AZZ INC

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The target FY2023 PSU awards and actual shares earned are summarized in the table below:

FY2023 Performance Shares Earned in FY2025

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(1)

The total number of shares earned include dividend equivalents accrued during the FY2023 PSU performance period (March 1, 2022 – February 28, 2025), which consisted of 939 for Mr. Ferguson; 210 for Mr. Schlom; 166 for Ms. Mackey; and 212 for Mr. Stovall.

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(2)

This amount represents the market value of the FY2023 PSUs at the conclusion of their performance period, on February 28, 2025, which was based upon the closing price of AZZ common stock of $96.11.

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(3)

Messrs. Crawford and Russell and Ms. Moseley did not receive FY2023 PSU awards, as they were not employees of the Company at the time of those grants.

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Compensation Program Overview

The Compensation Committee of the Board of Directors has the responsibility for establishing, implementing and monitoring adherence to the Company’s compensation philosophy. The Compensation Committee ensures that the total compensation paid to the Company’s executive management team is fair, reasonable, competitive and proportionately performance and responsibility based. Generally, the types of compensation and benefits provided to the NEOs are similar to those provided to other members of the management team.

Compensation Philosophy and Objectives

The Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, short- and long-term and strategic goals by the Company, and which aligns executives’ interests with those of our shareholders by rewarding performance specifically tied to the achievement of goals set by the Company, with the ultimate overall objective of increasing shareholder value. The Compensation Committee evaluates both performance and compensation to ensure that the Company maintains its ability to retain and attract superior talent in key positions and that compensation provided to such executives remains competitive relative to the compensation paid to similarly situated executives of publicly held companies in the same industry. To that end, the Compensation Committee believes executive compensation packages provided by the Company to its executives, including the NEOs, should include both cash and equity-based compensation that rewards achieving performance of pre-established goals.

The tables below highlight our current compensation practices for our NEOs, including practices that we believe drive future strategic growth and foster strong corporate governance principles, and other practices that we do not permit because we do not believe they would serve our shareholders’ long-term interests.

Role of Compensation Committee, its Compensation Consultant and the Chief Executive Officer in Setting Executive Compensation

The Compensation Committee reviews and approves all compensation decisions for the executive management team, including annual base salaries, short-term cash incentive metrics and annual equity award grants. The Chief Executive Officer provides the Compensation Committee with an annual performance evaluation for each executive management team member and makes preliminary recommendations for base salary, short-term incentive bonus targets, and equity awards for each officer. The Compensation Committee may exercise its discretion to modify any recommended salary adjustments or target incentive awards to executives made by the Chief Executive Officer. The Compensation Committee, in executive session and without executive officers present, performs the Chief Executive Officer’s annual performance review, total compensation targets, and the total compensation target levels for the executive team. The Chief Executive Officer does not make recommendations to the Compensation Committee on his own pay. The Compensation Committee structures the Company’s annual and long-term executive compensation components to motivate executives to achieve the Company’s short- and long-term business goals and reward executives who achieve their performance goals.

The Compensation Committee has the sole authority to retain and terminate compensation advisors, including the authority to approve the terms and fees of any such engagement. The Compensation Committee has engaged the services of Meridian Compensation Partners, LLC (“Meridian”) on an ongoing basis to review and provide recommendations with relevant market data and alternative compensation components to consider when making pay decisions for the Chief Executive Officer and the recommendations being made by the Company’s Chief Executive Officer for the other executives, including for fiscal year 2025. On an annual basis, the Compensation Committee assesses the independence of Meridian pursuant to standards promulgated by the SEC and the NYSE and has concluded that no conflict of interest exists that would prevent Meridian from independently advising the Compensation Committee. In fiscal year 2025, Meridian performed services solely on behalf of the Compensation Committee and did not perform any services for the Company. In accordance with Rule 10C-1(b)(4) under the Exchange Act, the Compensation Committee has determined that Meridian is independent and that no conflict of interest exists that would be required to be disclosed in the Company’s Proxy Statement pursuant to Item 407 of Regulation S-K.

