AZZ INC

For the period ended Jul 9, 2024. Filed May 28, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 9, 2024 · Filed May 28, 2024

AZZ$125.71+2.9%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT SUMMARY

The summary below highlights information contained elsewhere in this proxy statement (“Proxy Statement”). This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references below are supplied to help you find detailed information on each proposal in this Proxy Statement.

2024 Annual Meeting of Shareholders

	Date and Time				Place				Notice				Voting				Record Date
	July 9, 2024, 10:00 a.m., local time				AZZ Inc., One Museum Place, 4th Floor, 3100 West 7th Street, Fort Worth, Texas 76107				We distributed a Notice Regarding the Availability of Proxy Materials (the “Notice”) on or about May 28, 2024.				Holders of shares of Common Stock as of the Record Date are entitled to vote on all matters.				May 10, 2024


Item	Company Proposals	Board VoteRecommendation	Page
1.	Election of seven (7) director nominees named in this Proxy Statement.	FOR each director nominee	10
2.	Approval, on an advisory basis, of the Company’s executive compensation program.	FOR	43
3.	Ratification of the appointment of Grant Thornton, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2025.	FOR	87

How to Vote

	YOU CAN VOTE BY ANY OF THE FOLLOWING METHODS:
	QR Code Scan the QR code provided to vote online (www.proxyvote.com);				Internet (www.proxyvote.com) until 11:59 p.m. Eastern Time, on July 8, 2024;				By Mail. Completing, signing and returning your proxy or voting instruction card before July 9, 2024;				Telephone (1-800-690-6903) until 11:59 p.m. Eastern Time, on July 8, 2024; or				In person, at the Annual Meeting, if you are a shareholder of record as of the Record Date. You may deliver a completed proxy card or vote by ballot at the meeting.

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Director Nominees For Fiscal Year 2025

Name	Age	Director Since	Independent	OtherPublicCompanyBoards	Primary Occupation
DANIEL E. BERCE	70	2000		1	President and Chief Executive Officer, General Motors Financial Company
DANIEL R. FEEHAN	73	2000		2	Chairman of the Board, FirstCash, Inc.
THOMAS E. FERGUSON	67	2013	—	—	President and Chief Executive Officer, AZZ Inc.
CLIVE A. GRANNUM	58	2021		—	President, Performance Materials, Materion Corporation
CAROL R. JACKSON	52	2021		1	Former President, Chief Executive Officer and Chairman of the Board, HarbisonWalker International
ED MCGOUGH	63	2017		—	Senior Vice President, Global Manufacturing and Technical Operations, Alcon, Inc.
STEVEN R. PURVIS	59	2015		—	Former Principal, Luther King Capital Management

Key Statistics about our Director Nominees for Fiscal Year 2025

Our Director Nominees have an effective mix of diversity, experience and fresh perspective.

	2			2024 Proxy Statement

	HOW WETHINK ABOUT BOARD REFRESHMENT				Mandatory Retirement Age of 75				Three of our highly qualified Directors have joined AZZ’s Board over the past three years.				For FY2024, the Average tenure of our Director Nominees is 11.5 years.

Corporate Governance Highlights

	PRACTICE						DESCRIPTION
	BOARD EVALUATIONS AND REFRESHMENT						The Board of Directors annually evaluates its performance as well as each committee and individual director performance. As part of the Board’s evaluation process, directors consider various topics related to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds.
	ANNUAL ELECTIONS						All directors are elected annually, which reinforces our Board of Directors’ accountability to shareholders.
	EXECUTIVE SESSIONS						The independent Board members meet regularly in executive session.
	MAJORITY VOTING STANDARD						Our Bylaws require that, in an uncontested election, each director will be elected by a majority of the votes cast. The number of shares voted “FOR” a director must exceed the number of shares voted “AGAINST” that director.
	DIRECTOR RESIGNATION POLICY						If a nominee in an uncontested election does not receive a majority of the votes cast, the director is required to promptly tender a resignation to the Board of Directors that is subject to acceptance or rejection by the Board of Directors within 90 days from the date of the certification of the election results.
	15% SPECIAL MEETING THRESHOLD						Shareholders owning 15% or more of AZZ’s outstanding Common Stock have the right to call a special meeting of shareholders.
	ONE SHARE, ONE VOTE						Each share of AZZ Common Stock is entitled to one vote.

