DEF 14A of Apogee Enterprises, Inc., May 12, 2023

DEF 14A of Apogee Enterprises, Inc.

Filed May 12, 2023 · FY20230000006845-23-000011

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Articles provide that our Board of Directors will be divided into three classes of directors of as nearly equal size as possible and the term of each class of directors is three years. The term of one class expires each year in rotation. Currently, we have nine directors, with three directors serving in each class. At our Annual Meeting, the terms of our three Class I directors will expire. Lloyd E. Johnson, Donald A. Nolan and Patricia K. Wagner have been nominated for re-election to our Board as Class I directors. Class I directors elected at the Annual Meeting will serve until our 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Each of the nominees has agreed to serve as a director, if elected. If any of the nominees becomes unable or unwilling to serve as a director prior to the Annual Meeting, proxies will be voted for a substitute nominee or nominees designated by the Board. Alternatively, at the Board’s discretion, the proxies may be voted for a fewer number of nominees. Information about the background and qualifications of the Board nominees for election at the Annual Meeting and the directors continuing to serve after the Annual Meeting who are not subject to re-election at the Annual Meeting is provided below. Our Board of Directors recommends that you vote FOR the three Class I director nominees. Unless a contrary instruction is indicated on the proxy, proxies will be voted FOR the election of the three Class I director nominees.

  2. Proposal 1: Election of Directors

    | Class I Director Nominee – Term Expiring in 2026 | | | | | | Lloyd E. Johnson Age: 69 Director since: 2017 Independent Audit Committee Financial Expert | Apogee Committees: •Audit, Chair | Public Directorships: •Haemonetics (2021 – Present) •Beazer Homes (2021 – Present) •VSE Corporation (2022 – Present) | | Mr. L. Johnson was the Global Managing Director, Finance and Internal Audit of Accenture Corporation, a global management consulting and professional services firm providing strategy, consulting, digital technology and operations services, from 2004 to 2015. Prior to joining Accenture Corporation, he served as Executive Director, M&A and General Auditor for Delphi Automotive PLC, a vehicle components manufacturer, from 1999 to 2004. From 1997 to 1999, he served as Corporate Vice President, Finance and Chief Audit Executive for Emerson Electric Corporation, a diversified global manufacturing company serving industrial, commercial and consumer markets. Earlier in his career, he held senior finance leadership roles at Sara Lee Knit Products, a division of Sara Lee Corporation; Shaw Food Industries, a privately-held food service supply company; and Harper, Wiggins & Johnson, CPA, a regional accounting firm. Mr. L. Johnson began his career with Coopers & Lybrand, a global accounting firm that became part of PricewaterhouseCoopers, a global accounting firm. | | | | | Skills & Qualifications: | | | | | •Executive Leadership •Public Accounting and Audit, Retired CPA •Financial Management •Business Operations •Enterprise Risk Management | •Mergers and Acquisitions •International Business •Information Technology, including Cybersecurity •Leadership Development | •Executive Compensation •Corporate Governance •Industrial Commercial and Consumer Markets •Public Company Board Experience | |

  3. Proposal 1: Election of Directors

    | Class I Director Nominee – Term Expiring in 2026 (Continued) | | | | | Donald A. Nolan Age: 62 Director since: 2013 Independent Independent Chair since January 2020 | Apogee Committees: •Ad hoc Member – all Board Committees | | Mr. Nolan served as President and Chief Executive Officer of Kennametal Inc., a global industrial technology leader, present in over 60 countries, manufacturing tooling and wear-resistant solutions for customers in the aerospace, energy, and transportation industries from 2014 to 2016. Previously, Mr. Nolan was President of the Materials Group for Avery Dennison Corporation from 2008 to 2014, a global leader in packaging solutions. Prior to joining Avery Dennison Corporation, he served on the executive team at Valspar, a global leader in paint and coatings, as Senior Vice President, leading the Global Packaging and Refinish Coatings businesses. Before joining Valspar, he held leadership positions of increasing responsibility with Loctite, General Electric and Ashland Chemical. Mr. Nolan is also active in private equity, serving on several private company boards. | | | | Skills & Qualifications: | | | | •Executive Leadership •Business Operations •Strategy Development and Execution •Marketing and Sales | •Financial Management •International Business •Mergers and Acquisitions •Enterprise Risk Management •Leadership Development | •Corporate Governance •Executive Compensation •Public and Private Company Board Experience |

  4. Proposal 1: Election of Directors

    | Class I Director Nominee – Term Expiring in 2026 (Continued) | | | | | | Patricia K. Wagner Age: 60 Director since: 2016 Independent | Apogee Committees: •Compensation, Chair •Nominating and Corporate Governance | Public Directorships: •California Water Services Group (2019 – Present) •Primoris Services Corporation (2020 – Present) •Southern California Gas Company (2017 - 2019) | | Ms. Wagner retired from Sempra Energy, a Fortune 500 energy services holding company, in 2019, after 24 years of service with Sempra Energy Companies. She served as Group President of U.S. Utilities, overseeing San Diego Gas & Electric, Southern California Gas Company (“SoCalGas”) and Sempra Energy’s investment in Oncor Electric Delivery Company LLC, from 2018 to 2019. She has served in several leadership positions for the Sempra Energy family of companies, including Chief Executive Officer of SoCalGas from 2017 to 2018; Executive Vice President of Sempra Energy in 2016; President and Chief Executive Officer of Sempra U.S. Gas & Power from 2014 to 2016; and other leadership positions for the Sempra Energy family of companies from 1995 to 2014. Prior to joining Sempra Energy, Ms. Wagner held management positions at Fluor Daniel, an engineering, procurement, construction and maintenance services company. Earlier in her career, Ms. Wagner held positions at McGaw Laboratories and Allergan Pharmaceuticals. | | | | | Skills & Qualifications: | | | | | •Executive Leadership •Business Operations •Financial Management •Accounting and Audit •Strategy Development and Execution | •Energy Industry •Enterprise Risk Management •Information Technology, including Cybersecurity •Mergers and Acquisitions •Regulatory Compliance | •Leadership Development •Executive Compensation •Corporate Governance •Public Company Board Experience | |

  5. Proposal 1: Election of Directors

    | Class II Directors – Terms Expiring in 2024 | | | | | | Christina M. Alvord Age: 56 Director since: 2020 Independent | Apogee Committees: •Audit •Nominating and Corporate Governance | Public Directorships: •Albany International Corp. (2022 – Present) •Piedmont Lithium (2022 – Present) | | Ms. Alvord served as President, Central Division of Vulcan Materials Company, a producer of construction aggregates and aggregates-based construction materials and member of the S&P 500 Index from 2019 until 2021. She joined Vulcan in 2016 and served as President of the Southern & Gulf Coast Division from 2017 to 2019 and Vice President, Performance Management from 2016 to 2017. Ms. Alvord held various executive management positions with GE Aviation, including General Manager of Engine Component Repair from 2012 to 2015 and General Manager of Turbine Airfoils Center of Excellence from 2010 to 2012; Government Relations Executive from 2009 to 2010; President of GE Aviation-Unison Industries from 2005 to 2009; and President of GE Aviation-Middle River Aircraft Systems from 2003 to 2005. Earlier in her career, Ms. Alvord held management positions in the GE Corporation Initiatives Group and McKinsey Company, Inc. | | | | | Skills & Qualifications: | | | | | •Executive Leadership •Manufacturing Operations •Business Operations | •Mergers and Acquisitions •Financial Management •Enterprise Risk Management •Construction Industry | •Strategy Development and Execution •Leadership Development | |

  6. Proposal 1: Election of Directors

    | Class II Directors – Terms Expiring in 2024 (continued) | | | | | | Herbert K. Parker Age: 65 Director since: 2018 Independent | Apogee Committees: •Nominating and Corporate Governance, Chair •Compensation | Public Directorships: •TriMas Corporation (2015 – Present) •nVent Electric PLC (2018 – Present) •American Axle & Manufacturing Holdings, Inc. (2018 – Present) | | Mr. Parker is the retired Executive Vice President - Operational Excellence of Harman International Industries, Inc., a worldwide leader in the development, manufacture, and marketing of high quality, high-fidelity audio products, lighting solutions, and electronic systems. He joined Harman International in June 2008 as Executive Vice President and Chief Financial Officer and served in that capacity to 2015. He served as Executive Vice President - Operational Excellence from 2015 to 2017. Prior to joining Harman International Industries, Inc., Mr. Parker served in various senior financial positions with ABB Ltd. (known as ABB Group), a global power and technology company, from 1980 to 2006, including as the Chief Financial Officer of the Global Automation Division from 2002 to 2005 and the Americas Region from 2006 to 2008. | | | | | Skills & Qualifications: | | | | | •Executive Leadership •Accounting and Audit •Financial and Asset Management •Mergers and Acquisitions •Investor Relations | •Property and Asset Acquisition and Management •Operations •Enterprise Risk Management •Leadership Development | •Sarbanes-Oxley Compliance •International Business •Corporate Governance •Public Company Board Experience | |

  7. Proposal 1: Election of Directors

    | | Ty R. Silberhorn Age: 55 Director since: 2021 Not Independent Chief Executive Officer and President | Apogee Committees: •N/A | | Mr. Silberhorn has served as our Chief Executive Officer and President since January 2021. Prior to joining our Company, he served for over twenty years in various roles for 3M, a diversified global manufacturer and technology company, most recently as Senior Vice President of 3M’s Transformation, Technology and Services from 2019 to 2020. Prior to this position, and since 2001, he held several 3M global business unit leadership roles, serving as Vice President and General Manager for divisions within Safety & Industrial, Transportation & Electronics, and Consumer business groups. | | | | Skills & Qualifications: | | | | •Executive Leadership and Talent Management •Financial Management •Business Operations | •Strategy Development and Execution •Building Products Industry •Portfolio Management | •Capital Allocation •Global Operations •Enterprise Risk Management |

