DEF 14A of Apogee Enterprises, Inc., May 9, 2024

DEF 14A of Apogee Enterprises, Inc.

Filed May 9, 2024 · FY20240000006845-24-000147

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 II directors will expire. Christina M. Alvord, Herbert K. Parker and Ty R. Silberhorn have been nominated for re-election to our Board as Class II directors. Class II directors re-elected at the Annual Meeting will serve until our 2027 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 re-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 standing for re-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 II director nominees. Unless a contrary instruction is indicated on the proxy, proxies will be voted FOR the election of the three Class II director nominees.

  2. Proposal 1: Election of Directors

    | Class II Directors – Terms Expiring in 2027 | | | | | | Christina M. Alvord Age: 57 Director since: 2020 Independent | Apogee Committees: •Audit •Nominating and Corporate Governance | Public Directorships: •Albany International Corp. (2022 – Present) •Piedmont Lithium (2023 – 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 Vice President, Performance Management from 2016 to 2017 and President of the Southern & Gulf Coast and Central Divisions from 2017 to 2021. 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 | |

  3. Proposal 1: Election of Directors

    | Class II Directors – Terms Expiring in 2027 (continued) | | | | | | Herbert K. Parker Age: 66 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 •Business Operations | •Sarbanes-Oxley Compliance •International Business •Corporate Governance •Public Company Board Experience | |

  4. Proposal 1: Election of Directors

    | | Ty R. Silberhorn Age: 56 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 |

  5. Proposal 1: Election of Directors

    | Class III Directors – Terms Expiring in 2025 | | | | | | Frank G. Heard Age: 65 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 | |

  6. Proposal 1: Election of Directors

    | | Elizabeth M. Lilly Age: 61 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 | •Asset Management •Leadership Development | •Financial Markets •Capital Allocations |

  7. Proposal 1: Election of Directors

    | Class III Directors – Terms Expiring in 2025 (continued) | | | | | Mark A. Pompa Age: 59 Director since: 2018 Independent Audit Committee Financial Expert | Apogee Committees: •Audit •Compensation | | Mr. Pompa 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 before retiring in 2024. 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 |

  8. Proposal 1: Election of Directors

    | Class I Director Nominee – Term Expiring in 2026 | | | | | | Lloyd E. Johnson Age: 70 Director since: 2017 Independent Audit Committee Financial Expert | Apogee Committees: •Audit, Chair •Compensation | 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 | |

  9. Proposal 1: Election of Directors

    | Class I Director Nominee – Term Expiring in 2026 (Continued) | | | | | Donald A. Nolan Age: 63 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 |

  10. Proposal 1: Election of Directors

    | Class I Director Nominee – Term Expiring in 2026 (Continued) | | | | | | Patricia K. Wagner Age: 61 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 | |

  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 2024

    Non-Employee Director Compensation Arrangements During Fiscal 2024 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 assistance from the Company's independent compensation consultant. 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 2024.

  14. Non-Employee Director Compensation Arrangements During Fiscal 2024

    | Compensation | Fiscal 2024 | | 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 2024

    _________________ (1)On June 21, 2023, we granted a restricted stock award of 3,098 shares to Mr. Nolan, having a value of approximately $135,000 on the date of grant, and restricted stock awards of 2,409 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 2024 Non-Employee Director Compensation Table” beginning on page 32 for additional details.

  16. Fiscal 2024 Non-Employee Director Compensation Table

    Fiscal 2024 Non-Employee Director Compensation Table The following table shows the compensation paid to our non-employee directors for fiscal 2024.

  17. Fiscal 2024 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 | 104,984 | 8,013 | 202,997 | | Frank G. Heard | 90,000 | 104,984 | 2,000 | 196,984 | | Lloyd E. Johnson | 101,667 | 104,984 | 19,865 | 226,516 | | Elizabeth M. Lilly | 90,000 | 104,984 | 7,272 | 202,256 | | Donald A. Nolan | 135,000 | 135,011 | 34,861 | 304,872 | | Herbert K. Parker | 100,000 | 104,984 | 7,265 | 212,249 | | Mark A. Pompa | 90,000 | 104,984 | 26,894 | 221,878 | | Patricia K. Wagner | 100,000 | 104,984 | 5,265 | 210,249 |

  18. Fiscal 2024 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 2024, 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 21, 2023, 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 3,098 shares in the case of Mr. Nolan, and 2,409 shares to all other non-employee directors. The closing price of our common stock on the Nasdaq Global Select Market on June 21, 2023, the date of grant, was $43.58. The table below sets forth certain information with respect to the aggregate number of shares of unvested restricted stock, deferred restricted stock units, restricted stock units, and deferred phantom stock units including shares from dividends credited to the account, held by our non-employee directors as of March 2, 2024, the last day of fiscal 2024.

  19. Fiscal 2024 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 (#) | Aggregate Number of Deferred Phantom Stock Units (#) | | Christina M. Alvord | 907 | 5,291 | — | — | | Frank G. Heard | — | — | 5,165 | — | | Lloyd E. Johnson | — | 19,141 | — | — | | Elizabeth M. Lilly | 3,358 | 1,824 | — | — | | Donald A. Nolan | 907 | 23,629 | — | 10,112 | | Herbert K. Parker | 5,165 | — | — | — | | Mark A. Pompa | — | 18,916 | — | 9,600 | | Patricia K. Wagner | 5,165 | — | — | — |

  20. Fiscal 2024 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 2024.

  21. Fiscal 2024 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 | 1,491 | 4,522 | — | 2,000 | 8,013 | | Frank G. Heard | — | — | — | 2,000 | 2,000 | | Lloyd E. Johnson | — | 17,865 | — | 2,000 | 19,865 | | Elizabeth M. Lilly | 3,946 | 1,326 | — | 2,000 | 7,272 | | Donald A. Nolan | 1,097 | 22,024 | 9,740 | 2,000 | 34,861 | | Herbert K. Parker | 5,265 | — | — | 2,000 | 7,265 | | Mark A. Pompa | — | 17,647 | 9,247 | — | 26,894 | | Patricia K. Wagner | 5,265 | — | — | — | 5,265 |

  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 2024 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 42% | 21% | Salary | | | 21% | Annual Cash Incentive at Target | | Long Term 58% | 23% | Restricted Stock Awards with Service-Based Vesting | | | 35% | Performance Awards at Target |

  24. Use of Non-GAAP Financial Measures

    | Short Term 58% | 36% | Base Salary | | | 22% | Annual Cash Incentive at Target | | Long Term 42% | 21% | Restricted Stock Award with Service-Based Vesting | | | 21% | Performance Awards at Target |

  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 2024, Mr. Silberhorn’s long-term incentive awards consisted of 40% time-based restricted stock and 60% as a performance award.

  27. 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 2024. 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 2024, 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 2024; (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; –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, LCI Industries was replaced by Insteel Industries, Inc. for fiscal 2024. The following 15 firms served as the Company’s peer group for fiscal 2024.

  28. Consulting Assistance, Peer Group and Competitive Market

    | •American Woodmark Corporation | •H.B. Fuller Company | | •Armstrong World Industries, Inc. | •Insteel Industries, Inc. | | •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 | |

  29. 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).

  30. Fiscal 2024 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. 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. For the first three months of fiscal 2024 when he acted as Interim Chief Financial Officer and then Vice President, Finance, of the Glass Segment, Mr. Augdahl had two predetermined, objective performance goals and one goal based on achievement of personal goals. The Glass Segment's Adjusted EBIT performance goal had to be met at the threshold level for Mr. Augdahl to earn any payout based on the Glass Segment's net sales performance. If maximum performance level for all goals was achieved, Mr. Augdahl would earn 150% of the target award. For the remaining nine months of fiscal 2024, after he was appointed as Chief Accounting Officer, Mr. Augdahl's annual cash incentive compensation had the same payout ranges as described in the previous paragraphs for our Other Named Executive Officers. Fiscal 2024 Annual Cash Incentive Payouts. The tables below set forth certain information with respect to the fiscal 2024 annual cash incentive award payout ranges as a percentage of the fiscal 2024 salary for our Named Executive Officers.

  31. Fiscal 2024 Individual Compensation Actions

    | Fiscal 2024 Annual Cash Incentive Compensation Ranges | | | | | Name | Threshold Payout as a Percentage of Fiscal 2024 Salary (%)(1) | Target Payout as a Percentage of Fiscal 2024 Salary (%)(2) | Maximum Payout as a Percentage of Fiscal 2024 Salary (%)(3) | | Ty R. Silberhorn | 12.50 | 100.00 | 200.00 | | Matthew J. Osberg(4) | 7.81 | 62.50 | 125.00 | | Nicholas C. Longman | 7.50 | 60.00 | 120.00 | | Curtis J. Dobler | 7.50 | 60.00 | 120.00 | | Brent C. Jewell | 7.50 | 60.00 | 120.00 | | Mark R. Augdahl | 0.78(5) | 12.50(5) | 18.75(5) | | | 4.69(6) | 37.50(6) | 75.00(6) |

  32. Fiscal 2024 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, 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. (4)Mr. Osberg's actual payout is prorated based on his partial year of service, beginning on April 28, 2023. (5)For the first three months of fiscal 2024, when Mr. Augdahl was acting as Interim Chief Financial Officer and then Vice President, Finance of the Glass Segment. (6)For the last nine months of fiscal 2024, when Mr. Augdahl was acting as Chief Accounting Officer and participated in the executive compensation program. The following table outlines the performance goals, weighting and performance levels and actual performance achievement for the fiscal 2024 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.

  33. Fiscal 2024 Individual Compensation Actions

    | Fiscal 2024 Annual Cash Incentive Performance Levels and Actual Performance – Messrs. Silberhorn, Osberg and Dobler | | | | | | | | Performance Goal | Weighting (%) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Performance ($ in millions) | Percentage Performance Achieved (%) | | Consolidated Net Sales | 25 | 1,354.000 | 1,436.000 | 1,542.000 | 1,416.942 | 88.38 | | Consolidated Adjusted EBIT | 75 | 121.000 | 132.600 | 145.000 | 143.638 | 189.01 |

  34. Fiscal 2024 Individual Compensation Actions

    | First Three Months of Fiscal 2024 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 Segment Net Sales | 12.50 | 316.600 | 338.000 | 351.500 | 378.449 | 150.00 | | Glass Segment Adjusted EBIT | 37.50 | 29.200 | 34.000 | 37.200 | 65.783 | 150.00 | | Personal Goals | 50.00 | N/A | N/A | N/A | N/A | 150.00 |

  35. Fiscal 2024 Individual Compensation Actions

    | Last Nine Months Fiscal 2024 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 (%) | | Consolidated Net Sales | 25.00 | 1,354.000 | 1,436.000 | 1,542.000 | 1,416.942 | 88.38 | | Consolidated Adjusted EBIT | 75.00 | 121.000 | 132.600 | 145.000 | 143.638 | 189.01 |

  36. Fiscal 2024 Individual Compensation Actions

    The following table outlines the performance metrics, weighting and performance levels and actual performance achievement for the fiscal 2024 performance cycle for Mr. Jewell, whose annual cash incentive is based on a combination of consolidated performance goals and performance goals for the AFS Segment. Mr. Jewell was appointed to President of the Glass Segment on October 18, 2023. However, his fiscal 2024 annual cash incentive metrics did not change as a result of the appointment.

  37. Fiscal 2024 Individual Compensation Actions

    | Fiscal 2024 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 (%) | | Consolidated Adjusted EBIT | 25 | 121.000 | 132.600 | 145.000 | 143.638 | 189.01 | | AFS Segment Net Sales | 25 | 610.800 | 645.800 | 688.800 | 601.736 | — | | AFS Segment Adjusted EBIT | 50 | 74.500 | 78.900 | 86.800 | 70.803 | — |

  38. Fiscal 2024 Individual Compensation Actions

    The following table outlines the performance metrics, weighting and performance levels and actual performance achievement for the fiscal 2024 performance cycle for Mr. Longman, whose annual cash incentive is based on a combination of consolidated performance goals and performance goals for the Glass Segment. Mr. Longman was appointed to President of the AFS Segment on October 18, 2023. However, his fiscal 2024 annual cash incentive metrics did not change as a result of the appointment.

  39. Fiscal 2024 Individual Compensation Actions

    | Fiscal 2024 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 (%) | | Consolidated Adjusted EBIT | 25 | 121.000 | 132.600 | 145.000 | 143.638 | 189.01 | | Glass Segment Net Sales | 25 | 316.600 | 338.000 | 351.500 | 378.449 | 200.00 | | Glass Segment Adjusted EBIT | 50 | 29.200 | 34.000 | 37.200 | 65.783 | 200.00 |

  40. Fiscal 2024 Individual Compensation Actions

    | | Fiscal 2024 Annual Cash Incentive Payouts | | | | | | | | | Performance Goals | | Target Payout Opportunity | | Actual Payout | | | | Name | Metric | Weighting (%) | Percent of Fiscal 2024 Salary (%) | Amount ($) | Percent of Target (%) | Formula Payout Amount ($) | Percent of Fiscal 2024 Salary (%) | | Ty R. Silberhorn | Consolidated Net Sales | 25.0 | 25.00 | 225,000 | 88.38 | 198,900 | 22.10 | | | Consolidated Adjusted EBIT | 75.0 | 75.00 | 675,000 | 189.01 | 1,275,840 | 141.76 | | | | 100.0 | 100.00 | 900,000 | 163.86 | 1,474,740 | 163.86 | | Matthew J. Osberg(1) | Consolidated Net Sales | 25.0 | 15.62 | 98,406 | 88.38 | 87,019 | 13.81 | | | Consolidated Adjusted EBIT | 75.0 | 46.88 | 295,344 | 189.01 | 558,180 | 88.60 | | | | 100.0 | 62.50 | 393,750 | 163.86 | 645,199 | 102.41 | | Nicholas C. Longman | Consolidated Adjusted EBIT | 25.0 | 15.00 | 67,200 | 189.01 | 127,008 | 28.35 | | | Glass Segment Net Sales | 25.0 | 15.00 | 67,200 | 200.00 | 134,400 | 30.00 | | | Glass Segment Adjusted EBIT | 50.0 | 30.00 | 134,400 | 200.00 | 268,800 | 60.00 | | | | 100.0 | 60.00 | 268,800 | 197.25 | 530,208 | 118.35 | | Curtis J. Dobler | Consolidated Net Sales | 25.0 | 15.00 | 62,400 | 88.38 | 55,162 | 13.26 | | | Consolidated Adjusted EBIT | 75.0 | 45.00 | 187,200 | 189.01 | 353,833 | 85.06 | | | | 100.0 | 60.00 | 249,600 | 163.86 | 408,995 | 98.32 | | Brent C. Jewell | Consolidated Adjusted EBIT | 25.0 | 15.00 | 66,450 | 189.01 | 125,591 | 28.35 | | | AFS Segment Net Sales | 25.0 | 15.00 | 66,450 | — | — | — | | | AFS Segment Adjusted EBIT | 50.0 | 30.00 | 132,900 | — | — | — | | | | 100.0 | 60.00 | 265,800 | 47.25 | 125,591 | 28.35 | | Mark R. Augdahl | Glass Segment Net Sales(2) | 12.50 | 1.56 | 4,508 | 150.00 | 6,762 | 2.34 | | | Glass Segment Adjusted EBIT(2) | 37.50 | 4.69 | 13,523 | 150.00 | 20,285 | 7.03 | | | Personal Goals(2) | 50.00 | 6.25 | 18,031 | 150.00 | 27,047 | 9.38 | | | Subtotal(2) | 100.00 | 12.50 | 36,062 | 150.00 | 54,094 | 18.75 | | | Consolidated Net Sales | 25.00 | 9.38 | 31,406 | 88.38 | 27,763 | 8.29 | | | Consolidated Adjusted EBIT | 75.00 | 28.13 | 94,219 | 189.01 | 178,086 | 53.16 | | | Subtotal(3) | 100.00 | 37.50 | 125,625 | 163.86 | 205,849 | 61.45 | | | Total | N/A | 50.00 | 161,687 | 160.40 | 259,943 | 80.20 |

  41. Fiscal 2024 Individual Compensation Actions

    (1)Mr. Osberg's actual payout is prorated based on his partial year of service, beginning on April 28, 2023. (2)Based on Mr. Augdahl's salary for the period Mr. Augdahl was acting as Interim Chief Financial Officer and then Vice President, Finance for the Glass Segment. (3)Based on Mr. Augdahl's salary for the period after which Mr. Augdahl was appointed Chief Accounting Officer. Consolidated and Segment Adjusted EBIT are non-GAAP measures which are further defined on page 37, and reconciled to GAAP operating income in Appendix A to this Proxy Statement. Segment net sales is defined as net sales for a certain segment and includes revenue related to intersegment transactions. 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 2024, our long-term incentive program for our Named Executive Officers (other than Mr. Silberhorn) 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 2024 consisted of 40% time-based restricted stock and 60% as a performance award. Dividends or other distributions (whether cash, stock or otherwise) with respect to the awards will accrue during the three-year vesting or other performance period and will be paid only on the shares earned at the end of the period when shares are issued. Restricted Stock Awards. Each year, the Committee approves a time-based 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 2024.

  42. Fiscal 2024 Individual Compensation Actions

    | Fiscal 2024 Restricted Stock Awards | | | | | | Name | Restricted Stock Awarded (#) | Value of Award ($)(1) | Percentage of Fiscal 2024 Salary (%) | Grant Price ($)(2) | | Ty R. Silberhorn | 22,490 | 990,010 | 110.00 | 44.02 | | Matthew J. Osberg(3) | 25,200 | 1,072,512 | 170.24 | 42.56 | | Nicholas C. Longman(4) | 9,528 | 418,125 | 93.33 | 43.43 - 44.02 | | Curtis J. Dobler | 6,237 | 274,553 | 66.00 | 44.02 | | Brent C. Jewell(4) | 8,842 | 387,927 | 87.57 | 43.43 - 44.02 | | Mark R. Augdahl(5) | 5,945 | 258,141 | 77.06 | 41.75 - 44.02 |

  43. Fiscal 2024 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 annual long-term incentive awards were made on April 19, 2023 for the Named Executive Officers except for Mr. Osberg, and for Mr. Osberg, on his April 28, 2023 hire date. (2)The closing price of our common stock on the Nasdaq Global Select Market on the date of grant. (3)In addition to Mr. Osberg's long-term incentive award described in footnote (1), the Offer Letter also provided for the grant to Mr. Osberg of $600,000 worth of time-based restricted shares of the Company's stock, based on the closing price on Mr. Osberg's April 28, 2023 hire date. (4)In addition to their annual long-term incentive awards described in footnote (1), in connection with the reassignments of Mr. Jewell to President of the Glass Segment, and Mr. Longman to President of the AFS Segment, effective as of October 18, 2023, the Company granted them each 2,200 restricted shares with a grant date fair value of $43.43. Assuming continued employment with the Company, one-half of the restricted shares will vest annually over two years, starting on the one-year anniversary of the appointments. (5)Included in his annual long-term incentive award described in footnote (1), in consideration for his service as our Interim Chief Financial Officer, Mr. Augdahl received a restricted stock award on April 19, 2023 with a grant date fair value of $150,020. The restricted stock award vests over three years in equal annual installments on April 30, 2024; April 30, 2025; and April 30, 2026. In connection with his promotion to Chief Accounting Officer, Mr. Augdahl received a restricted stock award on June 21, 2023 with a grant date fair value of $52,427. The restricted stock award vests over three years in annual installments on June 21, 2024; April 30, 2025; and April 30, 2026. Performance Awards. During fiscal 2022, our Compensation Committee adopted a new long-term incentive plan for our executive officers which includes performance awards with a three-year performance period. The Compensation Committee issues 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 Compensation Committee awarded performance awards with a three-year performance period of fiscal 2024 – 2026 to the Named Executive Officers. All performance awards were granted under the 2019 Stock Incentive Plan. The performance metric for the awards is average Adjusted ROIC over the three-year performance period, with a target average Adjusted ROIC of 14.64%. 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 2024 – 2026 performance awards.

  44. Fiscal 2024 Individual Compensation Actions

    | Fiscal 2024 – 2026 Performance Award Payout Ranges(1) | | | | | | | | | Threshold Payout(2) | | Target Payout(3) | | Maximum Payout(4) | | | Name | Award Amount ($) | As a Percentage of Fiscal 2024 Salary (%) | Award Amount ($) | As a Percentage of Fiscal 2024 Salary (%) | Award Amount ($) | As a Percentage of Fiscal 2024 Salary (%) | | Ty R. Silberhorn | 742,515 | 82.50 | 1,484,985 | 165.00 | 2,969,971 | 330.00 | | Matthew J. Osberg | 236,272 | 37.50 | 472,501 | 75.00 | 945,001 | 150.00 | | Nicholas C. Longman | 134,419 | 30.00 | 268,793 | 60.00 | 537,586 | 120.00 | | Curtis J. Dobler | 124,820 | 30.00 | 249,597 | 60.00 | 499,193 | 120.00 | | Brent C. Jewell | 132,920 | 30.00 | 265,796 | 60.00 | 531,593 | 120.00 | | Mark R. Augdahl | 47,132 | 14.07 | 94,219 | 28.13 | 188,438 | 56.25 |

  45. Fiscal 2024 Individual Compensation Actions

    ___________________________ (1)All award amounts reflected in the table are for the performance period of fiscal 2024 through 2026. The value of the awards reflects the number of shares granted at the performance level multiplied by the closing price of a share of our common stock on the Nasdaq Global Select Market on the date of grant plus the amount of cash. (2)Assumes threshold performance level is achieved for the performance goal. (3)Assumes target performance level is achieved for the performance goal. (4)Assumes maximum performance level is achieved for the performance goal. Fiscal 2022 – 2024 Performance Award Payouts. Performance awards having a three-year performance period through the end of fiscal 2024 were settled 50% in shares and 50% in cash. The performance metric for the awards was average Adjusted ROIC over the three-year performance period, with a target average Adjusted ROIC of 10.33. The following table outlines the threshold, target and maximum for these performance awards, as well as actual performance and the percentage of the performance awards achieved. Performance was above the maximum level for the three-year performance period.

  46. Fiscal 2024 Individual Compensation Actions

    | Fiscal 2022 – 2024 Performance Goals | | | | | | | | Performance Metric | Weight (%) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance (%) | Percentage Performance Achieved (%) | | Average Adjusted ROIC | 100.00 | 8.40 | 10.33 | 11.00 | 11.80 | 200.00 |

  47. Fiscal 2024 Individual Compensation Actions

    | Fiscal 2022 – 2024 Performance Share Payout | | | | | | Name | Target Level of Shares (#) | Additional Shares Issued (#) | Total Performance Share Payout (#)(1) | Market Value of Total Performance Share Payout ($)(2) | | Ty R. Silberhorn | 17,286 | 17,286 | 34,572 | 2,003,447 | | Matthew J. Osberg(3) | N/A | N/A | N/A | N/A | | Nicholas C. Longman | 2,372 | 2,372 | 4,744 | 274,915 | | Curtis J. Dobler | 3,397 | 3,397 | 6,794 | 393,712 | | Brent C. Jewell | 3,630 | 3,630 | 7,260 | 420,717 | | Mark R. Augdahl(4) | N/A | N/A | N/A | N/A |

  48. Fiscal 2024 Individual Compensation Actions

    | Fiscal 2022 – 2024 Performance Cash Payout | | | | | Name | Target Level ($) | Additional Amount Earned ($) | Total Performance Cash Payout ($)(1) | | Ty R. Silberhorn | 600,000 | 600,000 | 1,200,000 | | Matthew J. Osberg(2) | N/A | N/A | N/A | | Nicholas C. Longman | 90,000 | 90,000 | 180,000 | | Curtis J. Dobler | 117,900 | 117,900 | 235,800 | | Brent C. Jewell | 126,000 | 126,000 | 252,000 | | Mark R. Augdahl(3) | N/A | N/A | N/A |

  49. Fiscal 2024 Individual Compensation Actions

    (1)Equals the sum of the "Target Level" and "Additional Amount Earned" columns. (2)Mr. Osberg was not employed by the Company until April 28, 2023, and therefore, did not receive a fiscal 2022 – 2024 performance award. (3)Mr. Augdahl was not an executive officer, and therefore did not receive a fiscal 2022 – 2024 performance award. Other Benefit Programs. Our executive officers receive the same health and welfare benefits as those offered to all other full-time employees, with the exception of enhanced long-term disability benefits being offered to our executive officers. Additionally, our executive officers may participate in our voluntary non-qualified deferred compensation plan, as described under the heading “Non-Qualified Deferred Compensation” beginning on page 64. We have entered into change-in-control severance agreements with each of our Named Executive Officers. See “Change-in-Control Severance Agreements” beginning on page 68 and “Payments Upon Termination and Change-in-Control” beginning on page 69 for more information on these arrangements. In order to maintain market-competitive benefits and to encourage our Named Executive Officers to focus on their roles at the Company, we provide a limited number of perquisites, including the reimbursement of financial and estate planning fees of up to $2,000 annually, enhanced long-term disability benefits, payment of relocation expenses, reimbursement of annual executive health physical costs up to $3,000 annually and reimbursement of spousal travel expenses for certain Company events. We do not provide tax reimbursement or tax “gross-ups” on any perquisites. Silberhorn Employment Agreement. In connection with his assumption of the Chief Executive Officer role, Mr. Silberhorn entered into an Employment Agreement (the “Employment Agreement”) with the Company effective as of January 4, 2021 (the “Commencement Date”). The Employment Agreement had a three-year term, ending on January 4, 2024 (the “Term”).

  50. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation for fiscal 2024, 2023 and 2022 awarded to our Named Executive Officers.

  51. Summary Compensation Table

    | Summary Compensation Table | | | | | | | | | | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compen-sation ($)(2) | Change in Pension Value and Non-Qualified Deferred Compen-sation Earnings ($)(3) | All Other Compen- sation ($)(4) | Total ($) | | Ty R. Silberhorn | 2024 | 909,231 | — | 1,732,495 | 2,674,740 | — | 181,931 | 5,498,397 | | Chief Executive Officer and President | 2023 | 834,616 | — | 1,469,984 | 1,651,776 | — | 74,153 | 4,030,529 | | | 2022 | 800,000 | 100,000(7) | 1,399,993 | 826,720 | — | 72,935 | 3,199,648 | | Matthew J. Osberg(5) | 2024 | 535,500 | 150,000(8) | 1,308,763 | 645,199 | — | 35,855 | 2,675,317 | | Executive Vice President and Chief Financial Officer | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Nicholas C. Longman | 2024 | 453,789 | — | 552,518 | 710,208 | — | 40,042 | 1,756,557 | | President Architectural Framing Systems Segment | 2023 | 423,365 | — | 397,089 | 458,905 | — | 19,248 | 1,298,607 | | | 2022 | 370,289 | — | 382,504 | 372,083 | — | 21,574 | 1,146,450 | | Curtis J. Dobler | 2024 | 422,250 | — | 399,350 | 644,795 | — | 47,672 | 1,514,067 | | Executive Vice President, and Chief Human Resources Officer | 2023 | 401,654 | — | 374,802 | 475,476 | — | 26,148 | 1,278,080 | | | 2022 | 391,923 | — | 377,298 | 243,676 | — | 20,260 | 1,033,157 | | Brent C. Jewell | 2024 | 449,231 | — | 520,823 | 377,591 | — | 46,924 | 1,394,569 | | President Architectural Glass Segment | 2023 | 425,192 | — | 357,817 | 511,200 | — | 24,435 | 1,318,644 | | | 2022 | 418,654 | — | 428,391 | 146,084 | — | 25,511 | 1,018,640 | | Mark R. Augdahl(6) | 2024 | 323,106 | — | 305,252(9) | 259,943 | 25,890 | 21,000 | 935,191 | | Chief Accounting Officer Interim Chief Financial Officer | 2023 | 277,391 | 250,000(9) | 54,075 | 193,453 | 2,230 | 12,981 | 790,130 | | | 2022 | — | — | — | — | — | — | — |

  52. Summary Compensation Table

    ___________________________ (1)The amounts shown in this column represent the grant date fair value of the restricted stock awards granted in fiscal 2024, 2023 and 2022. 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 2024 Audited Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 2, 2024, for assumptions made in the valuation. The amounts for fiscal 2024 also include the grant date fair value of the target payout amounts for the unit-based portion of the fiscal 2024 – 2026 performance awards as follows: Mr. Silberhorn, $742,485; Mr. Osberg, $236,251; Mr. Longman, $134,393; Mr. Dobler, $124,797; Mr. Jewell, $132,896; and Mr. Augdahl, $47,110. The maximum payout amounts for the unit-based portion of the fiscal 2024 – 2026 performance awards are as follows: Mr. Silberhorn, $1,484,971; Mr. Osberg, $472,501; Mr. Longman, $268,786; Mr. Dobler, $249,593; Mr. Jewell, $265,793; and Mr. Augdahl, $94,220. Further information regarding the fiscal 2024 awards is included in the “Fiscal 2024 Grants of Plan-Based Awards” table beginning on page 58 and “Outstanding Equity Awards at Fiscal 2024 Year-End” table on beginning on page 60. (2)The amounts in this column represent the amounts earned pursuant to the formula established for the fiscal 2024 annual cash incentive awards and the cash payout from the fiscal 2022 – 2024 performance awards. (3)The amount in this column represents “above-market” earnings on non-qualified deferred compensation during fiscal 2024 in excess of 4.50%, 120% of the applicable federal rate compounded annually. During fiscal 2024, the interest paid on amounts deferred for plan years beginning prior to January 1, 2010 pursuant to our Legacy Deferred Compensation Plan was 13.48%. (4)The following table shows each component of the “All Other Compensation” column for each of our Named Executive Officers for fiscal 2024.

  53. 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 | 19,849 | 162,082 | 181,931 | | Matthew J. Osberg | 11,411 | 24,444 | 35,855 | | Nicholas C. Longman | 13,690 | 26,352 | 40,042 | | Curtis J. Dobler | 17,585 | 30,087 | 47,672 | | Brent C. Jewell | 14,027 | 32,897 | 46,924 | | Mark R. Augdahl | 13,849 | 7,151 | 21,000 |

  54. Summary Compensation Table

    ___________________________ (a)Includes the amounts we set aside or accrued during fiscal 2024 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.

  55. Summary Compensation Table

    | Name | 401(k) Retirement Plan Matching Contributions ($) | Employee Stock Purchase Plan 15% Matching Contributions ($) | Total Company Matching Contributions ($) | | Ty R. Silberhorn | 16,073 | 3,776 | 19,849 | | Matthew J. Osberg | 11,411 | — | 11,411 | | Nicholas C. Longman | 13,690 | — | 13,690 | | Curtis J. Dobler | 13,610 | 3,975 | 17,585 | | Brent C. Jewell | 14,027 | — | 14,027 | | Mark R. Augdahl | 13,849 | — | 13,849 |

  56. Summary Compensation Table

    (b)Includes dividends accrued on unvested restricted stock, pursuant to our 2019 Stock Incentive Plan and dividends paid on Fiscal 2022 – Fiscal 2024 performance share awards. (5)Mr. Osberg joined our Company on April 28, 2023. (6)Mr. Augdahl was not a Named Executive Officer in fiscal 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)Consists of a cash bonus paid to Mr. Osberg pursuant to the terms of his Offer Letter on the first payroll date after his hire date. (9)In consideration for Mr. Augdahl's 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 time-based restricted stock award with a grant date fair value of $150,020 (included in fiscal 2024 compensation).

  57. 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 2024: (i) estimated possible payouts for fiscal 2024 annual cash incentive awards; (ii) the grant date value of the restricted stock awards; and (iii) estimated possible payouts for the fiscal 2024 – 2026 performance awards.

  58. Grants of Plan-Based Awards

    | Fiscal 2024 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 2024 annual cash incentive | 4/19/2023 | 112,500 | 900,000 | 1,800,000 | — | — | — | — | — | | | Restricted stock | 4/19/2023 | — | — | — | — | — | — | 22,490 | 990,010 | | | Fiscal 2024 - 2026 performance award | 4/19/2023 | 371,250 | 742,500 | 1,485,000 | 8,434 | 16,867 | 33,734 | — | 742,485 | | | Matthew J. Osberg | | | | | | | | | | | | Fiscal 2024 annual cash incentive | 4/28/2023 | 49,203 | 393,750 | 787,500 | — | — | — | — | — | | | Restricted stock - new hire | 4/28/2023 | — | — | — | — | — | — | 14,098 | 600,011 | | | Restricted stock | 4/28/2023 | — | — | — | — | — | — | 11,102 | 472,501 | | | Fiscal 2024 - 2026 performance award | 4/28/2023 | 118,125 | 236,250 | 472,500 | 2,776 | 5,551 | 11,102 | — | | 236,251 | | Nicholas C. Longman | | | | | | | | | | | | Fiscal 2024 annual cash incentive | 4/19/2023 | 33,600 | 268,800 | 537,600 | — | — | — | — | — | | | Restricted stock | 4/19/2023 | — | — | — | — | — | — | 7,328 | 322,579 | | | Restricted stock - reassignment | 10/18/2023 | — | — | — | — | — | — | 2,200 | 95,546 | | | Fiscal 2024 - 2026 performance award | 4/19/2023 | 67,200 | 134,400 | 268,800 | 1,527 | 3,053 | 6,106 | — | 134,393 | | | Curtis J. Dobler | | | | | | | | | | | | Fiscal 2024 annual cash incentive | 4/19/2023 | 31,200 | 249,600 | 499,200 | — | — | — | — | — | | | Restricted stock | 4/19/2023 | — | — | — | — | — | — | 6,237 | 274,553 | | | Fiscal 2024 - 2026 performance award | 4/19/2023 | 62,400 | 124,800 | 249,600 | 1,418 | 2,835 | 5,670 | — | 124,797 | |

  59. Grants of Plan-Based Awards

    | Fiscal 2024 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 (#) | | | | Brent C. Jewell | | | | | | | | | | | Fiscal 2024 annual cash incentive | 4/19/2023 | 33,225 | 265,800 | 531,600 | — | — | — | — | — | | Restricted stock | 4/19/2023 | — | — | — | — | — | — | 6,642 | 292,381 | | Restricted stock - reassignment | 10/18/2023 | — | — | — | — | — | — | 2,200 | 95,546 | | Fiscal 2024 - 2026 performance award | 4/19/2023 | 66,450 | 132,900 | 265,800 | 1,510 | 3,019 | 6,038 | — | 132,896 | | Mark R. Augdahl | | | | | | | | | | | Fiscal 2024 annual cash incentive | 4/19/2023 | 17,957 | 161,687 | 305,343 | — | — | — | — | — | | Restricted stock | 4/12/2023 | — | — | — | — | — | — | 1,334 | 55,695 | | Restricted stock - Interim CFO award | 4/19/2023 | — | — | — | — | — | — | 3,408 | 150,020 | | Restricted stock - CAO promotion | 6/21/2023 | — | — | — | — | — | — | 1,203 | 52,427 | | Fiscal 2024 - 2026 performance award | 6/21/2023 | 23,555 | 47,109 | 94,218 | 541 | 1,081 | 2,162 | — | 47,110 |

  60. Grants of Plan-Based Awards

    (1)These columns show the range of possible payouts under the fiscal 2024 annual cash incentive awards and the cash portion of the fiscal 2024 – 2026 performance awards. See “Annual Cash Incentive Compensation” beginning on page 46 and “Performance Awards” beginning on page 51. (2)These columns show the threshold, target and maximum level of shares to be earned under the performance share unit portion of the fiscal 2024 – 2026 performance awards. See “Performance Awards” beginning on page 51. (3)This column shows the restricted stock awards made under the long-term incentive program on April 19, 2023, except for Mr. Osberg, whose award was granted April 28, 2023. For Mr. Osberg, this column also shows his new hire grant of time-based restricted stock on April 28, 2023. For Mr. Jewell and Mr. Longman, this column also shows their reassignment grants of time-based restricted stock on October 18, 2023. For Mr. Augdahl, this column also shows his Interim Chief Financial Officer bonus and time-based restricted stock award related to his promotion to Chief Accounting Officer. See “Restricted Stock Awards” beginning on page 50. (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 $41.75 on the grant date of April 12, 2023; $44.02 on the grant date of April 19, 2023; $42.56 on the grant date of April 28, 2023; $43.58 on the grant date of June 21, 2023; and $43.43 on the grant date of October 18, 2023. 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 66.

  61. 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 March 2, 2024, the last day of fiscal 2024.

  62. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards at Fiscal 2024 Year-End | | | | | | | | Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Ty R. Silberhorn | — | — | | 34,572(3) | 1,973,715 | | | — | — | | 26,310(4) | 1,502,038 | | | — | — | | 33,734(5) | 1,925,874 | | | 29,354(6) | 1,675,820 | | — | — | | | 7,683(7) | | 438,622 | — | — | | | 11,693(9) | | 667,553 | — | — | | | 22,490(10) | 1,283,954 | | — | — | | Matthew J. Osberg | — | — | | 11,102(5) | 633,813 | | | 14,098(11) | 804,855 | | — | — | | | 11,102(12) | 633,813 | | — | — | | Nicholas C. Longman | — | — | | 4,744(3) | 270,835 | | | — | — | | 5,218(4) | 297,896 | | | — | — | | 6,106(5) | 348,592 | | | 1,538(8) | 87,804 | | — | — | | | 3,653(13) | 208,550 | | — | — | | | 7,328(10) | 418,356 | | — | — | | | 2,200(14) | 125,598 | | — | — | | Curtis J. Dobler | — | — | | 6,794(3) | 387,869 | | | — | — | | 4,926(4) | 281,225 | | | — | — | | 5,670(5) | 323,700 | | | 2,491(7) | 142,211 | | — | — | | | 3,448(13) | 196,846 | | — | — | | | 6,237(10) | 356,070 | | — | — |

  63. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards at Fiscal 2024 Year-End | | | | | | | | Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Brent C. Jewell | — | — | | 7,260(3) | 414,473 | | | — | — | | 5,206(4) | 297,211 | | | — | — | | 6,038(5) | 344,709 | | | 2,904(7) | 165,789 | | — | — | | | 3,124(13) | 178,349 | | — | — | | | 6,642(10) | 379,192 | | — | — | | | 2,200(14) | 125,598 | | — | — | | Mark R. Augdahl | — | — | | 2,162(5) | 123,429 | | | 504(15) | | 28,773 | — | — | | | 782(16) | | 44,644 | — | — | | | 1,334(17) | 76,158 | | — | — | | | 3,408(10) | 194,563 | | — | — | | | 1,203(18) | 68,679 | | — | — |

  64. Outstanding Equity Awards at Fiscal Year-End

    (1)The market value is calculated by multiplying $57.09, the closing price of our common stock on the Nasdaq Global Select Market on March 1, 2024, the last trading day of fiscal 2024, 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 March 2, 2024, the last day of fiscal 2024. (2)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 51. (3)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 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.

  65. 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 | | Matthew J. Osberg | Fiscal 2022 - 2024 | — | — | — | | Nicholas C. Longman | Fiscal 2022 - 2024 | 1,186 | 2,372 | 4,744 | | Curtis J. Dobler | Fiscal 2022 - 2024 | 1,699 | 3,397 | 6,794 | | Brent C. Jewell | Fiscal 2022 - 2024 | 1,815 | 3,630 | 7,260 | | Mark R. Augdahl | Fiscal 2022 - 2024 | — | — | — |

  66. Outstanding Equity Awards at Fiscal Year-End

    (4)Represents the performance share unit portion of performance awards made on April 21, 2022 for Mr. Silberhorn, and on April 20, 2022 for Messrs. Longman, Dobler and Jewell, 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.

  67. 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 | | Matthew J. Osberg | Fiscal 2023 - 2025 | — | — | — | | Nicholas C. Longman | Fiscal 2023 - 2025 | 1,305 | 2,609 | 5,218 | | Curtis J. Dobler | Fiscal 2023 - 2025 | 1,232 | 2,463 | 4,926 | | Brent C. Jewell | Fiscal 2023 - 2025 | 1,302 | 2,603 | 5,206 | | Mark R. Augdahl | Fiscal 2023 - 2025 | — | — | — |

  68. Outstanding Equity Awards at Fiscal Year-End

    (5)Represents the performance share unit portion of performance awards made on April 19, 2023 for Messrs. Silberhorn, Longman, Dobler and Jewell; April 28, 2023 for Mr. Osberg; and June 21, 2023 for Mr. Augdahl, for the three-year performance period beginning on the first day of fiscal 2024 and ending on the last day of fiscal 2026, 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.

  69. Outstanding Equity Awards at Fiscal Year-End

    | | | Estimated Future Payouts Based On Performance Level | | | | Name | Performance Period | Threshold (#) | Target (#) | Maximum (#) | | Ty R. Silberhorn | Fiscal 2024 - 2026 | 8,434 | 16,867 | 33,734 | | Matthew J. Osberg | Fiscal 2024 - 2026 | 2,776 | 5,551 | 11,102 | | Nicholas C. Longman | Fiscal 2024 - 2026 | 1,527 | 3,053 | 6,106 | | Curtis J. Dobler | Fiscal 2024 - 2026 | 1,418 | 2,835 | 5,670 | | Brent C. Jewell | Fiscal 2024 - 2026 | 1,510 | 3,019 | 6,038 | | Mark R. Augdahl | Fiscal 2024 - 2026 | 541 | 1,081 | 2,162 |

  70. 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 annual installments commencing on April 30, 2022. (8)Represents an unvested restricted stock award granted on June 14, 2021, which vests in three annual installments commencing on June 14, 2022. (9)Represents an unvested restricted stock award granted on April 21, 2022, which vests in three annual installments commencing on April 30, 2023. (10)Represents an unvested restricted stock award granted on April 19, 2023, which vests in three annual installments commencing on April 30, 2024. (11)Represents an unvested restricted stock award granted on April 28, 2023, which vests in two annual installments commencing on April 28, 2024. (12)Represents an unvested restricted stock award granted on April 28, 2023, which vests in three annual installments commencing on April 30, 2024. (13)Represents an unvested restricted stock award granted on April 20, 2022, which vests in three annual installments commencing on April 30, 2023. (14)Represents an unvested restricted stock award granted on October 18, 2023, which vests in two annual installments commencing on October 18, 2024. (15)Represents an unvested restricted stock award granted on July 19, 2021, which vests in three annual installments commencing on July 19, 2022. (16)Represents an unvested restricted stock award granted on April 22, 2022, which vests in three annual installments commencing on April 30, 2023. (17)Represents an unvested restricted stock award granted on April 12, 2023, which vests in three annual installments commencing on April 30, 2024. (18)Represents an unvested restricted stock award granted on June 21, 2023, which vests in three annual installments on June 21, 2024; April 30, 2025; and April 30, 2026.

  71. 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 2024 for each of our Named Executive Officers.

  72. Option Exercises and Stock Vested

    | Fiscal 2024 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 | — | — | 13,529 | 575,794 | | Matthew J. Osberg | — | — | — | — | | Nicholas C. Longman | — | — | 3,366 | 142,734 | | Curtis J. Dobler | 5,880 | 279,124 | 8,882 | 378,018 | | Brent C. Jewell | 6,255 | 297,488 | 11,133 | 473,820 | | Mark R. Augdahl | — | — | 1,662 | 76,602 |

  73. 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 2024. (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.

  74. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  75. 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 2024 and deferred under our Deferred Compensation Plan.

  76. Non-Qualified Deferred Compensation Table

    | Fiscal 2024 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 | — | — | — | — | — | | Matthew J. Osberg | Deferred Compensation | — | — | — | — | — | | Nicholas C. Longman | Deferred Compensation | 718,131(3) | — | — | — | 1,887,380 | | | Legacy Deferred Compensation | — | — | — | — | — | | Curtis J. Dobler | Deferred Compensation | — | — | — | — | — | | | Legacy Deferred Compensation | — | — | — | — | — | | Brent C. Jewell | Deferred Compensation | — | — | — | — | — | | | Legacy Deferred Compensation | — | — | — | — | — | | Mark R. Augdahl | Deferred Compensation | 259,943(2) | — | — | 10,257 | 666,896 | | | Legacy Deferred Compensation | — | — | 25,890 | — | 292,836 |

  77. Non-Qualified Deferred Compensation Table

    (1)Pursuant to SEC rules, all earnings on non-qualified deferred compensation during fiscal 2024 in excess of 4.50%, 120% of the applicable federal rate compounded annually, have been deemed “above-market earnings.” During fiscal 2024, the interest paid on amounts deferred for plan years beginning prior to January 1, 2010 pursuant to our Legacy Deferred Compensation Plan was 13.48%. 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 56. (2)The amount reported for Mr. Augdahl is reported in the “Summary Compensation Table” beginning on page 56 for fiscal 2024 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 56, 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 56 in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for fiscal 2024, 2023 and 2022.

  78. 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.

  79. 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 Retention Grant 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 March 1, 2024, the last trading day of fiscal 2024. 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 2024. The actual amounts to be paid can only be determined at the actual time of a Named Executive Officer’s termination of employment.

  80. 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. | Cash Severance Payment | — | | — | —(1) | 3,600,000(1) | | Silberhorn | Health Insurance Benefits | — | | — | — | 36,845 | | | Reimbursement of Legal Costs | — | | — | —(3) | —(3) | | | Acceleration of Vesting | | | | | | | | Restricted Stock | 4,065,950 | (4) | 4,065,950(4) | 1,675,820(4) | 4,065,950(4) | | | Performance Awards | — | (5) | —(5) | — | 4,673,313(6) | | | Disability Payments | 270,000 | (7) | — | — | — | | | Total | 4,335,950 | | 4,065,950 | 1,675,820 | 12,376,108 | | Matthew J. | Cash Severance Payment | — | | — | — | 2,205,000(1) | | Osberg | Health Insurance Benefits | — | | — | — | 36,845 | | | Reimbursement of Legal Costs | — | | — | — | —(3) | | | Acceleration of Vesting | | | | | | | | Restricted Stock | 1,438,668 | (4) | 1,438,668(4) | — | 1,438,668(4) | | | Performance Awards | — | (5) | —(5) | — | 553,156(6) | | | Disability Payments | 229,500 | (7) | — | — | — | | | Total | 1,668,168 | | 1,438,668 | — | 4,233,669 | | Nicholas C. | Cash Severance Payment | — | | — | — | 1,433,600(1) | | Longman | Health Insurance Benefits | — | | — | — | 47,188 | | | Reimbursement of Legal Costs | — | | — | — | —(3) | | | Acceleration of Vesting | | | | | | | | Restricted Stock | 840,308 | (4) | 840,308(4) | — | 840,308(4) | | | Performance Awards | — | (5) | —(5) | — | 811,161(6) | | | Disability Payments | 202,200 | (7) | — | — | — | | | Total | 1,042,508 | | 840,308 | — | 3,132,257 | | Curtis J. | Cash Severance Payment | — | | — | — | 1,331,200(1) | | Dobler | Health Insurance Benefits | — | | — | — | 43,640 | | | Reimbursement of Legal Costs | — | | — | — | —(3) | | | Acceleration of Vesting | | | | | | | | Restricted Stock | 695,128 | (4) | 695,128(4) | — | 695,128(4) | | | Performance Awards | — | (5) | —(5) | — | 859,998(6) | | | Disability Payments | 197,400 | (7) | — | — | — | | | Total | | 892,528 | 695,128 | — | 2,929,966 | | Brent C. | Cash Severance Payment | — | | — | — | 1,417,600(1) | | Jewell | Health Insurance Benefits | — | | — | — | 36,845 | | | Reimbursement of Legal Costs | — | | — | — | —(3) | | | Acceleration of Vesting | | | | | | | | Restricted Stock | 848,928 | (4) | 848,928(4) | — | 848,928(4) | | | Performance Awards | — | (5) | —(5) | — | 914,897(6) | | | Disability Payments | 201,450 | (7) | — | — | — | | | Total | 1,050,378 | | 848,928 | — | 3,218,270 | | Mark R. | Cash Severance Payment | — | | — | — | 502,500(2) | | Augdahl | Health Insurance Benefits | — | | — | — | 7,712 | | | Reimbursement of Legal Costs | — | | — | — | —(3) | | | Acceleration of Vesting | | | | | | | | Restricted Stock | 412,818 | (4) | 412,818(4) | — | 412,818(4) | | | Performance Awards | — | (5) | —(5) | — | 108,823(6) | | | Disability Payments | 185,250 | (7) | — | — | — | | | Total | 598,068 | | 412,818 | — | 1,031,853 |

  81. Payments Upon Termination or Change-in-Control

    (1)Equals the sum of (a) two times their annual base salary as of March 2, 2024, and (b) two times their fiscal 2024 annual cash incentive award at target level performance, payable in a lump sum. (2)Equals the sum of (a) one times Mr. Augdahl's annual base salary as of March 2, 2024, and (b) one times Mr. Augdahl's fiscal 2024 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. (4)Includes restricted stock awards, which would vest upon an assumed occurrence on March 1, 2024, of one of the specified events. The amount in this table represents such aggregate number of shares multiplied by $57.09, the closing price of our common stock on the Nasdaq Global Select Market on March 1, 2024, the last trading day of fiscal 2024. (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 $57.09, the closing price of our common stock on the Nasdaq Global Select Market on March 1, 2024, the last trading day of fiscal 2024, assuming the performance period ended on the date of the Change-in-Control of Apogee, as adjusted for the truncated performance period. (7)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 Named Executive Officer.

  82. 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 March 2, 2024, 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 56 of this Proxy Statement, was $5,498,397. 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 94 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, 2023, our employee population consisted of 4,728 individuals (including full-time and part-time employees, other than our Chief Executive Officer, who were employed on December 31, 2023) working at the Company together with our consolidated subsidiaries. Of these individuals, 4,036 were located in the U.S. and U.S. territories, and 692 were from our subsidiaries in Canada and Brazil. We chose to exclude all 191 of our employees from our Brazil subsidiary, which consists of 4.04% 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 4,537 members. Our adjusted employee population consisted of 4,036 employees in the U.S. and 501 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, 2023. 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 2023, 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, 2023, 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 2023, which was U.S. dollars to Canadian dollars – 1.3494 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" beginning on page 56 disclosed above. The annual total compensation for our median employee for fiscal 2024 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" beginning on page 56, of $5,498,397. The elements included in the Chief Executive Officer’s total compensation are discussed above in the footnotes to the "Summary Compensation Table" beginning on page 56.

  83. Pay Versus Performance

    Pay Versus Performance

  84. 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 four most recent fiscal years: •total compensation, as calculated in the "Summary Compensation Table" beginning on page 56, 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 Statement.

  85. Pay Versus Performance Table

    | Fiscal Year | Ty R. Silberhorn(1) | | Joseph F. Puishys(2) | | Average Summary Compen- sation Table Total for Non-PEO NEOs ($)(3) | | Average Compen-sation Actually Paid to Non-PEO NEOs ($)(3)(4) | Value of Initial Fixed $100 Investment Based on | | | Net Income(8) | Consolid-ated Adjusted EBIT(9) | | | Summary Compen-sation Table Total for Current PEO ($) | Compen- sation Actually Paid to Current PEO ($)(4) | Summary Compen-sation Table Total for Former PEO ($) | Compen-sation Actually Paid to Former PEO ($)(4) | | | | Total Shareholder Return ($)(5) | New Peer Group Total Shareholder Return ($)(6) | Current Peer Group Total Shareholder Return ($)(7) | ($ in '000s) | ($ in '000s) | | 2024 | 5,498,397 | 8,575,259 | — | — | 1,655,140 | | 2,188,390 | 207.19 | 195.04 | 147.87 | 99,613 | 143,638 | | 2023 | 4,030,529 | 5,040,544 | — | — | 1,103,978 | | 806,179 | 162.99 | 158.76 | 133.20 | 104,107 | 124,281 | | 2022 | 3,199,648 | 4,021,469 | — | — | 1,162,101 | | 1,433,330 | 158.44 | 146.23 | 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 | 143.70 | 146.85 | 15,436 | 88,614 |

  86. 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:

  87. Pay Versus Performance Table

    | 2024 | 2023 | 2022 | 2021 | | Matthew J. Osberg | Mark R. Augdahl | Nisheet Gupta | Nisheet Gupta | | Nicholas C. Longman | Curtis J. Dobler | Curtis J. Dobler | Curtis J. Dobler | | Curtis J. Dobler | Brent C. Jewell | Brent C. Jewell | Gregory J. Sachs | | Brent C. Jewell | Nicholas C. Longman | Troy R. Johnson | Maureen A. Hayes | | Mark R. Augdahl | Nisheet Gupta | | Brent C. Jewell |

  88. Pay Versus Performance Table

    (4)The table below sets forth the amounts deducted from and added to the "Summary Compensation Table" beginning on page 56 total compensation to calculate CAP to Mr. Silberhorn and Mr. Puishys average CAP to the Non-PEOs.

  89. Pay Versus Performance Table

    | | 2024 | | | 2023 | | | 2022 | | 2021 | | | | | Current PEO ($) | Former PEO ($) | Average of Non-PEO NEOs ($) | Current PEO ($) | Former PEO ($) | Average of Non-PEO NEOs ($) | Current PEO ($) | Average of Non-PEO NEOs ($) | Current PEO ($) | Former PEO ($) | Average of Non-PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 5,498,397 | — | 1,655,140 | 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 | (1,732,495) | — | (617,341) | (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 | 3,209,828 | — | 991,425 | 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 | 1,586,202 | — | 165,718 | 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 | (44,916) | — | (15,559) | (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 | 58,243 | — | 9,007 | 46,720 | — | 5,093 | 14,175 | 3,257 | — | — | — | | Compensation Actually Paid | 8,575,259 | — | 2,188,390 | 5,040,544 | — | 806,179 | 4,021,469 | 1,433,330 | 2,067,075 | 6,149,762 | 1,437,708 |

  90. 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 new peer group used in this Pay Versus Performance table is the S&P 600 Industrials Index, which is the same industry index the Company uses for purposes of the stock performance graph in our 2024 Annual Report on Form 10-K. Effective as of February 26, 2023, the Company changed industry indexes from the S&P SmallCap 600 Growth Index to the S&P 600 Industrials Index. We believe that the S&P Industrials Index is the best available published industry index, composed of companies with similar market capitalization and a mix of GICS classifications that reasonably reflect our diverse business activities, although most of the direct competitors in our various business units are either privately owned or are divisions of larger, publicly owned companies. (7)The current peer group used in the Fiscal 2023 Pay Versus Performance table is the S&P SmallCap 600 Growth Index. (8)Fiscal 2023 Net Income was incorrectly reported as $87,900,000 in the Pay Versus Performance table of our 2023 Proxy Statement. In this Proxy Statement, Fiscal 2023 Net Income has been updated to match the Company's 2023 Annual Report on Form 10-K. (9)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 2024 to our performance is Adjusted EBIT, a non-GAAP measure which is further defined on page 37, and in Appendix A to this Proxy Statement.