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	PRACTICE						DESCRIPTION
	INDEPENDENCE						A majority of our directors must be independent. All of our current directors, including those who are nominees, other than our CEO are independent, and all of our committees consist exclusively of independent directors.
	COMMITTEE MEMBERSHIP AND LEADERSHIP ROTATIONS						The Nominating and Corporate Governance Committee reviews and recommends committee membership. The Board of Directors appoint members of its committees annually and rotates committee and committee chair assignments periodically.
	DIVERSITY						The Board of Directors, acting through the Nominating and Corporate Governance Committee, ensures the Company’s Board is diverse, including race, gender, tenure, age, professional expertise, skills, qualifications and backgrounds.
	MANDATORY RETIREMENT AGE FOR DIRECTORS						The Company has a policy requiring its directors to retire at age 75. This encourages Board refreshment and provides additional opportunities to maintain a balanced mix of perspectives and experiences to effectively represent the long-term interests of shareholders.
	DIRECTOR MAXIMUM OUTSIDE BOARDS POLICY						Directors are expected to serve on no more than four public company Boards (including our Board of Directors).
	DIRECTOR ORIENTATION AND EDUCATION						The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s new director orientation program and reviewing the director continuing education process.
	STOCK OWNERSHIP						The Company maintains stock ownership guidelines for the Company directors and executive officers.
	STRATEGY AND RISK OVERSIGHT						The Board has oversight responsibility for management’s establishment and execution of corporate strategy and has overall responsibility for the effective oversight of enterprise risk, whether financial, operational or strategic.
	MANAGEMENT DEVELOPMENT AND SUCCESSION PLANNING						Our Board periodically reviews and discusses with the Compensation Committee, the Chair of the Board and the Chief Executive Officer, potential successors to the Chief Executive Officer and other members of the Company’s executive management team.
	SUSTAINABILITY & ESG						The Board’s Nominating and Corporate Governance Committee provides oversight of the Company’s ESG policies and sustainability practices. With executive-level sponsorship and Board oversight of the programs, sustainability and ESG have top-down support and are part of the Company’s annual performance metrics.
	CAPITAL ALLOCATION						We disclose our capital allocation policies and priorities to our shareholders and how they are overseen by our Board of Directors and its Committees.
	PERFORMANCE LINKED TO LONG-TERM STRATEGY DRIVES INCENTIVE AWARDS						A significant portion of our executive officers’ total compensation is based on the Company’s financial performance and the payouts are contingent upon the attainment of certain pre-established performance metrics which are capped to minimize risk.

	4			2024 Proxy Statement

ESG Oversight Structure

AZZ is committed to growing its business in a sustainable and socially responsible manner. We have structured our sustainability efforts using a framework that focuses on environmental stewardship, social responsibility and corporate governance. AZZ has integrated its ESG targets and initiatives into the Company’s overall business strategy.

	APPROACH TO SUSTAINABILITY				Our sustainability framework is integrated into our overall business strategy through our focus areas of environmental stewardship, social responsibility and corporate governance. We strive to improve the efficiency of our operations, including increasing energy and resource efficiency, lowering greenhouse gas emissions, reducing water consumption, conserving natural resources and offering products and solutions with superior sustainability attributes that meet or exceed our customer’s needs.

	ESG OVERSIGHT STRUCTURE

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	FISCAL YEAR 2024 ESG HIGHLIGHTS
	During fiscal year 2024, we made significant progress on a number of ESG initiatives:
				Published our third ESG Report, covering fiscal years 2021, 2022 and 2023.
				Completed five Industrial Assessment Center (“IAC”) audits during FY2024 to identify several energy efficiency enhancement capital investment projects that should result in future energy costs savings.
				Achieved our FY2024 ESG target to begin to report hazardous waste and quantity of recycled products and byproducts.
				In fiscal year 2024, AZZ developed methodologies for its business segments to identify and begin to track our green sales into the low carbon economy markets.
				AZZ was named as one of America’s Most Responsible Companies in 2024 by Newsweek; the second consecutive year.