  8. Proposal 1: Election of Directors

    | Class III Directors – Terms Expiring in 2025 | | | | | | Frank G. Heard Age: 64 Director since: 2020 Independent Audit Committee Financial Expert | Apogee Committees: •Audit •Nominating and Corporate Governance | Public Directorships: •Gibraltar Industries, Inc. (2015 – 2020) | | Mr. Heard served as Chief Executive Officer of Gibraltar Industries, Inc., a leading manufacturer and distributor of building products for the renewable energy, conservation, residential, industrial and infrastructure markets, from 2015 to 2019. He served as a director at Gibraltar Industries from 2015 to 2020, including as Vice Chair of the Board from 2019 to 2020. Prior to joining Gibraltar Industries in 2014 as President and Chief Operating Officer, he served as President of the Building Components Group, a division of Illinois Tool Works, Inc., from 2008 to 2013 and in various executive management roles for Illinois Tool Works from 1990 to 2008. | | | | | Skills & Qualifications: | | | | | •Executive Leadership and Talent Management •Investor Relations •Public Company Board Experience •Financial Management | •Business Operations •Strategy Development and Execution •Building Products Industry •Portfolio Management | •Global Operations •Capital Allocation •Enterprise Risk Management | |

  9. Proposal 1: Election of Directors

    | | Elizabeth M. Lilly Age: 60 Director since: 2020 Independent | Apogee Committees: •Audit •Compensation | | Ms. Lilly has served as Chief Investment Officer and Executive Vice President for The Pohlad Companies, a privately-owned business based in Minneapolis, Minnesota that holds a diverse group of businesses and business interests, since 2018. She oversees the public and private investments for the Pohlad family and provides leadership and management of the investment team of The Pohlad Companies. Ms. Lilly has over 30 years in portfolio and investment management experience. She founded Crocus Hill Partners, a small capitalization portfolio firm, in 2017 and served as its President from 2017 to 2018. She served as Senior Vice President and Portfolio Manager for Gabelli Asset Management from 2002 to 2017. She was a co-founder of Woodland Partners, LLC in 1997 and served as Managing Director from 1997 to 2002, when the firm was acquired by Gabelli Asset Management. Earlier in her career, Ms. Lilly served in various portfolio management and analyst positions for First Asset Management, Fund American Companies and Goldman, Sachs and Company. | | | | Skills & Qualifications: | | | | •Executive Leadership •Financial Management •Portfolio Management | •Asset Management •Leadership Development | •Financial Markets •Capital Allocations |

  10. Proposal 1: Election of Directors

    | Class III Directors – Terms Expiring in 2025 (continued) | | | | | Mark A. Pompa Age: 58 Director since: 2018 Independent Audit Committee Financial Expert | Apogee Committees: •Audit •Compensation | | Mr. Pompa has served as the Executive Vice President and Chief Financial Officer of EMCOR Group, Inc., a Fortune 500 leader in electrical and mechanical construction services, industrial and energy infrastructure and building services, since 2006. Previously, he was Senior Vice President and Chief Accounting Officer of EMCOR from 2003 to 2006 and Treasurer from 2003 to 2007. He joined EMCOR in 1994, serving as Vice President and Controller until 2003. Prior to joining EMCOR, Mr. Pompa was an Audit and Business Advisory Manager at Arthur Andersen LLP. | | | | Skills & Qualifications: | | | | •Executive Leadership •Financial Management •Accounting and Audit •Non-residential Construction Industry | •Business Operations •Mergers and Acquisitions •Investor Relations •Strategy Development and Execution | •Enterprise Risk Management •Leadership Development •Executive Compensation |

  11. Procedure for Evaluating Director Nominees

    Procedure for Evaluating Director Nominees Our Nominating and Corporate Governance Committee’s procedure for reviewing the qualifications of all nominees for membership on our Board of Directors includes making a preliminary assessment of each proposed nominee, based upon resume and biographical information, willingness to serve and other background information, business experience and leadership skills. Our Board believes that its membership should reflect a diversity of experience, skills, geography, gender, race and ethnicity, and invites directors to annually self-identify certain diversity characteristics that may inform their perspectives and contributions to the Board. The Committee considers each of these factors when evaluating our Board composition, and it considers these factors on an ongoing basis as it identifies and evaluates director candidates. All director candidates who continue in the process are then interviewed by members of our Nominating and Corporate Governance Committee and other current directors. Our Nominating and Corporate Governance Committee makes recommendations to our Board of Directors for inclusion in the slate of director nominees at a meeting of shareholders, or for appointment by our Board of Directors to fill a vacancy. Prior to recommending a director to stand for re-election for another term, our Nominating and Corporate Governance Committee applies its director candidate selection criteria, including a director’s past contributions to our Board of Directors, effectiveness as a director and desire to continue to serve as a director.

  12. Non-Employee Director Compensation

    Non-Employee Director Compensation

  13. Non-Employee Director Compensation Arrangements During Fiscal 2023

    Non-Employee Director Compensation Arrangements During Fiscal 2023 We structure director compensation to attract and retain qualified non-employee directors and to further align the interests of directors with the interests of our shareholders. Our Board of Directors approves the compensation for members of our Board of Directors and Committees based on the recommendations of our Nominating and Corporate Governance Committee. We target compensation for service on our Board of Directors and Committees generally at the 50th percentile for board service at companies in our peer group of companies, using the same peer group used for executive compensation purposes. Generally, our Nominating and Corporate Governance Committee reviews and discusses the compensation data and analysis provided by management with reference to a third-party compensation database. Our Chief Executive Officer participates in the discussions on compensation for members of our Board of Directors. Directors who are employees receive no additional compensation for serving on our Board of Directors. The following table describes the compensation arrangements with our non-employee directors as of the end of fiscal 2023.

  14. Non-Employee Director Compensation Arrangements During Fiscal 2023

    | Compensation | Fiscal 2023 | | Annual Cash Retainers: | | | Independent Chair of the Board | $135,000 | | Board Member | 65,000 | | Audit Committee Chair | 30,000 | | Audit Committee Member | 15,000 | | Compensation Committee Chair | 25,000 | | Compensation Committee Member | 10,000 | | Nominating and Corporate Governance Committee Chair | 25,000 | | Nominating and Corporate Governance Committee Member | 10,000 | | Annual Equity Grant Board of Directors Chair | 135,000(1) | | Annual Equity Grant | 105,000(1) | | Charitable Matching Contributions Program | $2,000 maximum aggregate annual match |

  15. Non-Employee Director Compensation Arrangements During Fiscal 2023

    _________________ (1)On June 22, 2022, we granted a restricted stock award of 3,565 shares to Mr. Nolan, having a value of approximately $135,000 on the date of grant, 2,773 shares to each other non-employee director having a value of approximately $105,000 on the date of grant. The awards vest over three years in equal annual installments on the anniversaries of the grant date. See “Fiscal 2023 Non-Employee Director Compensation Table” beginning on page 31 for additional details.

  16. Fiscal 2023 Non-Employee Director Compensation Table

    Fiscal 2023 Non-Employee Director Compensation Table The following table shows the compensation paid to our non-employee directors for fiscal 2023.

  17. Fiscal 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Christina M. Alvord | 90,000 | 105,014 | 7,173 | 202,187 | | Frank G. Heard | 90,000 | 105,014 | 0 | 195,014 | | Lloyd E. Johnson | 95,000 | 105,014 | 16,021 | 216,035 | | Elizabeth M. Lilly | 88,333 | 105,014 | 6,163 | 199,510 | | Donald A. Nolan | 135,000 | 135,007 | 27,851 | 297,858 | | Herbert K. Parker | 100,000 | 105,014 | 7,790 | 212,804 | | Mark A. Pompa | 90,000 | 105,014 | 22,227 | 217,241 | | Patricia K. Wagner | 96,667 | 105,014 | 5,579 | 207,260 |

  18. Fiscal 2023 Non-Employee Director Compensation Table

    ___________________________ (1)Includes cash retainers, including any retainers deferred by non-employee directors under our 2021 Deferred Compensation Plan for Non-Employee Directors. During fiscal 2023, Messrs. Nolan and Pompa were our only non-employee directors to defer all or a portion of their annual cash retainer pursuant to our 2021 Deferred Compensation Plan for Non-Employee Directors. (2)The amounts in this column are calculated based on the fair market value of our common stock on the date the award was made in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). On June 22, 2022, Mr. Nolan and each of our non-employee directors received a restricted stock award or restricted stock unit award or, if a director elected to defer receipt of all or a portion of their restricted stock award, a deferred restricted stock unit award, of 3,565 shares in the case of Mr. Nolan, and 2,773 shares to all other non-employee directors. The closing price of our common stock on the Nasdaq Global Select Market on June 22, 2022, the date of grant, was $37.87. The table below sets forth certain information with respect to the aggregate number of shares of unvested restricted stock, restricted stock units, and deferred restricted stock units, including shares from dividends credited to the account, held by our non-employee directors as of February 25, 2023, the last day of fiscal 2023.

  19. Fiscal 2023 Non-Employee Director Compensation Table

    | Name | Aggregate Number of Shares of Restricted Stock (#) | Aggregate Number of Deferred Restricted Stock Units (#) | Aggregate Number of Restricted Stock Units (#) | | Christina M. Alvord | 3,454 | 2,802 | 0 | | Frank G. Heard | 0 | 0 | 6,227 | | Lloyd E. Johnson | 0 | 16,377 | 0 | | Elizabeth M. Lilly | 6,227 | 0 | 0 | | Donald A. Nolan | 1,814 | 30,005 | 0 | | Herbert K. Parker | 6,227 | 0 | 0 | | Mark A. Pompa | 0 | 25,565 | 0 | | Patricia K. Wagner | 6,227 | 0 | 0 |

  20. Fiscal 2023 Non-Employee Director Compensation Table

    (3)This column includes dividends and dividend equivalents paid or accrued on shares of restricted stock and deferred restricted stock unit awards issued pursuant to our 2009 Director Stock Plan; dividends and dividend equivalents accrued on shares of restricted stock, restricted stock units and deferred restricted stock units, issued pursuant to our 2019 Director Stock Plan; dividend equivalents paid on phantom stock units issued pursuant to our Deferred Compensation Plan for Non-Employee Directors; and matching contributions pursuant to our Charitable Matching Contributions Program for Non-Employee Directors. The table below sets forth the amounts contributed or paid by the Company for our non-employee directors pursuant to such plans with respect to fiscal 2023.

