and become payable, if at all, on the third anniversary of the award date.
|
|
|
|
|
|
|
|
|
|
|
|
Option/SAR Awards
|
|
Stock Awards
(2)
|
||||
Name
|
|
Number of Shares
Acquired on Exercise (1) (#) |
|
Value Realized
on Exercise ($) |
|
Number of Shares
Acquired on Vesting
(#)
|
|
Value Realized on
Vesting ($) |
Thomas E. Ferguson
Paul W. Fehlman
Chris Bacius
Tara D. Mackey
Tim E. Pendley
|
|
—
—
—
—
—
|
|
—
—
—
—
—
|
|
5,000
—
1,993
(4)
—
3,990
|
|
286,900
(3)
—
90,522
(5)
—
181,226
(5)
|
(1)
|
None of the NEOs exercised vested SAR awards during fiscal year 2016.
|
(2)
|
Awards vested were RSUs.
|
(3)
|
The value realized upon the vesting of the RSUs is based on the closing price of our common stock on the vesting date, November 4, 2015, of $57.38.
|
(4)
|
This number includes 13 additional shares of AZZ common stock as payment for dividends accrued during the vesting period of the underlying equity award of 1,980 RSUs.
|
(5)
|
The value realized upon the vesting of the RSUs is based on the closing price of our common stock on the vesting date, March 1, 2015, of $45.42.
|
|
•
|
|
If the executive’s employment is terminated within one year following a change in control by the Company for Cause or by the executive for other than Good Reason, the Company must pay him or her their full base salary through the date of termination plus all other amounts to which he or she is entitled under any compensation or benefit plan of the Company at the time such payments are due, and the Company shall have no further obligation to him or her under the Change in Control Agreement.
|
|
•
|
|
If the executive’s employment is terminated before one year following a change in control by the Company other than for Cause or disability, or by the executive for Good Reason, he or she shall be entitled to a lump sum payment of his or her base salary through the date of termination plus any other amounts to which he or she is entitled under any compensation plan of the Company at the time such payments are due; a lump sum severance payment in an amount equal to two times his or her base amount, as defined in Section 280G(b)(3) of the Internal Revenue Code, and the vesting and immediate exercisability of all stock options, RSUs and SARs; and reimbursement for all legal fees and expenses incurred in seeking to enforce the Executive Change in Control Severance Agreement.
|
|
•
|
|
“Cause” as used in the Executive Change in Control Severance Agreements is defined as (1) conviction of a crime involving moral turpitude or providing for imprisonment, (2) commission of any willful malfeasance or gross negligence in the discharge of his or her duties to the Company or any of its subsidiaries, having a material adverse effect on the Company or any of its subsidiaries or (3) failure to timely correct after written notice, any specific failure in performance of the duties of his or her position with the Company.
|
|
•
|
|
“Good Reason” as used in such Executive Change in Control Severance Agreements includes, with respect to each executive:
|
TRIGGERING EVENTS
|
|||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Termination of Employment Before Change in Control
|
|
|
Termination of Employment Within
One Year After Change in Control
|
||||||||||||||||||||||||||||||
|
|
Death/ Disability
|
|
Termination for Cause
|
|
Termination Without Cause
|
|
|
Death/ Disability
|
|
Termination for Cause
|
|
Termination Without Cause
|
|
|
Voluntary For Good Reason
|
|
|
Voluntary Without Good Reason
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mr. Ferguson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Severance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,966,500
|
|
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,063,100
|
|
(2)
|
|
$
|
2,063,100
|
|
(2)
|
|
$
|
—
|
|
Short-Term
Cash Incentive
(3)
|
|
$
|
586,500
|
|
|
$
|
—
|
|
|
$
|
586,500
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
SARs
(4)
|
|
$
|
1,901,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1,901,174
|
|
|
$
|
—
|
|
|
$
|
1,901,174
|
|
|
|
$
|
1,901,174
|
|
|
|
$
|
—
|
|
RSUs
(5)
|
|
$
|
1,256,642
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1,256,642
|
|
|
$
|
—
|
|
|
$
|
1,256,642
|
|
|
|
$
|
1,256,642
|
|
|
|
$
|
—
|
|
PSUs
(6)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Life Insurance Benefit