Executive Compensation Industry Peer Group

Peer Group Benchmarking for Executive Compensation

In making compensation decisions, the Compensation Committee evaluates each element of the Company’s total compensation program relative to a group of comparable, publicly traded companies. This industry peer group of companies is used to benchmark executive compensation and is reviewed annually by the Compensation Committee, in consultation with its independent compensation advisor, Meridian. The selected industry peer group of companies represent those with which the Company competes for executive talent, business opportunities and for shareholder investment.

During fiscal year 2024, following a comprehensive annual review and based upon recommendations by Meridian, the Compensation Committee updated the Company’s industry peer group to better reflect the Company’s strategic transformation. This included the Company’s acquisition of the Precoat Metals segment and the divestiture of its Infrastructure Solutions segment during fiscal year 2023. These changes marked the Company’s transition from a diverse holding company to a focused provider of metal coatings solutions.

For fiscal year 2025, the Compensation Committee, again in consultation with Meridian, determined that the existing peer group identified in fiscal year 2024 remained appropriate. As such, no changes were made to the industry peer group in fiscal year 2025. The Committee believes the current industry peer group is well aligned with the Company’s annual revenues, market capitalization and the industries in which it conducts business,

The Company’s FY2025 industry peer group consisted of 15 companies in the following industries: (i) building products; (ii) steel; (iii) construction materials; (iv) aluminum; (v) industrial machinery and supplies; (vi) construction and engineering; and (vii) diversified metals and mining. These industry peer companies had a median revenue of $1.61 billion for the most recently reported fiscal year end as disclosed by Meridian to the Compensation Committee and all companies were size appropriate in terms of market capitalization, number of employees, EBIT margin, operational complexity and the markets in which AZZ currently competes for business and talent. The Company’s fiscal year 2025 industry peer group included the following companies:

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(1)

During FY2025, Barnes Group Inc. and PGT Innovations, Inc. were acquired and are no longer publicly traded, and as a result, they will no longer be included in the Company’s industry peer group going forward.

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Although the Compensation Committee considers the compensation practices of the Company’s industry peer group noted above in determining the overall compensation of the Company’s executive officers, including the NEOs, the Compensation Committee does not set target compensation at specific market percentiles. Subject to the discretion of the Compensation Committee, the base salaries, short-term incentive compensation targets and long-term incentive compensation targets for the Company’s executive officers generally range within the market median of our industry peer group listed above on an annual basis.

In addition to industry peer market data, compensation is determined based upon:

Internal pay equity is also considered (including the executive’s responsibilities and potential impact on Company operations). In considering internal pay equity, the Compensation Committee has no formula or established ratios for setting one executive’s total compensation versus the compensation of another executive officer. Rather, the Compensation Committee subjectively evaluates the relative importance of each NEO’s role to the Company as a whole, which results in certain executives receiving more total compensation than others (e.g.,

the Company’s Chief Executive Officer is paid more than its Chief Financial Officer). The Compensation Committee may also consider how the Company has performed relative to its industry peer group of companies.

While the Compensation Committee considers a variety of factors in making compensation decisions for the Company’s NEOs, the Compensation Committee does not use any particular weighting or formula to determine executive compensation. Rather, the Compensation Committee subjectively evaluates all of the factors noted above in determining executive compensation.

2024 Say-On-Pay Advisory Vote

At the Company’s 2024 Annual Meeting, 98.6% of the shareholders that cast a ballot voted to approve the Company’s executive compensation program. After considering this non-binding, advisory voting result, the Compensation Committee believes the result reflects strong shareholder concurrence that the Company’s executive compensation program is consistent with sound corporate governance principles and appropriately designed to support the Company’s short- and long-term strategic business objectives. Additionally, the Compensation Committee believes these results demonstrate shareholders’ concurrence that the executive compensation program maintains an appropriate balance between utilizing responsible, measured pay practices and effectively ensuring the interests of the NEOs are incentivized by, and aligned with, the creation of long-term value for the Company’s shareholders. Consequently, the Compensation Committee intends to continue following the executive compensation philosophy, policies and practices it has historically utilized, and update certain compensation elements from time to time as market compensation trends evolve to remain competitive and recruit and retain top talent.