  21. Fiscal 2023 Non-Employee Director Compensation Table

    | Name | Dividends Paid or Accrued on Shares of Restricted Stock ($) | Dividend Equivalents Paid or Accrued on Deferred Restricted Stock Units ($) | Dividend Equivalents Paid on Phantom Stock Units ($) | Matching Contributions under our Charitable Matching Contributions Program for Non- Employee Directors ($) | Total All Other Compen- sation ($) | | Christina M. Alvord | 3,777 | 1,896 | — | 1,500 | 7,173 | | Frank G. Heard | — | — | — | — | — | | Lloyd E. Johnson | — | 14,021 | — | 2,000 | 16,021 | | Elizabeth M. Lilly | 5,663 | — | — | 500 | 6,163 | | Donald A. Nolan | 1,832 | 17,168 | 8,851 | — | 27,851 | | Herbert K. Parker | 5,790 | — | — | 2,000 | 7,790 | | Mark A. Pompa | — | 13,824 | 8,403 | — | 22,227 | | Patricia K. Wagner | 5,790 | — | — | — | 5,790 |

  22. Use of Non-GAAP Financial Measures

    Our Executive Compensation Program. Total compensation for our executive officers includes a mix of short-term and long-term incentive compensation, and fixed and performance-based compensation. The charts below illustrate the fiscal 2023 target mix of short-term and long-term incentives, and fixed and performance-based compensation, for Mr. Silberhorn and our Other Named Executive Officers. This information is used by the Committee as a guideline in making compensation awards for our Named Executive Officers.

  23. Use of Non-GAAP Financial Measures

    | Short Term 44% | 22% | Salary | | | 22% | Annual Cash Incentive at Target | | Long Term 56% | 22% | Restricted Stock Award | | | 34% | Performance Awards |

  24. Use of Non-GAAP Financial Measures

    | Short Term 56% | 34% | Base Salary | | | 22% | Annual Cash Incentive at Target | | Long Term 44% | 22% | Restricted Stock Award | | | 22% | Performance Awards |

  25. Overview of Primary Compensation Elements

    | Compensation Element | Objective | How Determined | Market Positioning(1) | How Impacted by Performance | | Base Salary and Benefits | Attract and retain executive officers through competitive pay and benefit programs. | Individual performance, experience, tenure, competitive market data and trends, internal equity and executive potential. | Targeted to be around the 50th percentile of base salary and benefits for comparable roles at peers. | Adjusted based on factors including individual performance. | | Annual Cash Incentive Compensation (Short-Term Incentive) | Create an incentive for the achievement of pre-defined annual Company financial performance results. | A percentage of base salary based on competitive market data and trends, and internal equity. For actual bonus payouts – performance against pre-established criteria in our annual cash incentive plan. | Targeted to be slightly below the 50th percentile for total cash compensation. | Payout dependent on achievement of one-year Company financial performance goals. | | Long-Term Incentive Compensation(2) •Restricted Stock (50%); and •Performance Awards (50%) | Align the interests of executives with shareholders and focus executives on achieving long-term sustained performance, entrepreneurship and delivery of quality products and services, while creating appropriate retention incentives through the use of multi-year vesting schedules. | Individual performance, company performance, market data and trends, internal equity and executive potential. New hire, promotion and special awards. Internal equity and market data and trends. | Targeted generally to be at or slightly above the 50th percentile for target performance. | Performance that increases our stock price increases the value of the restricted stock awards and the stock settled portion of the performance awards. |

  26. Overview of Primary Compensation Elements

    ___________________________ (1)Actual pay levels may be above or below the targeted level depending on actual performance. (2)In fiscal 2023, Mr. Silberhorn’s long-term incentive awards consisted of 40% time-based restricted stock and 60% as a performance award.

  27. Compensation Process

    Compensation Process Our compensation program is evaluated annually taking into consideration changes to our business strategy and annual operating plan, the economy and our competitive marketplace, a robust strategic goal setting process, and evolving executive compensation practices. During the first quarter of each fiscal year, the performance of each of our Named Executive Officers is evaluated based on a subjective assessment of (i) their executive leadership; (ii) enterprise competencies; and (iii) achievement of agreed-upon individual business objectives for the just-completed fiscal year. The annual performance evaluation of our Chief Executive Officer is administered by our Nominating and Corporate Governance Committee, with all non-employee directors participating in the performance evaluation, and the results of the Chief Executive Officer’s annual performance evaluation is reviewed by the Committee and our full Board. Our Chief Executive Officer conducts or participates in the annual performance evaluation of our Other Named Executive Officers and reviews the results with members of the Committee. In establishing the elements and levels of compensation for a fiscal year, the Committee considers the annual performance evaluations of our Named Executive Officers and reviews its compensation consultant’s independent analyses of compensation based on comparable positions, using both published survey sources and company peer group data to determine our competitive positioning relative to the market. Our Chief Executive Officer makes recommendations to the Committee on compensation for our Other Named Executive Officers, but does not participate in the determination of his own compensation. Though Mr. Augdahl does not participate in the executive compensation program, our Chief Executive Officer recommended, and the Committee reviewed and approved, the cash bonus and restricted stock award granted to him in consideration for his service as Interim Chief Financial Officer. The Committee continuously monitors our compensation programs and annually reviews a compensation “tally sheet,” which lists total direct compensation (base salary, annual cash incentive compensation, and long-term incentive awards), perquisites, other elements of executive compensation, broad-based employee benefits and wealth accumulation through our Company equity and retirement plans for our Named Executive Officers; however, the compensation tally sheets are not used to make actual pay decisions. The Committee assesses historical pay and performance to ensure continued alignment of our compensation programs.

  28. Consulting Assistance, Peer Group and Competitive Market

    Consulting Assistance, Peer Group and Competitive Market Compensation Consultant Independence. The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice regarding compensation levels for our executive officers and related matters. The Committee retained the services of Willis Tower Watson (“WTW”) for fiscal 2023. The compensation consultant reports directly to the Committee, and the Committee can replace the compensation consultant or hire additional consultants at any time. During fiscal 2023, WTW attended each Committee meeting in person or by video conference, including executive sessions as requested, and consulted with the Chair of the Committee between meetings. As required under the Dodd-Frank Act, the Committee has analyzed whether the work of WTW, as its compensation consultant, raises any conflict of interest, taking into consideration the following factors under the Nasdaq listing rules: (i) WTW does not provide any other services to our Company, except that WTW provided brokerage services for the Company’s property insurance and surety bonds in exchange for fees less than $120,000 in fiscal 2023; (ii) the amount of fees from our Company paid to WTW is less than 1% of WTW’s total revenue; (iii) WTW’s policies and procedures are designed to ensure independence; (iv) neither WTW, nor any member of its consulting team, has any business or personal relationship with any executive officer of our Company, and no member of their consulting team has any business or personal relationship with any member of the Committee; and (v) neither WTW, nor any member of its consulting team, owns any stock of our Company. The Committee has determined, based on its analysis of the above factors, that WTW is independent of our Company and the work of WTW (and the individual compensation advisors employed by WTW) as compensation consultants to the Committee, and the additional services provided by WTW, have not created a conflict of interest. The Committee will continue to annually monitor the independence of its compensation consultant. Peer Group. The selection criteria identified for determining and reviewing our Company’s peer group generally include: •Companies with revenue within a similar range (0.33 to 3.0 multiple). •Companies with market capitalization within a similar range (0.33 to 3.0 multiple). •Companies with market capitalization to revenue ratio of 0.5 or greater. •Companies in the same or similar industries. •Companies with business model similarity, which may include the following: –Coatings for special purposes (e.g., protective, UV, etc.); –Construction materials, primarily for commercial or industrial applications; –Specialized/customized product lines; –Heavy-duty manufacturing operations and project-directed manufacturing; and –Project-based businesses. •Companies in the same geographic location (to a lesser degree). •Companies included in the prior-year peer group, to help ensure year-over-year consistency (where appropriate). Based on the foregoing selection criteria, Aegion Corporation and BMC Stock Holdings, Inc. were replaced by Armstrong World Industries, Inc. and PGT Innovations, Inc. for fiscal 2023. The following 15 firms served as the Company’s peer group for fiscal 2023.

  29. Consulting Assistance, Peer Group and Competitive Market

    | •American Woodmark Corporation | •H.B. Fuller Company | | •Armstrong World Industries, Inc. | •LCI Industries | | •AZZ Inc. | •Masonite International Corporation | | •Eagle Materials Inc. | •PGT Innovations, Inc. | | •EnPro Industries, Inc. | •Quaker Chemical Corporation | | •Gibraltar Industries, Inc. | •Quanex Building Products Corporation | | •Graco Inc. | •Tennant Company | | •Griffon Corporation | |

  30. Consulting Assistance, Peer Group and Competitive Market

    Competitive Market. The Committee relies on its independent compensation consultant to help define the appropriate competitive market using a combination of the peer group companies and compensation surveys that contain market compensation information for similarly-sized organizations. The information on the competitive market is used by the Committee: •As an input in designing our compensation plans and philosophy; •As an input in assessing and developing base salary adjustments, annual cash incentive targets and long-term incentive ranges; •To benchmark the form and mix of long-term incentive awards; •To assess the competitiveness of total direct compensation awarded to our Named Executive Officers and certain of our other executives; and •To benchmark dilution and overhang levels (dilutive impact on our shareholders of equity compensation) and annual burn rate (the aggregate shares awarded as a percentage of total outstanding shares).

  31. Fiscal 2023 Individual Compensation Actions

    Annual Cash Incentive Compensation. Annual cash incentive awards create an incentive for achievement of annual financial performance results. These results are measured against objective financial goals set forth in the annual operating plan approved by our Board of Directors. The awards may be earned below or above target based on the achievement of one or more additional predetermined, objective performance goals based on the annual operating plan approved by our Board of Directors. At least one of the predetermined, objective performance goals must be met at the threshold level in order for any annual cash incentive to be paid to an executive. In addition, if our Company is not profitable, no annual cash incentives will be paid even if the other goals are at or above threshold. Generally, if actual results are below threshold performance level for all performance goals or the Company is not profitable, the payout will be zero. If the threshold performance level for one or more, but not all, performance goals is achieved, less than 50% of the target award will be earned based on the weighting allocated to that specific performance goal. If the threshold performance level for all performance goals is achieved, 50% of the target award will be earned; if target performance level for all performance goals is achieved, 100% of the target award will be earned; and if maximum performance level for all performance goals is achieved, 200% of the target award will be earned. For any performance between these levels, awards will be interpolated. Mr. Augdahl, who does not participate in the executive compensation program, has two predetermined, objective performance goals and one goal based on achievement of personal goals. The Architectural Glass ("Glass") segment Adjusted EBIT performance goal must be met at the threshold level for the Glass Net Sales performance goal to be eligible to be earned. If maximum performance level for all goals is achieved, Mr. Augdahl will earn 150% of the target award. Fiscal 2023 Annual Cash Incentive Payouts. The tables below set forth certain information with respect to the fiscal 2023 annual cash incentive award payout ranges as a percentage of the fiscal 2023 salary for our Named Executive Officers.