SUSTAINABILITY FRAMEWORK FOCUS AREAS
	ENVIRONMENTALSTEWARDSHIP		SOCIALRESPONSIBILITY	CORPORATEGOVERNANCE
We strive to provide high quality products and solutions to customers while maintaining compliance with environmental requirements and using raw materials in an environmentally conscious and sustainable manner.	We believe that investing in our people, our communities and our business sustainably will drive long-term value for AZZ and its shareholders.	The Nominating and Corporate Governance Committee provides Board-level oversight to the Sustainability Council, as well as oversight of AZZ’s ESG policies and practices.

Please refer to our website to view our most recent Environmental, Social Responsibility and Governance Report. References to our website in this Proxy Statement are provided as a convenience and the Company’s website and the information posted on our website including, but not limited to our Environmental, Social Responsibility and Governance Report, is neither a part of this Proxy Statement nor is it incorporated herein.

Environmental Stewardship

AZZ is committed to managing the business in an environmentally responsible manner and actively prioritizes the health and safety of its employees and the environment. Our Board of Directors and the management team oversee the environment, health and safety (“EHS”) practices and program strategy as the Company executes on its goals and initiatives.

ENVIRONMENTAL, HEALTH AND SAFETY GOALS
	Meet or exceed all applicable EHS regulations and company standards and continuously monitor and document our progress.	Continuously improve on our environmental performance by monitoring our progress against stated EHS and sustainability targets to promote energy efficiency and to protect and sustain the environment.
	Train and equip our employees to identify and mitigate hazards and potential safety risks associated with their job.	Reduce our carbon footprint by minimizing emissions, energy and water usage and recycling materials where possible.
	Closely monitor our chemical consumption and waste generation to efficiently utilize raw materials and minimize and recycle non-product outputs.	Focus on sourcing environmental solutions that will decrease AZZ’s environmental impact.
	Contribute to the development and administration of technically and economically sound environmental standards and compliance procedures through seeking input from professional trade groups, regulatory agencies, citizens’ organizations, subject matter experts and our stakeholders.	Communicate our EHS and sustainability progress and targets to our stakeholders.

	6			2024 Proxy Statement

Commitment to Human Capital Management

We believe our employees are our greatest asset and our continued success is dependent on the expertise and engagement of our people.

				OUR CULTURE
	• AZZ understands the importance of employees who feel valued and united through shared beliefs and guiding principles. • Our values shape our corporate culture, attract highly skilled employees and help them live and perform at their best. • At AZZ, our employees’ well-being is a priority. We offer Market Place Chaplains and Employee Assistance Programs to all employees. • We take pride in offering incentives that recognize employee efforts and programs to help improve their quality of life. • We established the AZZ Cares Foundation to provide assistance to our employees and their families when a personal emergency, disaster or personal hardship occurs. • AZZ Alertline is available 24/7 in three languages to address concerns and increase accountability.

				OUR COMMITMENT TO HEALTH AND SAFETY
	• We strive to incorporate continuous improvement in the health and safety of our facilities by establishing and monitoring our progress against our EHS and sustainability targets. • We train and equip our employees to identify and mitigate safety hazards associated with their job. • Our management teams oversee the implementation of training programs for operational safety and hazard reduction and regularly communicate EHS results to our employees.

				OUR COMMITMENT TO DIVERSITY AND INCLUSION
	• 52.4% of our employees are diverse, as reported to the Equal Employment Opportunity Commission. • We embrace the diversity of our employees, customers, vendors, suppliers, stakeholders and consumers, including their unique backgrounds, experiences, creative solutions, skills and talents. • We seek to continuously improve our hiring, development, advancement and retention of a diverse talent pool and increase our overall diversity representation.

			Named in Newsweek’s list of America’s Most Responsible Companies in 2023 and 2024.

Executive Compensation Highlights

COMPENSATION PHILOSOPHY AND OBJECTIVES
Our key compensation objectives are to:
	attract and retain high performing, servant minded leaders;	reward results, drive future strategic growth; and	align the interests of our executive officers with those of our shareholders.

