Azz Inc DEF 14A, filed May 28, 2024

Azz Inc (AZZ)

DEF 14A 2024-05-28 For: 2024-07-09

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Added on June 12, 2026

About this DEF 14A

Azz Inc filed this DEF 14A on May 28, 2024.

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				9.3 tons of wood saved; or the equivalent of 56 trees
				49,700 gallons of water saved; or the equivalent of 2.3 swimming pools
				59.2 million BTU’s saved; or the equivalent of 70.5 residential refrigerators operating for one year
				2,740 pounds of solid waste saved
				41,800 pounds of CO2 equivalent saved; or the equivalent of 3.8 cars operating for one year
				3.7 pounds of hazardous air pollutants saved

	Trust			We conduct ourselves with honesty, openness and in a manner that is predictable and builds trust.
	Respect			We treat each other as we want to be treated (golden rule). When appropriate, we disagree without being disagreeable.
	Accountability			We take responsibility for our actions and ownership of results. We do what we commit to, both personally and as a team.
	Integrity			We are honest, trustworthy and respectful to each other and ethical in all our activities.
	Teamwork			We value collaboration at all levels. We believe that working as a team is more impactful and efficient than working alone.
	Sustainability			AZZ employees must work safely at all times and fully abide by safety, health and environmental policies of the Company while looking out for our co-workers.

	Time and Date:				Location:				Record Date:
	Tuesday, July 9, 2024, 10:00 a.m., local time				One Museum Place, 3100 West 7th Street, 4th Floor, Fort Worth, Texas 76107				You can attend and vote your shares at the Annual Meeting if you were a shareholder of record of the Company’s Common Stock on the close of business on May 10, 2024 (the “Record Date”).

ITEMS OF BUSINESS
PROPOSALS	Board Recommendation	Page
I. Elect the seven (7) director nominees named in this Proxy Statement to serve on the Company’s Board of Directors, each for a one-year term.		10
II. Vote for an advisory approval of a non-binding resolution approving the Company’s executive compensation program.		43
III. Vote for the 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.		87
IV. To transact any other business which may properly come before the Annual Meeting or any adjournment.

	PROXY STATEMENT SUMMARY					1
	PROPOSAL 1 – ELECTION OF DIRECTORS					10
	Election Process					11
	Nominees for Election of Directors					11
	MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE					17
	Corporate Governance					17
	Director Nomination Process					30
	Board Member Qualification Criteria					31
	Board Composition and Ongoing Refreshment					31
	Annual Board and Committee Evaluations					34
	The Board’s Role in Risk Oversight					35
	Board Oversight of Cybersecurity and Information Security Risk					37
	Director Compensation					38
	Security Ownership of Management and Directors					40
	Security Ownership of Certain Beneficial Owners					40
	Certain Relationships and Related Party Transactions					41
	Procedures for Communicating with Directors					42
	PROPOSAL 2 – VOTE FOR AN ADVISORY APPROVAL ON THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM					43
	EXECUTIVE COMPENSATION					44
	Compensation Discussion and Analysis					44
	Highlights of Our Executive Compensation Program					46
	Compensation Program Overview					48
	Stock Ownership Guidelines for Executive Officers					63
	Compensation Committee Interlocks and Insider Participation					64
	Compensation Committee Report					64
	EXECUTIVE COMPENSATION TABLES					65
	Summary Compensation Table					65
	Grants of Plan Based Awards					67
	Outstanding Equity Awards at Fiscal Year-End 2024					68
	Option Exercises and Stock Vested for Fiscal Year 2024					69
	Potential Payments Upon Termination or Change of Control					69
	CEO Pay Ratio					77
	COMPENSATION RECOVERY ANALYSIS UNDER THE COMPANIES CLAWBACK POLICIES					79
	PAY VERSUS PERFORMANCE					80
	AUDIT COMMITTEE REPORT					84
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					86


	Thomas E. Ferguson Director, President and Chief Executive Officer						Daniel R. Feehan Chair of the Board of Directors

	PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					87
	ANNUAL MEETING INFORMATION AND OTHER MATTERS					88
	APPENDIX A: DEFINITION OF NON-GAAP MEASURES					A-1

Name	Age	Director Since	Independent	Other Public Company Boards	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

	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.