  32. Fiscal 2023 Individual Compensation Actions

    | Fiscal 2023 Annual Cash Incentive Compensation Ranges | | | | | Name | Threshold Payout as a Percentage of Fiscal 2023 Salary (%)(1) | Target Payout as a Percentage of Fiscal 2023 Salary (%)(2) | Maximum Payout as a Percentage of Fiscal 2023 Salary (%)(3) | | Ty R. Silberhorn | 12.50 | 100 | 200 | | Mark R. Augdahl | 9.38 | 50 | 75 | | Curtis J. Dobler | 7.50 | 60 | 120 | | Brent C. Jewell | 7.50 | 60 | 120 | | Nick C. Longman | 7.50 | 60 | 120 | | Nisheet Gupta | 9.38 | 75 | 150 |

  33. Fiscal 2023 Individual Compensation Actions

    (1)Assumes threshold performance level is achieved for only the performance goal with the lowest weighting and is not achieved for any other performance goals. If actual results are below threshold performance level for all performance goals or the Company is not profitable, the payout will be zero. (2)Assumes target performance level is achieved for all performance goals. (3)Assumes maximum performance level is achieved or exceeded for all performance goals. The following table outlines the performance goals, weighting and performance levels and actual performance achievement for the fiscal 2023 performance cycle for all Named Executive Officers except for Messrs. Augdahl, Jewell and Longman whose goals for serving as segment leaders are shown in the tables below this one. Because of Mr. Gupta's departure from the Company on August 1, 2022, he received no payout of the annual cash incentive.

  34. Fiscal 2023 Individual Compensation Actions

    | Fiscal 2023 Annual Cash Incentive Performance Levels and Actual Performance – Messrs. Silberhorn and Dobler | | | | | | | | Performance Goal | Weighting (%) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Performance ($ in millions) | Percentage Performance Achieved (%) | | Apogee Net Sales | 25 | 1,300.000 | 1,380.840 | 1,450.000 | 1,440.696 | 186.55 | | Apogee Adjusted EBIT | 75 | 84.000 | 106.448 | 123.000 | 124.281 | 200.00 |

  35. Fiscal 2023 Individual Compensation Actions

    | Fiscal 2023 Annual Cash Incentive Performance Levels and Actual Performance – Mr. Augdahl | | | | | | | | Performance Goal | Weighting (%) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Performance ($ in millions) | Percentage Performance Achieved (%) | | Glass Net Sales | 12.5 | 298.000 | 313.900 | 330.000 | 316.554 | 108.24 | | Glass Adjusted EBIT | 37.5 | 12.900 | 16.200 | 19.100 | 28.562 | 150.00 | | Personal Goals | 50.0 | — | — | — | — | 139.56 |

  36. Fiscal 2023 Individual Compensation Actions

    | Fiscal 2023 Annual Cash Incentive Performance Levels and Actual Performance – Mr. Jewell | | | | | | | | Performance Goal | Weighting (%) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Performance ($ in millions) | Percentage Performance Achieved (%) | | Apogee Adjusted EBIT | 25 | 84.000 | 106.448 | 123.000 | 124.281 | 200.00 | | AFS Net Sales | 25 | 560.000 | 593.981 | 625.000 | 649.778 | 200.00 | | AFS Adjusted EBIT | 50 | 42.000 | 51.436 | 61.000 | 81.875 | 200.00 |

  37. Fiscal 2023 Individual Compensation Actions

    | Fiscal 2023 Annual Cash Incentive Performance Levels and Actual Performance – Mr. Longman | | | | | | | | Performance Goal | Weighting (%) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Performance ($ in millions) | Percentage Performance Achieved (%) | | Apogee Adjusted EBIT | 25 | 84.000 | 106.448 | 123.000 | 124.281 | 200.00 | | Glass Net Sales | 25 | 298.000 | 313.900 | 330.000 | 316.554 | 116.49 | | Glass Adjusted EBIT | 50 | 12.900 | 16.200 | 19.100 | 28.562 | 200.00 |

  38. Fiscal 2023 Individual Compensation Actions

    | | Fiscal 2023 Annual Cash Incentive Payouts | | | | | | | | | Performance Goals | | Target Payout Opportunity | | Actual Payout | | | | Name | Metric | Weighting (%) | Percent of Fiscal 2023 Salary (%) | Amount ($) | Percent of Target (%) | Formula Payout Amount ($) | Percent of Fiscal 2023 Salary (%) | | Ty R. Silberhorn | Apogee Net Sales | 25.0 | 25.00 | 210,000 | 186.55 | 391,776 | 46.64 | | | Apogee Adjusted EBIT | 75.0 | 75.00 | 630,000 | 200.00 | 1,260,000 | 150.00 | | | | 100.0 | 100.00 | 840,000 | 196.64 | 1,651,776 | 196.64 | | Mark R. Augdahl | Glass Net Sales | 12.5 | 6.22 | 17,327 | 108.24 | 18,755 | 6.73 | | | Glass Adjusted EBIT | 37.5 | 18.66 | 51,981 | 150.00 | 77,972 | 28.00 | | | Personal Goals | 50.0 | 24.89 | 69,308 | 139.56 | 96,726 | 34.73 | | | | 100.0 | 49.77 | 138,616 | 139.56 | 193,453 | 69.46 | | Curtis J. Dobler | Apogee Net Sales | 25.0 | 15.00 | 60,450 | 186.55 | 112,776 | 27.98 | | | Apogee Adjusted EBIT | 75.0 | 45.00 | 181,350 | 200.00 | 362,700 | 90.00 | | | | 100.0 | 60.00 | 241,800 | 196.64 | 475,476 | 117.98 | | Brent C. Jewell | Apogee Adjusted EBIT | 25.0 | 15.00 | 63,900 | 200.00 | 127,800 | 30.00 | | | AFS Net Sales | 25.0 | 15.00 | 63,900 | 200.00 | 127,800 | 30.00 | | | AFS Adjusted EBIT | 50.0 | 30.00 | 127,800 | 200.00 | 255,600 | 60.00 | | | | 100.0 | 60.00 | 255,600 | 200.00 | 511,200 | 120.00 | | Nick C. Longman | Apogee Adjusted EBIT | 25.0 | 15.00 | 64,050 | 200.00 | 128,100 | 30.00 | | | Glass Net Sales | 25.0 | 15.00 | 64,050 | 116.49 | 74,605 | 17.47 | | | Glass Adjusted EBIT | 50.0 | 30.00 | 128,100 | 200.00 | 256,200 | 60.00 | | | | 100.0 | 60.00 | 256,200 | 179.12 | 458,905 | 107.47 | | Nisheet Gupta | Apogee Net Sales | 25.0 | 18.75 | 99,938 | — | — | — | | | Apogee Adjusted EBIT | 75.0 | 56.25 | 299,812 | — | — | — | | | | 100.0 | 75.00 | 399,750 | — | — | — |

  39. Fiscal 2023 Individual Compensation Actions

    Adjusted EBIT is a non-GAAP measure which is further defined on page 85, and reconciled to GAAP operating income in Appendix A to this Proxy Statement. Long-Term Incentive Compensation. Our long-term incentive program is designed to align the interests of executives with shareholders and to focus executives on the achievement of long-term sustained performance, entrepreneurship, and delivery of quality products and services, while creating appropriate retention incentives through the use of multi-year vesting schedules. In fiscal 2023, our long-term incentive program for our Named Executive Officers (other than Messrs. Silberhorn and Augdahl) was comprised of 50% time-based restricted stock awards and 50% performance awards with a three-year performance period, each described in more detail below. Mr. Silberhorn’s long-term incentive award in fiscal 2023 consisted of 40% time-based restricted stock and 60% as a performance award. Because Mr. Augdahl does not participate in the executive compensation program, the terms of his long-term incentive award in fiscal 2023 were consistent with the compensation program for his Vice President, Finance position held before becoming Interim Chief Financial Officer and consisted of time-based restricted stock with a grant date fair value of $54,075. In consideration for his service as Interim Chief Financial Officer for the period from August 1, 2022 through April 27, 2023, Mr. Augdahl received an additional time-based restricted stock award with a grant date fair value of $150,020 after the end of fiscal 2023. The award was granted under the 2019 Stock Incentive Plan and vests over three years in equal annual installments on the anniversaries of the grant date. Restricted Stock Awards. Each year, the Committee approves a restricted stock award for each executive with a preliminary target fixed dollar value based on a percentage of base salary, after reviewing long-term incentives for comparable roles at peer companies, based on data provided by the independent compensation consultant. For our Chief Executive Officer, the Committee determines the award’s value after considering the results of our Chief Executive Officer’s most recent annual performance evaluation. For our Other Named Executive Officers, our Chief Executive Officer recommends to the Committee increases or decreases in the award’s value based on the executive’s contributions to the Company’s performance, future leadership potential, and subjective evaluation of their individual performance for the just completed fiscal year. Restricted stock awards are granted under the 2019 Stock Incentive Plan, and they generally vest in three equal annual installments commencing on April 30 of the year following the date of the award. Upon issuance of the restricted stock, each holder is entitled to the rights of a shareholder, including the right to vote the shares of restricted stock. Restricted stock awards issued pursuant to the 2019 Stock Incentive Plan accrue dividends and other distributions during the vesting period, which will be paid only if the restricted stock vests. The following table summarizes the restricted stock awards granted to each of the Named Executive Officers in fiscal 2023.

  40. Fiscal 2023 Individual Compensation Actions

    | Fiscal 2023 Restricted Stock Awards | | | | | | Name | Restricted Stock Awarded (#) | Value of Award ($)(1) | Percentage of Fiscal 2023 Salary (%) | Grant Price ($)(2) | | Ty R. Silberhorn | 17,540 | 839,991 | 100.00 | 47.89 | | Mark R. Augdahl | 1,173 | 54,075 | 19.42 | 46.10 | | Curtis J. Dobler | 5,172 | 253,893 | 63.00 | 49.09 | | Brent C. Jewell | 4,686 | 230,036 | 54.00 | 49.09 | | Nick C. Longman | 5,480 | 269,013 | 63.00 | 49.09 | | Nisheet Gupta(3) | 8,143 | 399,740 | 75.00 | 49.09 |

  41. Fiscal 2023 Individual Compensation Actions

    ___________________________ (1)The value of the award was calculated by multiplying the number of shares of restricted stock awarded by the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. The awards were made on April 20, 2022 for Messrs. Dobler, Jewell, Longman and Gupta; April 21, 2022 for Mr. Silberhorn; and April 22, 2022 for Mr. Augdahl. (2)The closing price of our common stock on the Nasdaq Global Select Market on the date of grant. (3)Because of Mr. Gupta's August 1, 2022 departure, his fiscal 2023 restricted stock award was forfeited in its entirety. Performance Awards. During fiscal 2022, our Compensation Committee adopted a new long-term incentive plan for our executive officers, including Messrs. Silberhorn, Dobler, Jewell, Longman and Gupta, which includes performance awards with a three-year performance period. The Compensation Committee intends to issue performance awards annually, with a new, overlapping three-year performance period beginning with each fiscal year’s award. The Compensation Committee adopted the three-year performance awards to replace the two-year end-to-end awards that the Company historically issued (other than in fiscal 2021, when the Compensation Committee awarded stock options because the Compensation Committee did not believe it could establish effective long-term financial performance goals due to the uncertainty created by the COVID-19 pandemic) to better align the Company’s long-term incentive plan with market practice and the Company’s strategic plan and financial performance goals. The Committee awarded performance awards with a three-year performance period of fiscal 2023 – 2025 on April 20, 2022 to Messrs. Dobler, Jewell, Longman and Gupta; and on April 21, 2022 to Mr. Silberhorn. All performance awards were granted under the 2019 Stock Incentive Plan. The performance metric for the awards is average ROIC over the three-year performance period, with a target average ROIC of 13.27%. The performance awards will settle 50% in cash and 50% in stock. The following table sets forth payout ranges as a percentage of salary at threshold, target and maximum performance with respect to our fiscal 2023 – 2025 performance awards.

  42. Fiscal 2023 Individual Compensation Actions

    | Fiscal 2023 – 2025 Performance Award Payout Ranges(1) | | | | | | | | | Threshold Payment(2) | | Target Payout(3) | | Maximum Payout(4) | | | Name | Award Amount ($) | As a Percentage of Fiscal 2023 Salary (%) | Award Amount ($) | As a Percentage of Fiscal 2023 Salary (%) | Award Amount ($) | As a Percentage of Fiscal 2023 Salary (%) | | Ty R. Silberhorn | 630,020 | 75.00 | 1,259,993 | 150.00 | 2,519,986 | 300.00 | | Mark R. Augdahl | — | — | — | — | — | — | | Curtis J. Dobler | 120,929 | 30.00 | 241,809 | 60.00 | 483,617 | 120.00 | | Brent C. Jewell | 127,815 | 30.00 | 255,581 | 60.00 | 511,163 | 120.00 | | Nick C. Longman | 128,112 | 30.00 | 256,176 | 60.00 | 512,352 | 120.00 | | Nisheet Gupta(5) | 199,885 | 37.50 | 399,769 | 75.00 | 799,539 | 150.00 |

  43. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation for fiscal 2023, 2022 and 2021 awarded to our Named Executive Officers.

  44. Summary Compensation Table

    | Summary Compensation Table | | | | | | | | | | | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compen-sation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compen-sation Earnings ($)(4) | All Other Compen- sation ($)(5) | Total ($) | | Ty R. Silberhorn | 2023 | 834,616 | — | 1,469,984 | — | 1,651,776 | — | 74,153 | 4,030,529 | | Chief Executive Officer and President | 2022 | 800,000 | 100,000(7) | 1,399,993 | — | 826,720 | — | 72,935 | 3,199,648 | | | 2021 | 123,077 | 200,000 | 1,399,997 | — | — | — | 36,239 | 1,759,313 | | Mark R. Augdahl(6) | 2023 | 277,391 | 250,000(8) | 54,075 | — | 193,453 | 2,230 | 12,981 | 790,130 | | Vice President, Finance Interim Chief Financial Officer | 2022 | — | — | — | — | — | | — | — | | | 2021 | — | — | — | — | — | | — | — | | Curtis J. Dobler | 2023 | 401,654 | — | 374,802 | — | 475,476 | — | 26,148 | 1,278,080 | | Executive Vice President, and Chief Human Resources Officer | 2022 | 391,923 | — | 377,298 | — | 243,676 | — | 20,260 | 1,033,157 | | | 2021 | 346,500 | 88,800 | 253,540 | 220,941 | 46,200 | — | 36,549 | 992,530 | | Brent C. Jewell | 2023 | 425,192 | — | 357,817 | — | 511,200 | — | 24,435 | 1,318,644 | | President Architectural Framing Systems segment | 2022 | 418,654 | — | 428,391 | — | 146,084 | — | 25,511 | 1,018,640 | | | 2021 | 369,000 | 151,201 | 362,200 | 235,470 | 73,799 | — | 32,214 | 1,223,884 | | Nick C. Longman(6) | 2023 | 423,365 | — | 397,089 | — | 458,905 | — | 19,248 | 1,298,607 | | President Architectural Glass Segment | 2022 | 370,289 | — | 382,504 | — | 372,083 | — | 21,574 | 1,146,450 | | Nisheet Gupta | 2023 | 225,800 | — | 599,634(9) | — | — | — | 8,992 | 834,426 | | Executive Vice President and Chief Financial Officer | 2022 | 518,654 | — | 624,017 | — | 403,026 | — | 32,269 | 1,577,966 | | | 2021 | 362,855 | 329,500 | 464,800 | 274,548 | 57,375 | — | 15,635 | 1,504,713 |

  45. Summary Compensation Table

    ___________________________ (1)The amounts shown in this column represent the grant date fair value of the restricted stock awards granted in fiscal 2023, 2022 and 2021. These amounts are calculated in accordance with FASB ASC Topic 718 based on the closing share price of our common stock on the date of grant. See Note 12, Share-Based Compensation, to our fiscal 2023 Audited Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 25, 2023, for assumptions made in the valuation. The amounts for fiscal 2023 also include the grant date fair value of the target payout amounts for the unit-based portion of the fiscal 2023 – 2025 performance awards as follows: Mr. Silberhorn, $629,993; Mr. Gupta, $199,894; Mr. Dobler, $120,909; Mr. Jewell, $127,781; and Mr. Longman, $128,076. The maximum payout amounts for the unit-based portion of the fiscal 2023 – 2025 performance awards are as follows: Mr. Silberhorn, $1,259,986; Mr. Gupta, $399,788; Mr. Dobler, $241,818; Mr. Jewell, $255,562; and Mr. Longman, $256,152. Further information regarding the fiscal 2023 awards is included in the “Fiscal 2023 Grants of Plan-Based Awards” table beginning on page 55 and “Outstanding Equity Awards at Fiscal 2023 Year-End” table on beginning on page 56. (2)The amounts shown in this column represent the grant date fair value of the option awards granted in fiscal 2021. These amounts are calculated in accordance with FASB ASC Topic 718 using the binomial lattice model and based on the assumptions set forth in Note 12, Share-Based Compensation, to our fiscal 2023 Audited Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 25, 2023. The stock options vest in equal installments on June 30, 2022 and June 30, 2023 and have a ten-year term. No stock option may be exercised for a gain of more than $12.66 per share (i.e., the difference between the exercise price ($23.04) per share and the maximum price ($35.70) per share may not exceed $12.66). (3)The amounts in this column represent the amounts earned pursuant to the formula established for the fiscal 2023 annual cash incentive awards. (4)The amount in this column represents “above-market” earnings on non-qualified deferred compensation during fiscal 2023 in excess of 2.58%, 120% of the applicable federal rate compounded annually. During fiscal 2023, the interest paid on amounts deferred for plan years beginning prior to January 1, 2010 pursuant to our Legacy Deferred Compensation Plan was 3.43%. (5)The following table shows each component of the “All Other Compensation” column for each of our Named Executive Officers for fiscal 2023.

  46. Summary Compensation Table

    | Name | Company Matching Contributions to Defined Contribution Plans ($)(a) | Dividends Paid or Accrued on Stock Awards ($)(b) | Total All Other Compensation ($) | | Ty R. Silberhorn | 7,357 | 66,796 | 74,153 | | Mark R. Augdahl | 9,938 | 3,043 | 12,981 | | Curtis J. Dobler | 12,809 | 13,339 | 26,148 | | Brent C. Jewell | 7,524 | 16,911 | 24,435 | | Nick C. Longman | 11,208 | 8,040 | 19,248 | | Nisheet Gupta | 7,525 | 1,467 | 8,992 |

  47. Summary Compensation Table

    ___________________________ (a)Includes the amounts we set aside or accrued during fiscal 2023 under our 401(k) Retirement Plan and Employee Stock Purchase Plan as matching contributions on our Named Executive Officers’ contributions to such plans. Such contribution amounts are set forth in the table below. Our Named Executive Officers are eligible to participate in our 401(k) Retirement Plan and Employee Stock Purchase Plan on the same basis as all eligible employees.

  48. Summary Compensation Table

    | Name | 401(k) Retirement Plan Matching Contributions ($) | Employee Stock Purchase Plan 15% Matching Contributions ($) | Total Company Matching Contributions ($) | | Ty R. Silberhorn | 3,783 | 3,574 | 7,357 | | Mark R. Augdahl | 9,938 | — | 9,938 | | Curtis J. Dobler | 11,084 | 1,725 | 12,809 | | Brent C. Jewell | 7,524 | — | 7,524 | | Nick C. Longman | 11,208 | — | 11,208 | | Nisheet Gupta | 7,525 | — | 7,525 |

  49. Summary Compensation Table

    (b)Includes dividends accrued on unvested restricted stock, pursuant to our 2019 Stock Incentive Plan. (6)Messrs. Augdahl and Longman were not Named Executive Officers in fiscal 2021 or 2022. (7)Consists of a cash bonus paid to Mr. Silberhorn pursuant to the terms of his Employment Agreement on the first payroll date after the Commencement Date and first anniversary of the date he joined the Company. (8)In consideration for his service as our Interim Chief Financial Officer for the period from August 1, 2022 through April 27, 2023, after the end of fiscal 2023, Mr. Augdahl received a cash bonus of $250,000 (included in fiscal 2023 compensation) and a restricted stock award with a grant date fair value of $150,020 (to be included in fiscal 2024 compensation). (9)Mr. Gupta's employment with the Company ended on August 1, 2022. He forfeited his fiscal 2023 grants listed under “Stock Awards”.

  50. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information for our Named Executive Officers concerning the following plan-based awards made during fiscal 2023: (i) estimated possible payouts for fiscal 2023 annual cash incentive awards; (ii) the grant date value of the restricted stock awards; and (iii) estimated possible payouts for the fiscal 2023 – 2025 performance awards.

  51. Grants of Plan-Based Awards

    | Fiscal 2023 Grants of Plan-Based Awards | | | | | | | | | | | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ty R. Silberhorn | | | | | | | | | | | Fiscal 2023 annual cash incentive | 4/21/2022 | 105,000 | 840,000 | 1,680,000 | __ | __ | __ | __ | __ | | Restricted stock | 4/21/2022 | __ | __ | __ | __ | __ | __ | 17,540 | 839,991 | | Fiscal 2023 - 2025 performance award | 4/21/2022 | 315,010 | 629,997 | 1,259,993 | 6,578 | 13,155 | 26,310 | __ | 629,993 | | Mark R. Augdahl | | | | | | | | | | | Fiscal 2023 annual cash incentive | 4/17/2022 | 17,406 | 139,250 | 208,875 | __ | __ | __ | __ | __ | | Restricted stock | 4/22/2022 | __ | __ | __ | __ | __ | __ | 1,173 | 54,075 | | Fiscal 2023 - 2025 performance award | 4/20/2022 | __ | __ | __ | __ | __ | __ | __ | __ | | Curtis J. Dobler | | | | | | | | | | | Fiscal 2023 annual cash incentive | 4/20/2022 | 30,225 | 241,800 | 483,600 | __ | __ | __ | __ | __ | | Restricted stock | 4/20/2022 | __ | __ | __ | __ | __ | __ | 5,172 | 253,893 | | Fiscal 2023 - 2025 performance award | 4/20/2022 | 60,465 | 120,905 | 241,809 | 1,232 | 2,463 | 4,926 | __ | 120,909 | | Brent C. Jewell | | | | | | | | | | | Fiscal 2023 annual cash incentive | 4/20/2022 | 31,950 | 255,600 | 511,200 | __ | __ | __ | __ | __ | | Restricted stock | 4/20/2022 | __ | __ | __ | __ | __ | __ | 4,686 | 230,036 | | Fiscal 2023 - 2025 performance award | 4/20/2022 | 63,908 | 127,791 | 255,582 | 1,302 | 2,603 | 5,206 | __ | 127,781 | | Nick C. Longman | | | | | | | | | | | Fiscal 2023 annual cash incentive | 4/20/2022 | 32,025 | 256,200 | 512,400 | __ | __ | __ | __ | __ | | Restricted stock | 4/20/2022 | __ | __ | __ | __ | __ | __ | 5,480 | 269,013 | | Fiscal 2023 - 2025 performance award | 4/20/2022 | 64,056 | 128,088 | 256,176 | 1,305 | 2,609 | 5,218 | __ | 128,076 | | Nisheet Gupta | | | | | | | | | | | Fiscal 2023 annual cash incentive | 4/20/2022 | 49,969 | 399,750 | 799,500 | __ | __ | __ | __ | __ | | Restricted stock | 4/20/2022 | __ | __ | __ | __ | __ | __ | 8,143 | 399,740 | | Fiscal 2023 - 2025 performance award | 4/20/2022 | 99,943 | 199,885 | 399,770 | 2,036 | 4,072 | 8,144 | __ | 199,894 |

  52. Grants of Plan-Based Awards

    (1)These columns show the range of possible payouts under the fiscal 2023 annual cash incentive awards and the cash portion of the fiscal 2023 – 2025 performance awards. See “Annual Cash Incentive Compensation” beginning on page 44 and “Performance Awards” beginning on page 47. (2)These columns show the threshold, target and maximum level of shares to be earned under the performance share unit portion of the fiscal 2023 – 2025 performance awards. See “Performance Awards” beginning on page 47. (3)This column shows the restricted stock awards made on April 20, 2022 to Messrs. Dobler, Jewell, Longman and Gupta; on April 21, 2022 to Mr. Silberhorn; and on April 22, 2022 to Mr. Augdahl. See “Restricted Stock Awards” beginning on page 47. (4)The grant date fair value of the restricted stock awards and the performance share unit portion of the Performance Awards were calculated in accordance with FASB ASC Topic 718 by multiplying the number of restricted shares or performance share units at target performance by the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. The closing price of our common stock on the Nasdaq Global Select Market was $49.09 on the grant date of April 20, 2022; $47.89 on the grant date of April 21, 2022; and $46.10 on the grant date of April 22, 2022. For a description of how these awards are treated upon termination or a change-in-control, see “Potential Payments Upon Termination or Following a Change-in-Control” beginning on page 61.

  53. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the equity awards held by our Named Executive Officers as of February 25, 2023, the last day of fiscal 2023.

  54. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards at Fiscal 2023 Year-End | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Ty R. Silberhorn | — | ___ | ___ | ___ | ___ | ___ | — | 17,286(4) | 793,082 | | | — | ___ | ___ | ___ | ___ | ___(5) | ___ | 26,310(5) | 1,207,103 | | | — | ___ | ___ | ___ | ___ | 29,354(6) | 1,346,762 | ___ | — | | | — | ___ | ___ | ___ | ___ | 15,365(7) | 704,946 | ___ | — | | | — | ___ | ___ | ___ | ___ | 17,540(8) | 804,735 | ___ | — | | Mark R. Augdahl | — | ___ | ___ | ___ | ___ | 767(9) | 35,190 | ___ | — | | | — | ___ | ___ | ___ | ___ | 1,008(10) | 46,247 | ___ | ___ | | | — | ___ | ___ | ___ | ___ | 1,173(11) | 53,817 | ___ | — | | Curtis J. Dobler | 6/30/2020(12) | 22,050 | ___ | 23.04 | 6/30/2030 | — | — | ___ | — | | | — | ___ | ___ | ___ | ___ | — | — | 3,397(4) | 155,854 | | | — | ___ | ___ | ___ | ___ | ___ | ___ | 4,926(5) | 226,005 | | | — | ___ | ___ | ___ | ___ | 4,667(13) | 214,122 | — | — | | | — | ___ | ___ | ___ | ___ | 4,982(7) | 228,574 | — | — | | | — | ___ | ___ | ___ | ___ | 5,172(14) | 237,291 | — | — | | Brent C. Jewell | 6/30/2020(12) | 23,500 | ___ | 23.04 | 6/30/2030 | ___ | — | — | — | | | — | ___ | ___ | ___ | ___ | ___ | — | 3,630(4) | 166,544 | | | — | ___ | ___ | ___ | ___ | ___ | — | 5,206(5) | 238,851 | | | — | ___ | ___ | ___ | ___ | 6,667(13) | 305,882 | — | — | | | — | ___ | ___ | ___ | ___ | 5,808(7) | 266,471 | — | — | | | — | ___ | ___ | ___ | ___ | 4,686(14) | 214,994 | — | — | | Nick C. Longman | — | ___ | ___ | ___ | ___ | ___ | ___ | 2,372(4) | 108,827 | | | — | ___ | ___ | ___ | ___ | ___ | ___ | 5,218(5) | 239,402 | | | — | ___ | ___ | ___ | ___ | 3,077(15) | 141,173 | ___ | — | | | — | ___ | ___ | ___ | ___ | 5,480(14) | 251,422 | ___ | — |

  55. Outstanding Equity Awards at Fiscal Year-End

    (1)The exercise price for all stock options is 100% of the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. (2)The market value is calculated by multiplying $45.88, the closing price of our common stock on the Nasdaq Global Select Market on February 24, 2023, the last trading day of fiscal 2023, by the number of shares of restricted stock that had not vested or the number of unearned performance share unit portion of the Performance Awards as of February 25, 2023, the last day of fiscal 2023. (3)Includes the performance share unit portion of the Performance Awards with three-year performance periods until payout. At the beginning of each performance period, the threshold, target and maximum award levels are set. Our Performance Award program is described under the heading “Performance Awards” beginning on page 47. (4)Represents the performance share unit portion of Performance Awards made on April 20, 2021 for Messrs. Silberhorn, Dobler and Jewell, and on June 23, 2021 for Mr. Longman, for the three-year performance period beginning on the first day of fiscal 2022 and ending on the last day of fiscal 2024, which will only be earned if the predetermined goal for the performance period is met. The number of shares is equal to the target number of performance share units. For each of our Named Executive Officers, the number of shares of our common stock that may be earned as a payout based on threshold, target and maximum of performance levels during the three-year performance period is set forth below.

  56. Outstanding Equity Awards at Fiscal Year-End

    | | | Estimated Future Payouts Based On Performance Level | | | | Name | Performance Period | Threshold (#) | Target (#) | Maximum (#) | | Ty R. Silberhorn | Fiscal 2022 - 2024 | 8,643 | 17,286 | 34,572 | | Mark R. Augdahl | Fiscal 2022 - 2024 | — | — | — | | Curtis J. Dobler | Fiscal 2022 - 2024 | 1,699 | 3,397 | 6,794 | | Brent C. Jewell | Fiscal 2022 - 2024 | 1,815 | 3,630 | 7,260 | | Nick C. Longman | Fiscal 2022 - 2024 | 1,186 | 2,372 | 4,744 |

  57. Outstanding Equity Awards at Fiscal Year-End

    (5)Represents the performance share unit portion of Performance Awards made on April 21, 2022 for Mr. Silberhorn, and on April 20, 2022 for Messrs. Dobler, Jewell and Longman, for the three-year performance period beginning on the first day of fiscal 2023 and ending on the last day of fiscal 2025, which will only be earned if the predetermined goal for the performance period is met. The number of shares is equal to the maximum number of performance share units. For each of our Named Executive Officers, the number of shares of our common stock that may be earned as a payout based on threshold, target and maximum of performance levels during the three-year performance period is set forth below.