We believe our executive compensation program strongly aligns executive pay with the interests of our shareholders. Our executive compensation program provides a combination of salary, short- and long-term incentives, and benefits to align executive officer and shareholder interests.

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We use the following principles to achieve these objectives:

	A significant portion of our executive officers’ total compensation is based on the Company’s performance and the payouts are contingent upon the attainment of certain pre-established performance metrics and capped to minimize risk.
	Performance measures are highly correlated to the creation of shareholder value.
	We review and benchmark pay relative to the market median of our executive compensation industry peer group on an annual basis.
	Our executive compensation program is designed to drive long-term shareholder value and attract and retain high performing executive talent.
	We use annual cash incentive opportunities and equity-based awards to balance the Company’s short- and long-term performance objectives.
	Our equity awards are equally weighted between time-vested restricted stock units, which vest ratably over a three-year period, and performance share units, which requires achievement of a pre-determined financial performance metric over a three-year performance cycle.
	The Compensation Committee engages an independent executive compensation consultant.
	Our Compensation Committee conducts an annual review of all executive compensation program components to ensure alignment with our strategic objectives and the Company’s industry peers.
	We have a Compensation Recovery Policy and an Executive Officer Incentive Compensation Recover Policy to protect the Company in the event of a financial restatement or an executive officer or another key level employee engages in serious misconduct.
	We provide a limited number of employment agreements and executive perquisites.
	We have stock ownership guidelines for directors, executive officers and key level employees.
	We grant equity awards with “double-trigger” vesting upon a change in control.

	We do not provide tax gross ups, except for relocation expenses.
	We do not recycle shares withheld for taxes.
	We do not permit pledging or hedging of Company securities.
	We do not pay accrued dividends or dividend equivalents on unearned RSUs or PSUs until such awards vest.
	We do not reprice underwater equity awards.
	We do not implement compensation or incentives that encourage or reward unnecessary or excessive risk-taking.

	8			2024 Proxy Statement

Fiscal Year 2024 Executive Compensation Program Elements

Category	Compensation Element	Description
CASH	Base Salary	Fixed annual cash compensation based upon experience the responsibilities of the position. Reviewed annually for potential adjustments based on market rates for each position, individual performance and changes in the scope of responsibilities.
Annual Incentive Opportunity	Annual cash incentive targets for achievement of specific annual financial operating results and a qualitative component relating to the execution of individual performance goals which are consistent with completing AZZ’s fiscal year 2024 strategic business objectives specifically tailored to each NEO’s specialized skill set and responsibilities.
LONG-TERM INCENTIVES	Restricted Stock Units	Vest ratably over a three-year period. Settled in shares of AZZ Common Stock. Dividend equivalents accrue with respect to dividends awarded during the vesting period and are not settled until the underlying award vests.
Performance Share Units	Three-year pre-determined financial performance metric settled in shares of AZZ Common Stock. Dividend equivalents accrue during the vesting period and are not paid and settled until the underlying award vests.
RETIREMENT	401(k) Plan	Qualified 401(k) plans that are generally available to all U.S. employees. For NEOs other than Mr. Russell, the Company matches 100% of the first 1% and 50% of contributions between 2% and 6% (with a potential total Company match of 3.5%). Mr. Russell participates in a separate 401(k) plan that we maintain for legacy Precoat Metals employees, under which the Company matches 100% of the first 3% and 50% of contributions between 4% and 5% (with a potential total Company match of 4%).
OTHER	Employment Agreements	Sets standard benefits for an NEO and the CEO in the event of termination of employment from the Company.
Executive Severance Plan	Sets standard benefit guidelines for executives in the event of severance or upon a change in control (for all NEOs except for the Company’s CEO).
Change-in-Control Terms	Sets Change-in-Control benefits for the Company’s CEO upon a change in control pursuant to his employment agreement, and other NEOs pursuant to the Executive Severance Plan.
Other Benefits	Executive supplemental disability insurance, financial planning services and annual physical exam.

Fiscal Year 2024 Total Direct Compensation Mix

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