Employment Agreements

Mr. Ferguson

Mr. Ferguson’s initial employment agreement with the Company commenced in November 2013 and was amended and restated in September 2016 and was subsequently amended on October 3, 2018, solely to clarify compliance with Section 409A of the Internal Revenue Code. On October 3, 2019, Mr. Ferguson entered into the Second Amended and Restated Employment Agreement (the “Second Amended CEO Agreement”) with the Company, which extended Mr. Ferguson’s employment term for an additional three years that expired on October 3, 2022, subject to automatic extensions for successive one-year periods unless either the Company or Mr. Ferguson gives written notice to the other at least one hundred twenty (120) days before such extension would otherwise occur of the Company’s or Mr. Ferguson’s election not to extend the term.

Mr. Ferguson’s employment agreement provides for certain severance payments and benefits following a termination of employment under certain circumstances. These benefits are described below in the section titled “Potential Payments upon Termination or Change in Control.”

Mr. Crawford

Mr. Crawford entered into an employment agreement with the Company on June 3, 2024, which has an initial term of two years that will expire on June 3, 2026, but is subject to automatic one-year extensions for successive periods unless either the Company or Mr. Crawford provides written notice to the other at least one hundred twenty (120) days before such extension would otherwise occur of the Company’s or Mr. Crawford’s election not to extend the term.

Mr. Russell

Mr. Russell entered into an employment agreement with the Company on March 10, 2022, with an initial term of two years, expiring on March 10, 2024. The agreement automatically renews for successive one-year periods unless either the Company or Mr. Russell provide written notice to the other at least 120 days prior to the expiration of the current term to elect not to extend the agreement. On January 13, 2025, Mr. Russell was notified that the Company would not renew his employment agreement upon its expiration. However, Mr. Russell continues to serve the Company on an at-will basis, without a formal employment agreement, and remains actively engaged in his role as Chief Strategy Officer, which became effective as of March 1, 2025.

Mr. Stovall

Mr. Stovall entered into an employment agreement with the Company on July 15, 2024, which has an initial term of two years, which will expire on July 15, 2026, except that commencing on July 15, 2026 and on each one-year anniversary thereafter, the term shall automatically be extended for one additional year unless either the Company or Mr. Stovall gives written notice to the other at least one hundred twenty (120) days before such extension would otherwise occur of the Company’s or Mr. Stovall’s election not to extend the term.

Mr. Schlom

On March 26, 2024, Mr. Schlom notified the Company of his decision to retire from his role as Senior Vice President and Chief Financial Officer, with his retirement to be effective November 4, 2024. Mr. Schlom had entered into an employment agreement with the Company on November 4, 2020, with an initial term of three years, which expired on November 4, 2023, and was subject to automatic one-year extensions unless either the Company or Mr. Schlom provided written notice of non-renewal at least 120 days prior to the extension date. Following his notification on March 26, 2024, Mr. Schlom agreed to complete the remaining term of his employment agreement and continue with the Company in a consulting capacity to facilitate the smooth transition of his duties to Mr. Crawford, the incoming Chief Financial Officer, effective June 3, 2024. Mr. Schlom’s retirement from the Company was effective on November 4, 2024.

All of the employment agreements above provide for: (i) a base salary, to be reviewed annually, which the Board and/or the Compensation Committee may adjust at its discretion; (ii) eligibility for an annual equity award under the Company’s 2023 Plan; and (iii) an annual cash incentive opportunity to be based upon individual and/or Company performance criteria that the Board and/or the Compensation Committee establishes for each fiscal year, with a target annual cash incentive expressed as a percentage of base salary. Messrs. Ferguson, Russell, and Schlom are each subject to covenants prohibiting: (i) during or after employment, the disclosure of confidential information; (ii) during employment and the twelve (12) month period thereafter, competition, solicitation of customers or employees, interference with business relationships, , disparagement of the Company, or entering into a transaction with the Company; and (iii) ownership of any intellectual property or property conceived or developed during his employment or the 6-month period thereafter, (the “Employment Agreement Terms and Conditions.”)