  58. Outstanding Equity Awards at Fiscal Year-End

    | | | Estimated Future Payouts Based On Performance Level | | | | Name | Performance Period | Threshold (#) | Target (#) | Maximum (#) | | Ty R. Silberhorn | Fiscal 2023 - 2025 | 6,578 | 13,155 | 26,310 | | Mark R. Augdahl | Fiscal 2023 - 2025 | — | — | — | | Curtis J. Dobler | Fiscal 2023 - 2025 | 1,232 | 2,463 | 4,926 | | Brent C. Jewell | Fiscal 2023 - 2025 | 1,302 | 2,603 | 5,206 | | Nick C. Longman | Fiscal 2023 - 2025 | 1,305 | 2,609 | 5,218 |

  59. Outstanding Equity Awards at Fiscal Year-End

    (6)Represents an unvested restricted stock award granted on January 4, 2021, which vests 29,354 shares on January 4, 2026. (7)Represents an unvested restricted stock award granted on April 20, 2021, which vests in three installments commencing on April 30, 2022. (8)Represents an unvested restricted stock award granted on April 21, 2022, which vests in three installments commencing on April 30, 2023. (9)Represents an unvested restricted stock award granted on June 30, 2020, which vests in three installments commencing on June 30, 2021. (10)Represents an unvested restricted stock award granted on July 19, 2021, which vests in three installments commencing on July 19, 2022. (11)Represents an unvested restricted stock award granted on April 22, 2022, which vests in three installments commencing on April 22, 2023. (12)Represents a stock option award that vests in equal installments on June 30, 2022 and June 30, 2023, and has a 10-year term. (13)Represents an unvested restricted stock award granted on April 23, 2020, which vests in three equal annual installments commencing on April 30, 2021. (14)Represents an unvested restricted stock award granted on April 20, 2022, which vests in three equal annual installments commencing on April 30, 2023. (15)Represents an unvested restricted stock award granted on June 14, 2021, which vests in three equal annual installments commencing on June 14, 2022.

  60. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information on options exercised and restricted stock awards vested during fiscal 2023 for each of our Named Executive Officers.

  61. Option Exercises and Stock Vested

    | Fiscal 2023 Option Exercises and Stock Vested | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Ty R. Silberhorn | — | — | 23,991 | 1,056,419 | | Mark R. Augdahl | — | — | 1,270 | 50,223 | | Curtis J. Dobler | 7,117 | 279,129 | 10,490 | 468,293 | | Brent C. Jewell | 7,585 | 297,484 | 14,570 | 632,648 | | Nick C. Longman | — | — | 1,538 | 62,320 | | Nisheet Gupta | 8,844 | 346,862 | 10,786 | 454,453 |

  62. Option Exercises and Stock Vested

    ___________________________ (1)The value realized on exercise represents the total number of shares acquired on exercise multiplied by the market price of our common stock on the exercise date, as reported on the Nasdaq Global Select Market, less the per share exercise price. (2)Includes shares of restricted stock that vested and were distributed during fiscal 2023. (3)The value realized is calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on the vesting date by the shares of restricted stock that became vested.

  63. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  64. Non-Qualified Deferred Compensation Table

    Non-Qualified Deferred Compensation Table The table below provides information on our Named Executive Officers' compensation earned with respect to fiscal 2023 and deferred under our Deferred Compensation Plan.

  65. Non-Qualified Deferred Compensation Table

    | Fiscal 2023 Non-Qualified Deferred Compensation | | | | | | | | Name | Name of Plan | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Ty R. Silberhorn | Deferred Compensation | — | — | — | — | — | | | Legacy Deferred Compensation | — | — | — | — | — | | Mark R. Augdahl | Deferred Compensation | 96,727(2) | — | — | 24,166 | 345,908(2) | | | Legacy Deferred Compensation | — | — | 2,230 | — | 255,475(2) | | Curtis J. Dobler | Deferred Compensation | — | — | — | — | — | | | Legacy Deferred Compensation | — | — | — | — | — | | Brent C. Jewell | Deferred Compensation | — | — | — | — | — | | | Legacy Deferred Compensation | — | — | — | — | — | | Nick C. Longman | Deferred Compensation | 663,692(3) | — | — | — | 978,378(3) | | | Legacy Deferred Compensation | — | — | — | — | — | | Nisheet Gupta | Deferred Compensation | — | — | — | — | — | | | Legacy Deferred Compensation | — | — | — | — | — |

  66. Non-Qualified Deferred Compensation Table

    (1)Pursuant to SEC rules, all earnings on non-qualified deferred compensation during fiscal 2023 in excess of 2.58%, 120% of the applicable federal rate compounded annually, have been deemed “above-market earnings.” During fiscal 2023, the interest paid on amounts deferred for plan years beginning prior to January 1, 2010 pursuant to our Legacy Deferred Compensation Plan was 3.43%. This amount is reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the “Summary Compensation Table” beginning on page 52. (2)The amount reported for Mr. Augdahl is reported in the “Summary Compensation Table” beginning on page 52 for fiscal 2023 in the “Non-Equity Incentive Plan Compensation” column. The amount reported for Mr. Augdahl for our Legacy Deferred Compensation Plan is not reported in the “Summary Compensation Table” on page 52, because all of these amounts were earned by him prior to fiscal 2023. (3)The amount reported for Mr. Longman is reported in the “Summary Compensation Table” beginning on page 52 in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for fiscal 2023 and 2022.

  67. Potential Payments Upon Termination or Following a Change-in-Control

    Potential Payments Upon Termination or Following a Change-in-Control Except as discussed below, if the employment of any of our Named Executive Officers is voluntarily or involuntarily terminated, no additional payments or benefits will accrue or be owed to them, other than what the Named Executive Officer has accrued and vested under our benefit plans, including under the heading “Non-Qualified Deferred Compensation” discussed above. Except as discussed below, or in connection with a change-in-control, a voluntary or involuntary termination will not trigger an acceleration of the vesting of any outstanding equity awards, subject to the Compensation Committee’s discretion to accelerate the awards.

  68. Payments Upon Termination or Change-in-Control

    Payments Upon Termination or Change-in-Control The table below shows potential payments to our Named Executive Officers upon certain terminations pursuant to disability, death or a change-in-control of our Company, as well as potential payments to Mr. Silberhorn upon termination without “Cause” or for “Good Reason” (as defined in his Employment Agreement). The table below assumes that disability, death or the termination of employment occurred, or the Change-in-Control of Apogee was effective as of February 24, 2023, the last trading day of fiscal 2023. The amounts shown are estimates of the amounts that would be paid to the Named Executive Officers upon termination of employment or the change-in-control, in addition to the base salary and bonus earned by our Named Executive Officers for fiscal 2023. The actual amounts to be paid can only be determined at the actual time of a Named Executive Officer’s termination of employment.

  69. Payments Upon Termination or Change-in-Control

    | Name | Type of Payment | Payments Upon Disability ($) | Payments Upon Death ($) | Payments upon Termination without Cause or for Good Reason ($) | Payments Upon Involuntary or Good Reason Termination After a Change-in- Control Occurs ($) | | Ty R. Silberhorn | Cash Severance Payment | — | — | 840,000(1) | 3,360,000(1) | | | Health Insurance Benefits | — | — | 22,137 | 44,275 | | | Reimbursement of Legal Costs | — | — | —(3) | —(3) | | | Acceleration of Vesting | | | | | | | Restricted Stock | 2,856,443(4) | 2,856,443(4) | 1,346,762 | 2,856,443(4) | | | Performance Awards | —(5) | —(5) | —(4) | 2,626,633(6) | | | Disability Payments | 345,000(8) | — | — | — | | | Total | 3,201,443 | 2,856,443 | 2,208,899 | 8,887,351 | | Mark R. Augdahl | Cash Severance Payment | — | — | — | 417,750(2) | | | Health Insurance Benefits | — | — | — | 7,234 | | | Reimbursement of Legal Costs | — | — | — | —(3) | | | Acceleration of Vesting | | | | | | | Restricted Stock | 135,254(4) | 135,254(4) | — | 135,254(4) | | | Disability Payments | 159,624(8) | — | — | — | | | Total | 294,878 | 135,254 | — | 560,238 | | Curtis J. Dobler | Cash Severance Payment | — | — | — | 1,289,600(1) | | | Health Insurance Benefits | — | — | — | 40,905 | | | Reimbursement of Legal Costs | — | — | — | —(3) | | | Acceleration of Vesting | | | | | | | Restricted Stock | 679,987(4) | 679,987(4) | — | 679,987(4) | | | Stock Options | 279,153(7) | 279,153(7) | — | 279,153(7) | | | Performance Awards | —(5) | —(5) | — | 507,657(6) | | | Disability Payments | 235,749(8) | — | — | — | | | Total | 1,194,889 | 959,140 | — | 2,797,302 | | Brent C. Jewell | Cash Severance Payment | — | — | — | 1,363,200(1) | | | Health Insurance Benefits | — | — | — | 34,607 | | | Reimbursement of Legal Costs | — | — | — | —(3) | | | Acceleration of Vesting | | | | | | | Restricted Stock | 787,347(4) | 787,347(4) | — | 787,347(4) | | | Stock Options | 297,510(7) | 297,510(7) | — | 297,510(7) | | | Performance Awards | —(5) | —(5) | — | 539,770(6) | | | Disability Payments | 241,500(8) | — | — | — | | | Total | 1,326,357 | 1,084,857 | — | 3,022,434 | | Nick C. Longman | Cash Severance Payment | — | — | — | 1,366,400(1) | | | Health Insurance Benefits | — | — | — | 44,275 | | | Reimbursement of Legal Costs | — | — | — | —(3) | | | Acceleration of Vesting | | | | | | | Restricted Stock | 392,595(4) | 392,595(4) | — | 392,595(4) | | | Performance Awards | —(5) | —(5) | — | 446,628(6) | | | Disability Payments | 241,749(8) | — | — | — | | | Total | 634,344 | 392,595 | — | 2,249,898 | | Nisheet Gupta | Cash Severance Payment | — | — | — | —(9) | | | Health Insurance Benefits | — | — | — | — | | | Reimbursement of Legal Costs | — | — | — | — | | | Acceleration of Vesting | | | | | | | Restricted Stock | — | — | — | — | | | Stock Options | — | — | — | — | | | Performance Awards | — | — | — | — | | | Disability Payments | — | — | — | — | | | Total | — | — | — | — |