	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.

	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.

				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.

	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.

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.
CASH	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.
LONG-TERM INCENTIVES	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.

DANIEL E. BERCE
Age: 70 Director Since: 2000 Board Committees: • Audit Committee (Chair) • Compensation Committee			Professional Highlights Daniel E. Berce serves as President and Chief Executive Officer of General Motors Financial Company, Inc., a global provider of auto finance (formerly AmeriCredit Corp.) and has served in this capacity since its acquisition by General Motors Company in October 2010. Mr. Berce also served as AmeriCredit Corp.’s Chief Executive Officer from 2005 until 2010, President from 2003 until 2010 and Chief Financial Officer from 1990 until 2003. He served as a director of Americredit Corp. from 1990 to 2010. • Before joining Americredit Corp., Mr. Berce was a partner with Coopers & Lybrand, an accounting firm. • Mr. Berce currently serves as a director of FirstCash, Inc., a publicly held international operator of retail pawn stores and a provider of retail point of sale payment solutions in the U.S. and Latin America. Reason for Nomination We believe Mr. Berce’s qualifications to serve on the Company’s Board of Directors include his executive level leadership experience, his experience serving as a Chief Executive Officer of a publicly held company and as a director of multiple publicly held companies, as well as his knowledge of corporate governance, executive compensation, accounting and financial expertise.

DANIEL R. FEEHAN
Age: 73 Director Since: 2000 Chairman of the Board Since: 2019 Board Committees: • Compensation Committee • Nominating and Corporate Governance Committee			Professional Highlights Daniel R. Feehan serves as Chairman of the Board of FirstCash, Inc., a publicly held international operator of retail pawn stores in the U.S and Latin America. Previously, Mr. Feehan served as a director of Cash America International, Inc. (“Cash America”) since 1984 and was Cash America’s Executive Chairman from November 2015 until Cash America’s merger with First Cash Financial Services, Inc. (now FirstCash, Inc.) in September 2016. • From 2000 to 2015, Mr. Feehan served as President and Chief Executive Officer of Cash America. • From 1990 to 2000, he served as President and Chief Operating Officer of Cash America. • Mr. Feehan also currently serves as a director of Enova International Inc., a publicly held leading provider of online financial services to non-prime consumers and small businesses. Reason for Nomination We believe Mr. Feehan’s qualifications to serve on the Company’s Board of Directors include his executive level leadership experience and ability to provide direction and oversight to the Company’s transformative initiatives, specifically his experience as a Chief Executive Officer of a publicly held company, experience in finance, accounting, strategic planning and experience serving as a director of multiple publicly held companies.

THOMAS E. FERGUSON
Age: 67 Director Since: 2013 Board Committees: • None			Professional Highlights Thomas E. Ferguson has served as a non-independent director and as the Company’s President and Chief Executive Officer since 2013. • Prior to joining AZZ, he was a consultant and served as interim Chief Executive Officer of FlexSteel Pipeline Technologies, Inc., a provider of pipeline technology products and services in 2013. • Mr. Ferguson has also served in various executive level leadership roles with Flowserve Corporation, a publicly held global provider of fluid motion and control products, including Senior Vice President from 2006 to 2010, as President of Flow Solutions Group from 2010 to 2012, as President of Flowserve Pump Division from 2003 to 2009, as President of Flow Solutions Division from 2000 to 2002, as Vice President and General Manager of Flow Solutions Division North America from 1999 to 2000 and as Vice President of Marketing and Technology for Flow Solutions Division from 1997 to 1999. Mr. Ferguson retired from Flowserve Corporation in 2012. Reason for Nomination We believe Mr. Ferguson’s qualifications to serve on the Company’s Board of Directors include his considerable global business and leadership experience serving as an executive officer of a public company, his domestic and international strategic experience both in the industries in which AZZ operates, and his track record for helping businesses achieve exponential growth, both organically and through acquisitions in the global marketplace.