All of our NEOs will receive certain severance payments and benefits following a termination of employment under various circumstances pursuant to the terms set forth in the Company’s Executive Officer Severance Plan, as more fully described below in the sections titled “Executive Officer Severance Plan” and “Potential Payments upon Termination or Change in Control.”

Fiscal Year 2025 Executive Compensation Components

For the fiscal year ended February 28, 2025, the principal components of compensation for NEOs were:

Base Salary

The Company provides executive officers and other employees with a base salary to compensate them for the services required by their respective level of job responsibilities. Base salaries for our NEOs are determined for each executive based on his or her position and areas of responsibility and factors in experience and external market data for their position. Base salaries are designed so that pay opportunities for a given position recommended by Meridian are within plus or minus 10% of the median market base salary of the Company’s industry peer group.

During its review of base salaries for executives, the Compensation Committee primarily considers:

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market data and advisory services periodically provided by Meridian, the Compensation Committee’s external compensation consultant;

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internal data regarding the executive’s compensation, both individually and relative to other executive officers; and

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individual performance of the executive.

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Salary levels are typically considered annually as part of the Company’s performance review process, as well as upon a promotion or upon other changes in job responsibilities. Annual salary increases are not guaranteed and do not automatically occur each year.

The following table details the NEOs’ base salaries for the fiscal year ended February 28, 2025.

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(1)

Mr. Crawford and Ms. Moseley were not NEOs during fiscal year 2024.

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(2)

The base salaries for Mr. Schlom and Ms. Moseley were pro-rated pursuant to their date of departure from the Company on November 4, 2024 and July 25, 2024, respectively.

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In determining annual salary increases, if applicable, and also in determining short-term cash incentive awards under the Company’s STI Plan and long-term incentive equity awards under the Company’s 2023 Plan, for the NEOs for fiscal year 2025, the Compensation Committee utilized qualitative factors to evaluate their performances and recognize their contributions and leadership during fiscal year 2025. In particular, the Compensation Committee considered each officer’s contributions to achieving the following: (i) the ability of the executive officers to effectively execute on their respective operating budgets and various business segment and corporate function goals for the year; (ii) completing several corporate and operational excellence initiatives, including paying down debt, improving net working capital, and refinancing the Company’s debt facilities; (iii) reducing inventories; (iv) effectively integrating the Precoat Metals business segment operations and internal controls into the Company’s public company discipline and practices; and (v) completing the construction of the new greenfield site in Washington, Missouri on schedule and within budget . The Compensation Committee also considered issues of relative amounts paid and awarded to each NEO as a matter of internal equity.

The amount of each officer’s salary and incentive awards was based on the CEO’s subjective evaluation of each officer’s performance, the relative responsibilities of the officers and the Compensation Committee’s sense of fair and equitable distributions of salaries and incentive awards. The Compensation Committee also considered comparable market compensation data from similarly situated officers of companies against which the Compensation Committee believes the Company competes for talent and from the Company’s fiscal year 2025 industry peer group discussed above.

In assessing the active NEO’s performance evaluation, the Compensation Committee considered and acknowledged the following individual performance achievements for fiscal year 2025:

Performance-Based Incentive Compensation

The STI Plan is an annual cash incentive program that provides the Compensation Committee the flexibility to reward high performance for the achievement of annual performance goals by NEOs, increase shareholder value and allow key employees to share in the annual growth and profitability of the Company. The STI Plan provides guidelines for eligibility, minimum thresholds and maximum payouts, and calculation of annual cash incentive awards based upon predetermined performance metrics.

At the beginning of each fiscal year, the Compensation Committee approves the group of employees who are eligible to participate in the Company’s STI Plan for that fiscal year and the total target award pool. Each participant’s responsibilities and potential impact on the Company’s operations are factored into their respective target award opportunities that are established as a percentage of base salary.

For fiscal year 2025, the Compensation Committee approved annual short-term incentive target award opportunities that ranged from 60% to 100% of base salary for the Company’s NEOs. The target annual short-term incentive opportunity for each NEO in fiscal year 2025 is set forth in the following table:

Each NEO has the opportunity to earn a maximum of 200% of his or her annual short-term incentive target award opportunity as a percentage of his or her base salary. Based on the table above, the maximum award payments under the STI Plan may not exceed 200% of base salary for Mr. Ferguson, 160% of base salary for Messrs. Russell and Stovall, 140% of base salary for Messrs. Crawford and Schlom, and 120% of base salary for Ms. Mackey and Ms. Moseley. Payments made under the Company’s STI Plan are subject to forfeiture under certain circumstances more fully described in the Company’s Compensation Recovery Policy and the Executive Officer Incentive Compensation Recovery Policy. See page 58 of this Proxy Statement for a detailed explanation.

STI Plan Minimum Thresholds for Payout

For fiscal year 2025, the Compensation Committee, with input from Meridian (the Compensation Committee’s consultant), continued its review of best practices for short-term cash incentive threshold benchmarking. Based on this analysis and the Company’s historical performance metrics, the Committee maintained the decision to keep the higher minimum performance threshold and lower maximum payout threshold established in fiscal year 2024.

For fiscal year 2024, the Company’s STI Plan had increased the minimum threshold from 51% to 81% of the performance metric target, with a maximum payout of 200% for achieving at least 120% of the target. These thresholds remained in place for fiscal year 2025, as illustrated in the table below.

Award payments are calculated (as a percentage of the target award opportunity) with respect to each applicable performance metric, based on the percentage of performance target achieved in accordance with the following schedule:

For every percentage point increase in the percentage of the performance target achieved, the percentage of target bonus opportunity earned increased by five percentage points between the minimum payment thresholds and the target bonus opportunity.

As described below, the Compensation Committee determines the percentage of the performance target that has been achieved for each performance metric assigned to each NEO and the corresponding percentage of the target bonus opportunity earned. For example, if the Compensation Committee sets a target cash award of $10,000 based upon achievement of a target level of diluted earnings per share of $1.00 and if the Company’s actual earnings per share is $1.10, the Compensation Committee would determine that the recipient of the award had achieved 110% of his target performance metric and would be entitled to a cash bonus of 150% of his STI target cash award resulting in a cash award of $15,000.

Fiscal Year 2025 STI Plan Performance Metrics

Our STI Plan performance metrics are designed to drive shareholder value creation. For fiscal year 2025, the Compensation Committee assigned quantitative and qualitative performance goals for the year that related to the following: (i) the ability of the executive officers to effectively execute on their respective operating budgets and various business segment goals for the year; (ii) completing several corporate and operational excellence initiatives including paying down a significant amount of debt,(iii) improving net working capital, (iv) repricing all of the Company’s debt financing facilities; (v) reducing inventories; and (vi) effectively integrating the Precoat Metals business segment operations and internal controls into the Company’s public company internal control practices. Levels for adjusted earnings per share; cash flow; business segment earnings before interest, taxes, depreciation and amortization (“EBITDA”); and business segment cash flow from operations were set and approved in alignment with the Company’s strategic plan, and expectations set and approved by the Compensation Committee regarding the Company’s annual operating budget based upon various market conditions.

Each NEO also has an individual qualitative performance metric, which comprises the final component of the annual STI performance target. This qualitative performance metric is discretionary, and subject to the same 0% to 200% payout range as the financial performance metrics. The amounts awarded to the NEOs under the qualitative metrics are influenced by the quantitative performance assessment of each officer and the Company’s performance in an effort to ensure executives are appropriately compensated for individual performance metrics that are consistent with AZZ’s business objectives and core values.

The chart below shows the STI performance metrics assigned to each NEO, the weight assigned to each metric, and the actual percentage of target performance achieved for fiscal year 2025:

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(1)

Adjusted EPS is a non-GAAP measure. See Appendix A for a reconciliation of Adjusted EPS to the most comparable GAAP measure.

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(2)

Consolidated Cash Flow from operations.

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(3)

Based on the CEO and the Compensation Committee’s review of the NEOs individual and collective performance, the Committee approved various discretionary individual performance payouts for the NEOs ranging between 100% to 140% of award targets. This decision took into account the

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Company’s performance against annual performance goals, the strong individual and collective performances across different corporate functions and all aspects of the business, and the value created for the Company’s shareholders during fiscal year 2025.

(4)

Segment EBITDA is calculated as earnings excluding depreciation, amortization, interest, and provision for income taxes.

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(5)

Segment Cash Flow is calculated as cash flow from operations for each business segment minus the respective segment’s fiscal year annual capital expenditures.

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(6)

Ms. Moseley received 100% of her target annual cash incentive pursuant to the Company’s Executive Officer Severance Plan, which was pro-rated from March 1, 2024 through July 25, 2024, her date of termination from the Company.

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Upon completion of each fiscal year, the Compensation Committee assesses the actual achieved performance of the Company against each performance objective to determine the percentage of target performance achieved. The actual performance achieved was based upon our audited financial results and on the percentage of target performance achieved by each NEO. Awards made to our NEOs under the STI Plan for performance in fiscal year 2025 are reported in the column titled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table of this Proxy Statement on page 61 and also detailed in the following table:

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(1)

Actual payout is based upon actual base salary amount for FY2025 multiplied by the actual payout percentage. Actual base salaries earned by each NEO during FY2025 may be found on page 47 of this Proxy Statement.

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(2)

The value reflected represents the pro-rata portion of Mr. Schlom’s FY2025 annual cash bonus from March 1, 2024 through November 4, 2024, paid to Mr. Schlom on April 24, 2025.

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(3)

Ms. Moseley was paid 100% of her annual cash incentive target for FY2025. The value reflected represents the pro-rata portion from March 1, 2024 through July 25, 2024, her date of termination from the Company.

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Long-Term Incentive Compensation

Our long-term equity awards are granted on an annual basis to our executive officers and is designed to align the interests of management with those of our shareholders. Awards, including those granted in fiscal year 2025, were made under the Company’s 2023 Plan which was previously approved by shareholders and allows the Company to grant stock options, stock appreciation rights (“SARs”), restricted shares, RSUs, performance awards (including PSUs) and other stock-based awards. The Company’s 2023 Plan was approved by our shareholders on July 11, 2023, and succeeded the 2014 Plan. As of the date of such approval of the 2023 Plan, no further grants were permitted to be made under the 2014 Plan.

The purpose of our long-term incentive compensation program is to:

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align the interests of executive officers with our shareholders;

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provide an opportunity for increased equity ownership in the Company by directors and executives, as well as members of the management that are being trained and developed for future succession planning purposes;

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maintain competitive levels of total compensation with the Company’s industry peer group to attract and retain talent; and

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facilitate compliance with the Company’s Stock Ownership Guidelines, which requires AZZ’s executive officers and directors to hold shares of AZZ’s Common Stock.

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During fiscal year 2025, the executive compensation program included long-term equity awards with target values based upon a percentage of each NEO’s base salary. These awards were granted under the Company’s 2023 Plan and consisted of 50% restricted stock units (“RSUs”) and 50% performance stock units (“PSUs”). Both the RSUs and the PSUs accrue dividend equivalents during the applicable vesting or performance period. These dividend equivalents are not payable unless and until the underlying award vests. Upon vesting, dividend equivalents are paid in either cash or shares of AZZ Common Stock, at the discretion of the Compensation Committee. Recipients have no rights to dividend equivalents unless and until the underlying awards vest.

Fiscal Year 2025 Restricted Share Units

On April 25, 2024, the Compensation Committee approved an aggregate award pool of 68,642 RSUs and 45,338 PSUs to be granted to certain executive officers under the Company’s 2023 Plan. The RSUs vest ratably during a three-year period from the grant date, with one-third of the RSUs vesting on each of the first, second and third anniversaries from the grant date which may be settled in shares of AZZ Common Stock or cash. The PSUs awarded during FY2025 cliff vest at the end of a three-year performance period and the amount achieved will be based upon the Company’s TSR performance relative to the Company’s industry peer group’s TSR over the three-year performance period and on the Company’s achievement of the pre-determined adjusted return on invested capital (“ROIC”) performance metric over the same three-year performance period.

Annual RSU target award levels are determined based on market data and consultation provided by Meridian and vary among participants based on their positions and responsibilities within the Company and are granted on the first open trading window day following the Company’s public disclosure of its financial results for the full fiscal year. To determine target awards of RSUs, the Compensation Committee first establishes a target value to be delivered to each NEO through long-term equity awards. In setting target value, the Compensation Committee considered various factors, including the following:

No particular weighting was assigned to the factors described above in the determination of the total target value for fiscal year 2025.

Once the target values of RSU and PSU awards were established for each executive officer based upon a percentage of his or her salary, the number of shares to be awarded to each NEO is determined by utilizing a 30-day average closing stock price of the Company’s Common Stock from the last trading day preceding the date of grant. The number and value of RSUs and PSUs granted to each NEO in fiscal year 2025 is reported in the “Grants of Plan Based Awards” table on page 63 of this Proxy Statement.

Fiscal Year 2025 Performance Share Units

The PSUs granted to our NEOs in fiscal year 2025 (the FY2025 PSUs”) are tied to two key performance metrics: TSR and adjusted return on invested capital (“ROIC”). The PSU performance metrics are weighted 50% on our Company’s TSR stock performance relative to each one of our industry peer group’s TSR, and 50% based on achieving our ROIC target for the performance period, which measures how effectively we generate returns on invested capital. This balanced approach ensures that both shareholder value creation and efficient capital management are equally prioritized. The Compensation Committee determined that incorporating both relative TSR and ROIC better aligns with the performance metrics commonly used by the Company’s industry peer group. The payout percentage of the FY2025 PSUs will be calculated for each of these performance metrics and then averaged to determine the total PSU vesting percentage for each of the Company’s NEOs, For fiscal year 2025, each performance metric will be evaluated over a three-year performance period (March 1, 2024 to February 28, 2027), and will vest and become payable, if at all, on the third anniversary of the grant date, with payments to be settled in shares of the Company’s Common Stock.

Payments under the FY2025 PSUs will be calculated based on the following:

Total Shareholder Return (TSR)

The Company’s TSR relative to the TSR of its industry peer group companies is measured at the end of the three-year performance period. The Company’s industry peer group is described in detail beginning on page 44 of this Proxy Statement. The TSR performance metric is defined below.

The Company’s industry peer group companies and AZZ’s TSR will be ranked according to their performance at the end of the three-year performance period. AZZ’s percentile ranking will be calculated as follows:

Award recipients will not be entitled to receive any payment under the FY2025 PSUs unless AZZ’s TSR performance ranks in the 25 th percentile or higher as compared to its industry peer group for the relative performance period. Within these constraints, payments under the FY2025 PSUs will be determined as follows:

Note: The percentage of target award payout earned under the FY2025 PSUs will be interpolated for performance percentiles that fall between the threshold and maximum percentages shown above.

The FY2025 PSU target awards, which vest at the end of the three-year performance period ending February 28, 2027, have potential payouts ranging from 0% to 200% of the target awards, based on the Company’s relative TSR ranking. Upon completion of the performance period, the Compensation Committee will assess the Company’s TSR performance using its audited financial statements and compare it to the TSR of each of the Company’s industry peer group companies over the same period.

Adjusted Return on Invested Capital (ROIC)

The Company’s ROIC will also be measured at the end of the three-year performance period. ROIC is defined as:

The ROIC performance metric is calculated as follows:

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period adjusted ROIC will be measured at the end of the three-year performance period; and

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The percentage of the adjusted ROIC target achieved will be determined using the following formula:

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Actual ROIC

Target ROIC

For FY2025, the Compensation Committee has set a target ROIC goal of 10.5%. Award recipients will not be entitled to any payout under the FY2025 PSUs unless the Company’s ROIC performance achieves at least 76% of the pre-set target. Payouts under the FY2025 PSUs based on ROIC performance will be determined as follows:

Note: The percentage of target award payout earned under the FY2025 PSUs will be interpolated for ROIC performance that falls between the threshold (76% of target) and maximum (125% of target) levels shown above.