(7)
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
TOTAL
|
|
$
|
4,244,316
|
|
|
$
|
—
|
|
|
$
|
2,553,000
|
|
|
|
$
|
3,657,816
|
|
|
$
|
—
|
|
|
$
|
5,220,916
|
|
|
|
$
|
5,220,916
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mr. Fehlman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Severance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
551,655
|
|
(8)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,135,978
|
|
(9)
|
|
$
|
1,135,978
|
|
(9)
|
|
$
|
—
|
|
Short-Term
Cash Incentive
(3)
|
|
$
|
206,871
|
|
|
$
|
—
|
|
|
$
|
206,871
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
SARs
(4)
|
|
$
|
136,199
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
136,199
|
|
|
$
|
—
|
|
|
$
|
136,199
|
|
|
|
$
|
136,199
|
|
|
|
$
|
—
|
|
RSUs
(5)
|
|
$
|
306,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
306,788
|
|
|
$
|
—
|
|
|
$
|
306,788
|
|
|
|
$
|
306,788
|
|
|
|
$
|
—
|
|
PSUs
(6)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Life Insurance Benefit
(10)
|
|
$
|
344,784
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
344,784
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
TOTAL
|
|
$
|
994,641
|
|
|
$
|
—
|
|
|
$
|
758,526
|
|
|
|
$
|
787,770
|
|
|
$
|
—
|
|
|
$
|
1,578,964
|
|
|
|
$
|
1,578,964
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Bacius
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Severance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
522,750
|
|
|
$
|
—
|
|
|
$
|
522,750
|
|
(11)
|
|
$
|
522,750
|
|
(11)
|
|
$
|
—
|
|
Short-Term
Cash Incentive
(3)
|
|
$
|
143,756
|
|
|
$
|
—
|
|
|
$
|
143,756
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
SARs
(4)
|
|
$
|
91,708
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
91,708
|
|
|
$
|
—
|
|
|
$
|
91,708
|
|
|
|
$
|
91,708
|
|
|
|
$
|
—
|
|
RSUs
(5)
|
|
$
|
147,965
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
147,965
|
|
|
$
|
—
|
|
|
$
|
147,965
|
|
|
|
$
|
147,965
|
|
|
|
$
|
—
|
|
PSUs
(6)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
TOTAL
|
|
$
|
383,429
|
|
|
$
|
—
|
|
|
$
|
143,756
|
|
|
|
$
|
762,423
|
|
|
$
|
—
|
|
|
$
|
762,423
|
|
|
|
$
|
762,423
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ms. Mackey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Severance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
600,000
|
|
|
—
|
|
|
$
|
600,000
|
|
(11)
|
|
$
|
600,000
|
|
(11)
|
|
$
|
—
|
|
||
Short-Term
Cash Incentive
(3)
|
|
$
|
165,000
|
|
|
—
|
|
|
$
|
165,000
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
SARs
(4)
|
|
$
|
91,254
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
91,254
|
|
|
—
|
|
|
$
|
91,254
|
|
|
|
$
|
91,254
|
|
|
|
$
|
—
|
|
RSUs
(5)
|
|
$
|
210,787
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
210,787
|
|
|
—
|
|
|
$
|
210,787
|
|
|
|
$
|
210,787
|
|
|
|
$
|
—
|
|
PSUs
(6)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
TOTAL
|
|
$
|
467,041
|
|
|
—
|
|
|
$
|
165,000
|
|
|
|
$
|
902,041
|
|
|
—
|
|
|
$
|
902,041
|
|
|
|
$
|
902,041
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mr. Pendley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Severance
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
721,182
|
|
|
—
|
|
|
$
|
721,182
|
|
(11)
|
|
$
|
721,182
|
|
(11)
|
|
$
|
—
|
|
Short-Term
Cash Incentive
(3)
|
|
$
|
216,355
|
|
|
—
|
|
|
$
|
216,355
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
SARs
(4)
|
|
$
|
188,264
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
188,264
|
|
|
—
|
|
|
$
|
188,264
|
|
|
|
$
|
188,264
|
|
|
|
$
|
—
|
|
RSUs
(5)
|
|
$
|
370,317
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
370,317
|
|
|
—
|
|
|
$
|
370,317
|
|
|
|
$
|
370,317
|
|
|
|
$
|
—
|
|
PSUs
(6)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
TOTAL
|
|
$
|
774,935
|
|
|
—
|
|
|
$
|
216,355
|
|
|
|
$
|
1,279,763
|
|
|
—
|
|
|
$
|
1,279,763
|
|
|
|
$
|
1,279,763
|
|
|
|
$
|
—
|
|
(1)
|
This amount is
Mr. Ferguson’s base salary for a period of 24 months plus a pro-rated short-term cash incentive payment. Mr. Ferguson’s employment agreement with the Company provides that if he is terminated without cause, he will be entitled to his base salary for the period from the date of termination to the end of the term of the employment agreement, but in any case a period of at least 24 months.