  70. Payments Upon Termination or Change-in-Control

    (1)Equals the sum of (a) two times their annual base salary as of February 25, 2023, and (b) two times their fiscal 2023 annual cash incentive award at target level performance, payable in a lump sum, except for “Payments Upon Termination without Cause or for Good Reason” for Mr. Silberhorn, which represents one times his annual base salary as of February 25, 2023, payable in a lump sum. (2)Equals the sum of (a) one times Mr. Augdahl's annual base salary as of February 25, 2023, and (b) one times Mr. Augdahl's fiscal 2023 annual cash incentive award at target level performance, payable in a lump sum. (3)We will pay legal fees and expenses incurred to obtain or enforce any right or benefit under their CIC Severance Agreement or, with respect to Mr. Silberhorn, under his Employment Agreement. (4)Includes restricted stock awards, which would vest upon an assumed occurrence on February 24, 2023, of one of the specified events. The amount in this table represents such aggregate number of shares multiplied by $45.88, the closing price of our common stock on the Nasdaq Global Select Market on February 24, 2023, the last trading day of fiscal 2023. (5)In the event employment is terminated due to retirement, disability or death prior to the end of the performance period for the performance awards, our Named Executive Officer, or their estate, will be entitled to retain and receive a pro-rata portion of the performance awards at the end of the performance period, to the extent earned. (6)This amount represents the payout of performance cash, and performance share units at the target level and multiplied by $45.88, the closing price of our common stock on the Nasdaq Global Select Market on February 24, 2023, the last trading day of fiscal 2023, assuming the performance period ended on the date of the Change-in-Control, as adjusted for the truncated performance period. (7)Includes the intrinsic value of stock options, which would vest upon an assumed occurrence on February 24, 2023, of one of the specified events. The amount in this table represents such aggregate number of shares subject to options that would vest multiplied by the lower of $45.88, the closing price of our common stock on the Nasdaq Global Select Market on February 24, 2023, the last trading day of fiscal 2023, or $35.70, the maximum share price as stated in the Stock Option Agreement, less $23.04, the exercise price of such options. (8)This amount represents the annual disability payments during the first year of disability. Annual disability payments after the first year of disability would be $180,000 for each of Messrs. Silberhorn, Dobler, Jewell and Longman, and $120,000 for Mr. Augdahl. (9)Mr. Gupta resigned on August 1, 2022, and he was not entitled to any additional payments or benefits at, following, or in connection with his resignation.

  71. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Silberhorn, our Chief Executive Officer and President: For the fiscal year ended February 25, 2023, our last completed fiscal year: •the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $58,192; and •the annual total compensation of our Chief Executive Officer, as reported in the “Summary Compensation Table” beginning on page 52 of this Proxy Statement, was $4,030,529. We reasonably estimate that the ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee was 69 times. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, the methodology and the material assumptions, adjustments, and estimates that we used were as follows: We determined that, as of December 31, 2022, our employee population consisted of 5,023 individuals (including full-time and part-time employees, other than our Chief Executive Officer, who were employed on December 31, 2022) working at the Company together with our consolidated subsidiaries. Of these individuals, 4,270 were located in the U.S. and U.S. territories, and 753 were from our subsidiaries in Canada and Brazil. We chose to exclude all 190 of our employees from our Brazil subsidiary, which consists of 3.78% of our workforce, from the identification of “median employee,” as permitted by SEC rules. Our employee population, after taking into consideration the permitted adjustments described above, consisted of 4,833 members. Our adjusted employee population consisted of 4,270 employees in the U.S. and 563 employees located in Canada. We identified our median employee based on the total cash and stock-based compensation earned during the twelve-month period ended December 31, 2022. In making this determination, we annualized the compensation of all full- and part-time permanent employees included in the sample who were hired in calendar year 2022, but did not work for us or our included subsidiaries for the entire twelve-month period described below. For purposes of determining the total cash and stock-based compensation earned, we included: the amount of base salary (or, in the case of hourly workers, base wages including overtime pay) the employee received during the twelve months ended December 31, 2022, the amount of any cash incentives paid or deferred in such period (which include sales commissions as well as cash incentives that are generally paid for performance during the prior quarter or year), and the amount of any income from stock-based compensation, as reflected in our payroll records. For purposes of identifying the median employee, we applied the average exchange rate for calendar year 2022, which was U.S. dollars to Canadian dollars – 1.3014 CAD. Once we identified our median employee, we then determined that employee’s annual total compensation, including any perquisites and other benefits, in the same manner that we determine the annual total compensation of our Named Executive Officers for purposes of the Summary Compensation Table disclosed above. The annual total compensation for our median employee for fiscal 2023 was determined to be $58,192. This amount was then compared to the annual total compensation of our Chief Executive Officer disclosed above in the Summary Compensation Table, of $4,030,529. The elements included in the Chief Executive Officer’s total compensation are discussed above in the footnotes to the Summary Compensation Table.

  72. Pay Versus Performance

    Pay Versus Performance

  73. Pay Versus Performance Table

    Pay Versus Performance Table As required by the Dodd-Frank Act and SEC regulation, the following table presents, for each of the three most recent fiscal years: •total compensation, as calculated in the Summary Compensation Table, for our current and former President and CEO (the “PEOs”) and an average for our other Named Executive Officers (“non-PEO NEOs”); •compensation actually paid (“CAP”) to our current and former PEOs and an average for our non-PEO NEOs, an SEC prescribed calculation which adjusts total compensation for the items described below and which does not equate to realized compensation; •our cumulative total shareholder return (“TSR”) since the last trading day before the earliest year presented; •our net income; and •our adjusted earnings before interest and taxes (“Adjusted EBIT”). For a description of our executive compensation program and the factors used by the Compensation Committee to determine pay for our NEOs, see the “Compensation Discussion and Analysis” section of this Proxy.

  74. Pay Versus Performance Table

    | Fiscal Year | Ty R. Silberhorn(1) | | Joseph F. Puishys(2) | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(4) | Value of Initial Fixed $100 Investment Based on | | Net Income | Apogee Adjusted EBIT(7) ($ in '000s) | | | Summary Compensation Table Total for Current PEO ($) | Compensation Actually Paid to Current PEO ($)(4) | Summary Compensation Table Total for Former PEO ($) | Compensation Actually Paid to Former PEO ($)(4) | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | ($ in '000s) | ($ in '000s) | | 2023 | 4,030,529 | 5,040,544 | — | — | 1,103,978 | 806,179 | 162.99 | 133.20 | 87,900 | 124,281 | | 2022 | 3,199,648 | 4,021,469 | — | — | 1,162,101 | 1,433,330 | 158.44 | 144.50 | 3,486 | 81,165 | | 2021 | 1,759,313 | 2,067,075 | 4,275,337 | 6,149,762 | 960,766 | 1,437,708 | 127.65 | 146.85 | 15,436 | 88,614 |

  75. Pay Versus Performance Table

    (1)Ty R. Silberhorn became President and Chief Executive Officer effective January 4, 2021, which was near the end of our fiscal 2021. (2)Joseph F. Puishys served as President and Chief Executive Officer from August 22, 2011 through January 3, 2021. (3)The following table lists the individuals who comprise the Non-PEO NEOs in each of the covered years:

  76. Pay Versus Performance Table

    | 2023 | 2022 | 2021 | | Mark R. Augdahl | Nisheet Gupta | Nisheet Gupta | | Curtis J. Dobler | Curtis J. Dobler | Curtis J. Dobler | | Brent C. Jewell | Brent C. Jewell | Gregory J. Sachs | | Nick C. Longman | Troy R. Johnson | Maureen A. Hayes | | Nisheet Gupta | | Brent C. Jewell |

  77. Pay Versus Performance Table

    (4)The table below sets forth the amounts deducted from and added to the Summary Compensation Table total compensation to calculate CAP to Mr. Silberhorn and Mr. Puishys and average CAP to the Non-PEOs.

  78. Pay Versus Performance Table

    | | 2023 | | | 2022 | | | 2021 | | | | | Current PEO ($) | Former PEO ($) | Average of Non-PEO NEOs ($) | Current PEO ($) | Former PEO ($) | Average of Non-PEO NEOs ($) | Current PEO ($) | Former PEO ($) | Average of Non-PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 4,030,529 | — | 1,103,978 | 3,199,648 | — | 1,162,101 | 1,759,313 | 4,275,337 | 960,766 | | Adjustments for Equity Awards | | | | | | | | | | | Subtract grant date values in Summary Compensation Table | (1,469,984) | — | (361,560) | (1,399,993) | — | (464,524) | (1,399,997) | (1,753,721) | (468,809) | | Add year-end fair value of unvested awards granted in current year | 1,654,387 | — | 248,826 | 1,836,407 | — | 594,280 | 1,707,759 | — | 894,111 | | Add year-over-year difference of year-end fair values for unvested awards granted in prior years | 814,783 | — | 84,515 | 371,232 | — | 110,430 | — | — | 31,485 | | Add fair values at vest date for awards granted and vested in current years | — | — | — | — | — | — | — | 4,120,514 | 48,015 | | Add (subtract) difference between prior year-end fair values and vest date fair values for awards granted in prior years | (35,891) | — | (18,396) | — | — | 27,786 | — | (492,368) | (27,860) | | Subtract forfeitures during current year equal to prior year-end fair value | — | — | (256,277) | — | — | — | — | — | — | | Add dividends or dividend equivalents not otherwise included in total compensation | 46,720 | — | 5,093 | 14,175 | — | 3,257 | — | — | — | | Compensation Actually Paid | 5,040,544 | — | 806,179 | 4,021,469 | — | 1,433,330 | 2,067,075 | 6,149,762 | 1,437,708 |

  79. Pay Versus Performance Table

    (5)This value is based on the Company’s TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending on the last trading day of the covered year, which includes the reinvestment of dividends paid on our common stock during the relevant period. (6)The peer group used in this Pay Versus Performance table is the S&P SmallCap 600 Growth Index, which is the same peer group the Company uses for purposes of the stock performance graph in our Annual Report on Form 10-K. We selected this Index of companies with similar market capitalization because we are unable to identify a peer group of companies similar to us in size and scope of business activities or a widely recognized published industry index that accurately reflects our diverse business activities. Most of our direct competitors in our various business units are either privately owned or divisions of larger, publicly owned companies. (7)Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our PEO and non-PEO NEOs for fiscal 2023 to our performance, is adjusted earnings before interest and taxes ("Adjusted EBIT"), a non-GAAP measure which is further defined on page 35, and in Appendix A to this Proxy Statement.