CLIVE A. GRANNUM
Age: 58 Director Since: 2021 Board Committees: • Audit Committee • Compensation Committee			Professional Highlights Clive A. Grannum has served as President, Performance Materials of Materion Corporation, a leading advanced materials supplier, since 2018. • Prior to joining Materion, Mr. Grannum served as Corporate Vice President, Corporate Officer and President — Global Chlorinated Organics at Olin Corporation, a global manufacturer and distributor of chemical products, from 2015 to 2016. • Prior to joining Olin, Mr. Grannum held a number of senior leadership roles at Dow Chemical Company, including President, Global Chlorinated Organics and SAFECHEM from 2014 to 2015; Global Managing Director, Plastics Additives, Global Chlorinated Organics and SAFECHEM from 2011 to 2014; and Vice President, Corporate Officer and Global Business Director, Plastics Additives from 2008 to 2011. • Prior to joining Dow Chemical, he served as the Vice President of Plastic Additives for Rohm and Haas Company, a global specialty chemical producer, from 2007 to 2008. • Mr. Grannum also currently serves as a director on the Boards of the Boys and Girls Clubs of Greater Saint Louis, a non-profit organization devoted to inspiring and enabling youth to reach their full potential, and MediNova N.Y., a non-profit organization that provides medical services free of charge to underprivileged communities. Reason for Nomination We believe Mr. Grannum’s qualifications to serve on the Company’s Board of Directors include his considerable executive leadership experience, experience in global manufacturing and strategic mergers and acquisitions, business development, process improvement, financial experience and transformational growth in manufacturing based industries.

CAROL R. JACKSON
Age: 52 Director Since: 2021 Board Committees: • Compensation Committee • Nominating and Corporate Governance Committee (Chair)			Professional Highlights Carol R. Jackson formerly served as President, Chief Executive Officer and Chairman of the Board of HarbisonWalker International, the largest supplier of ceramic refractories in the U.S. with operations in the U.S., Canada, Mexico, Europe, and Southeast Asia and commercial interests globally, from 2017 to 2023 and served as Corporate Officer, Senior Vice President and General Manager from 2014 to 2017. • Prior to joining HarbisonWalker, Ms. Jackson served as Corporate Officer, Vice President and General Manager of Carpenter Technology Corporation, a global leader in the development, manufacture, and distribution of cast/wrought and powder metal stainless steels and specialty alloys from 2011 to 2013. • Prior to joining Carpenter Technology, Ms. Jackson held various positions with PPG Industries, Inc., a global supplier of paints, chemicals, optical and specialty products and glass, from 1999-2011. • Ms. Jackson currently serves as a member of the Board of Directors and a member of the Audit, Nominating and Corporate Governance Committees, and Scientific Advisory Committees of Sensient Technologies Corporation, a publicly held leading global developer, manufacturer, and marketer of colors, flavors, and fragrances. Reason for Nomination We believe Ms. Jackson’s qualifications to serve on the Company’s Board of Directors include the depth and breadth of her experience in global business operations and industrial manufacturing, executive level leadership experience, mergers and acquisitions, legal experience and prior public Board experience in the steel and coatings industries.

ED MCGOUGH
Age: 63 Director Since: 2017 Board Committees: • Compensation Committee (Chair) • Nominating and Corporate Governance Committee			Professional Highlights Ed McGough has served as the Senior Vice President of Global Manufacturing and Technical Operations at Alcon, Inc. (“Alcon”), since 2008. Alcon is the global leader in eye care developing, manufacturing and distributing innovative medical devices for eye care needs. Mr. McGough joined Alcon in 1991 as a Manager of Quality Assurance and Regulatory Affairs in Alcon’s Pennsylvania facility. He has held various other leadership positions at Alcon in both Fort Worth, Texas and Puerto Rico, including: Director of Quality Assurance from 1992 to 1994; Director of Operations from 1994 to 1996; Director of Manufacturing from 1996 to 2000; and Vice President and General Manager of Manufacturing in Fort Worth, Texas and Houston, Texas from 2000 to 2006. Following these roles, he has served as Vice President, Manufacturing, Pharmaceutical Operations, responsible for Alcon’s pharmaceutical plants in the United States, Brazil, Mexico, Spain, Belgium and France. Additionally, he has led the separation of the Alcon manufacturing plant operational systems from the company network to establish a more robust cyber security environment. • Prior to joining Alcon, Mr. McGough served in various quality engineering and management roles with Baxter Healthcare Corporation from 1983 to 1991. Reason for Nomination We believe Mr. McGough’s qualifications to serve on the Board of Directors include: (i) his executive level leadership and international experience in global manufacturing, distribution and global supply chain; and (ii) his experience integrating acquired medical device companies into Alcon which aligns well with our Company’s long term acquisition strategy.

STEVEN R. PURVIS
Age: 59 Director Since: 2015 Board Committees: • Audit Committee • Nominating and Corporate Governance Committee			Professional Highlights Steven R. Purvis formerly served as a Principal of Luther King Capital Management, a provider of investment management services (“LKCM”), as an Equity Portfolio Manager responsible for the firm’s Small Cap, Small-Mid Cap and Mid Cap Investment Strategies until 2021. Mr. Purvis joined LKCM in 1996 and continues to serve as a Trustee to the LKCM Funds. • His prior roles include investment analyst responsibilities at Roulston Research from 1993 to 1996 and Waddell & Reed, Inc. from 1990 to 1993. • Mr. Purvis brings over 35 years of public market investment experience to the Company’s Board of Directors and has led and participated in many venture capital, private equity, and real estate investments. • Mr. Purvis currently serves as a Trustee for the Fort Worth Employees Retirement Fund. • Mr. Purvis is a Chartered Financial Analyst and earned both his B.A. and M.B.A. in Business Administration from the University of Missouri. Reason for Nomination We believe Mr. Purvis’s qualifications for serving on the Board of Directors includes his distinguished career as a portfolio manager in the public equity markets with a focus on small to mid-cap companies, experience in analyzing corporate strategy and investment decisions across multiple industries and his ability to add an additional layer of financial analytics to the Board’s deliberations.

U.S. EMPLOYEES		CANADIAN EMPLOYEES
Women	Men	Women	Men
15.0%	85.0%	14.3%	85.7%

	Under 20				20 – 30				31 – 40				41 – 50				51 – 60				>61
	1.5%				19.7%				24.5%				22.8%				21.9%				9.6%

	BOARD-DRIVEN ENGAGEMENT
	Our Board of Directors oversees the shareholder engagement process and regularly reviews and assesses shareholders’ input. Our Compensation Committee receives regular reports on shareholders’ input on compensation. Both our Chair of the Board and our executive management team play a central role in our Board of Directors’ shareholder engagement efforts. Our other directors may also participate in meetings with shareholders.

	COMMITMENT CODIFIED IN GOVERNING DOCUMENTS
	Our Corporate Governance Guidelines and our Nominating and Corporate Governance Committee’s charter codify our Board of Directors’ oversight of shareholder engagement; they reflect our Board’s understanding of the critical role shareholder engagement has on our governance.

	PROCESS OVERVIEW
	Our Chair of the Board and members of our executive management team regularly engage with shareholders on a variety of topics and carefully consider the feedback we receive to take action when appropriate.
	We have increased our shareholder engagement communications, enhanced the Company’s strategic content and built stronger relationships with the investor community through our Senior Vice President of Marketing, Communications and Investor Relations.
	The feedback we receive from our shareholder engagement meetings provides our Board and executive management team with insights into the scope of topics important to our shareholders.

	KEY ENGAGEMENT TOPICS DISCUSSED WITH SHAREHOLDERS
				Board Composition, Refreshment and Diversity
				Board Oversight of Corporate Strategy and Risk Management
				Human Capital Management
				ESG Disclosure and Reporting
				Environmental and Social Matters
				Shareholder Engagement and Activism

	YEAR-ROUND ENGAGEMENT AND BOARD REPORTING
	Our Investor Relations team conducts regular, year-round outreach to shareholders through in-person meetings, video conferences and by phone to obtain their feedback on our short- and long-term strategies and how our strategic initiatives lineup with macro and micro economic trends in the markets that we sell into and service. Our Investor Relations team provides periodic Company updates throughout the year to our institutional shareholders, driving awareness of our significant corporate initiatives, corporate governance, environmental and social matters and any applicable changes in our Board or executive management team.

	TRANSPARENT AND INFORMED GOVERNANCE ENHANCEMENTS
	Our Nominating and Corporate Governance Committee routinely reviews and provides feedback on our governance practices and policies, including our shareholder engagement practices. Shareholders’ feedback is regularly shared with our Board of Directors, its committees and management. In addition to shareholders’ sentiments, our Board of Directors considers trends in governance practices and regularly reviews the voting results of our shareholders’ meetings, the governance practices of our peers and current trends in governance.

AUDIT COMMITTEE
Daniel E. Berce* (Chair) Members as of FY2024: • Paul Eisman • Clive A. Grannum • David M. Kaden • Venita McCellon-Allen • Steven R. Purvis* Independent Members: 6 *Financial Experts: 2 Number of Meetings in FY2024: 5			Key Audit Committee Responsibilities • Oversees the Company’s accounting, auditing, financial reporting, systems of internal controls regarding finance and accounting and corporate finance strategy; • Directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm; • Pre-approves all auditing services and permitted non-audit services to be performed for the Company by its independent auditor; • Reviews and discusses with management (i) the guidelines and policies that govern the processes by which the Company assesses and manages its exposure to risk; and (ii) the Company’s major financial and other risk exposures including cybersecurity risk, and the steps management has taken to monitor and control such exposures; • Meets regularly in executive session with the Company’s management, internal and independent auditors; and • Reviews and approves any proposed related-party transactions consistent with the Company’s policy regarding such transactions and reports any findings to the full Board. Independence / Qualifications • All Committee members are independent under the NYSE listing standards and the independence requirements applicable to Audit Committee members under SEC rules. • All Committee members are financially literate in accordance with NYSE listing standards and two members qualify as Audit Committee financial experts under SEC rules.

COMPENSATION COMMITTEE
Ed McGough (Chair) Members as of FY2024: • Daniel E. Berce • Daniel R. Feehan • Clive A. Grannum • Carol R. Jackson • Venita McCellon-Allen Independent Members: 6 Number of Meetings in FY2024: 5			Key Compensation Committee Responsibilities • Establishes, oversees and adjusts the Company’s incentive-based compensation plans, sets compensation for our CEO and approves compensation for the other executive officers; • Reviews and discusses with management the Compensation Discussion & Analysis to be included in the Company’s annual report and proxy statement; • Reviews and approves employment agreements, severance agreements or other significant matters relating to the Company’s CEO and other executive officers, including the annual performance review of the CEO; • Assists the Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management function, (including: recruiting; retention; career development; management succession; and diversity and employment practices); • Reviews with management and recommends to the Board changes in the Company’s compensation structure and programs and its competitiveness as an employer; and • Administers the Company’s Compensation Recovery Policy allowing AZZ to recoup incentive-based compensation paid to applicable officers and employees in the event of a financial restatement or misconduct. Independence / Qualifications • All Committee members are independent under the NYSE listing standards and the independence requirements applicable to Compensation Committee members under NYSE rules and the heightened independence requirements under SEC rules and qualify as “non-employee directors” under SEC Rule 16b-3 of the Securities Exchange Act, as amended (the “Exchange Act”).

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE(1)
Carol R. Jackson (Chair) Members as of FY2024: • Daniel R. Feehan • Paul Eisman • Ed McGough • Steven R. Purvis Independent Members: 5 Number of Meetings in FY2024: 4			Key Nominating and Corporate Governance Committee Responsibilities • Identifies potential individuals qualified to become members of the Board consistent with criteria approved by the Board; • Recommends director candidates to the Board for election at the annual meetings of shareholders or to fill vacancies pursuant to the Company’s Bylaws; • Recommends director nominees to the Board for each Board committee and the chair of the Board; • Responsible for establishing and overseeing AZZ’s Corporate Governance Guidelines, Code of Conduct and the director nomination process; • Provides oversight of AZZ’s ESG policies and sustainability practices that are of significance to the Company and its shareholders; • Regularly reviews and makes recommendations to the Board regarding director compensation; and • Leads an annual process for evaluating the performance of the Board as a whole and each of the Board committees and reports its findings and recommendations to the Board. Independence / Qualifications • All Committee members are independent under the NYSE listing standards.