|
(2)
|
This amount is 2.99 times the base salary of Mr. Ferguson.
|
(3)
|
The short-term cash incentive payout is calculated as of February 29, 2016.
|
(4)
|
The value of the accelerated vesting of SARs are calculated based upon the closing price of the Company’s common stock on February 29, 2016 ($50.50).
|
(5)
|
The value of the accelerated vesting of RSUs, including any dividend equivalents accrued during the vesting period, are calculated based upon the closing price of the Company’s common stock on February 29, 2016 ($50.50).
|
(6)
|
No amounts are included for the 2015-2018 PSUs because the PSUs remain subject to three-year performance cycle metrics even after the event.
|
(7)
|
Term life insurance policy payable by the Company pursuant to Mr. Ferguson’s employment agreement.
|
(8)
|
This amount is Mr. Fehlman’s base salary for a period of 12 months plus a pro-rated short-term cash incentive payment. Mr. Fehlman’s employment agreement with the Company provides that if he is terminated without cause, he will be entitled to his base salary for the period from the date of termination to the end of the term of the employment agreement, but in any case a period of at least 12 months.
|
(9)
|
This amount is two times Mr. Fehlman’s base salary plus the average amount of cash bonus actually paid to Mr. Fehlman with respect to the five (5) fiscal years of the Company immediately preceding the occurrence of the event.
|
(10)
|
Term life insurance policy in the face amount of one times annual base salary payable by the Company pursuant to Mr. Fehlman’s employment agreement.
|
(11)
|
This amount represents two times the base salary for each of Messrs. Bacius and Pendley and Ms. Mackey, respectively.
|
|
•
|
|
reviewed and discussed the audited consolidated financial statements with management;
|
|
|
|
|
|
•
|
|
discussed with BDO the independence of BDO and the matters, if any, required to be discussed by PCAOB Auditing Standard No. 16 (Codification of Statements on Auditing Standards, AU § 380), as amended; and
|
|
|
|
|
|
•
|
|
received the letter and the written disclosures from BDO required by Rule 3520 of the PCAOB.
|
|
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "
FOR
" THE RATIFICATION OF BDO TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017.
|
|
|
February 29, 2016
|
|
February 28, 2015
|
||||
Audit Fees (1)
|
|
$
|
543,555
|
|
|
$
|
573,013
|
|
Audit-Related Fees (2)
|
|
$
|
15,000
|
|
|
$
|
82,959
|
|
Tax Fees (3)
|
|
$
|
428,397
|
|
|
$
|
597,954
|
|
All Other Fees
|
|
−
|
|
−
|
||||
|
|
|
|
|
||||
Total Fees
|
|
$
|
986,952
|
|
|
$
|
1,253,926
|
|
(1)
|
Includes fees for services related to the annual audit of the consolidated financial statements, and reviews of our quarterly reports on Form 10-Q.
|
(2)
|
Audit related fees relate to opening balance sheet procedures in connection with the Company’s acquisition of U.S. Galvanizing LLC.
|
(3)
|
Includes fees for services related to tax compliance, tax advice and tax planning.
|
|
|
|
|
|
|
|
|
|
|
1.
|
Head toward South 22nd Ave. on West 32nd St. (183 ft)
|
2.
|
Make a U-Turn onto West 32nd St. (0.1 miles)
|
3.
|
Turn slightly right onto South Service Rd. (1.3 miles)
|
4.
|
Take left ramp onto International Pkwy South (TX-97-SPUR) toward TX-183/TX-360 (0.9 miles)
|
5.
|
Take ramp onto TX-183 West (Airport Fwy) toward Ft. Worth (10.7 miles)
|
6.
|
Continue on I-820 (0.7 miles)
|
7.
|
Keep left onto TX-121 South toward Downtown Ft. Worth (7.1 miles)
|
8.
|
Take the exit toward Downtown/Belknap St. onto East Belknap St. (1.7 miles)
|
9.
|
Turn slightly left onto Energy Way (0.1 miles)
|
10.
|
Turn slightly right onto Summit Ave. (301 ft)
|
11.
|
Turn right onto West 7th St. (1.2 miles)
|
12.
|
Arrive at West 7th St. (One Museum Place) Your destination is on the right.
|
1.
|
Head toward West 6th St. on Taylor St. (124 ft)
|
2.
|
Turn right onto West 6th St. (0.2 miles)
|
3.
|
Turn slightly right onto West 7th St. (1.6 miles)
|
4.
|
Arrive at West 7th St. (One Museum Place) Your destination is on the right.
|
1 Year AZZ Chart |
1 Month AZZ Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions