DEF 14A of Azz Inc, May 30, 2023

DEF 14A of Azz Inc

Filed May 30, 2023 · FY20230001104659-23-065609

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name | Age | Director Since | Independent | Other Public Company Boards | Primary Occupation | | Daniel E. Berce | 69 | 2000 | | 2 | President and Chief Executive Officer, General Motors Financial Company | | Paul Eisman | 67 | 2016 | | — | Former President and Chief Executive Officer, Alon USA Energy, Inc. | | Daniel R. Feehan | 72 | 2000 | | 2 | Chairman of the Board, FirstCash, Inc. | | Thomas E. Ferguson | 66 | 2013 | | — | President and Chief Executive Officer, AZZ Inc. | | Clive A. Grannum | 57 | 2021 | | — | President, Performance Materials, Materion Corporation | | Carol R. Jackson | 51 | 2021 | | 1 | Former President, Chief Executive Officer and Chairman of the Board, HarbisonWalker International | | David M. Kaden | 39 | 2022 | | — | Managing Director, Blackstone Tactical Opportunities Group | | Venita McCellon-Allen | 63 | 2016 | | — | Former President and Chief Operating Officer, Southwestern Electric Power Company | | Ed McGough | 62 | 2017 | | — | Senior Vice President, Global Manufacturing and Technical Operations, Alcon, Inc. | | Steven R. Purvis | 58 | 2015 | | — | Former Trustee and Portfolio Manager, Luther King Capital Management |

  3. Key Statistics about our Director Nominees

    Key Statistics about our Director Nominees As of FY2023 our Board Members had an Effective Mix of Diversity, Experience and Fresh Perspective

  4. Key Statistics about our Director Nominees

    | 2 | 2023 Proxy Statement |

  5. Key Statistics about our Director Nominees

    | HOW WE THINK ABOUT BOARD REFRESHMENT | Mandatory Retirement Age of 75 | Three new highly qualified Directors have joined AZZ’s Board over the past two years. | The Average tenure of our Directors is 8.8 years. |

  6. Fiscal Year 2023 Total Direct Compensation Mix

    Fiscal Year 2023 Total Direct Compensation Mix Our Bylaws, as amended and restated, provide that the Board of Directors will consist of up to 12 members, each serving a one-year term. The number of directors is currently fixed at 10. All of the current members of the Board are standing for re-election at the Annual Meeting. Our Nominating and Corporate Governance Committee has determined that our current Board of Directors’ composition of ten directors is sufficient from a governance perspective. Proxies cannot be voted for a greater number of nominees than the number of nominees named herein. Our Bylaws require that, in an uncontested election, each director will be elected by a majority of the votes cast. If a nominee in an uncontested election does not receive a majority of the votes cast, he or she is required to promptly tender a resignation to the Board of Directors that is subject to acceptance or rejection by the Board of Directors within 90 days from the date of the certification of the election results. In the event an election of directors is contested, the voting standard will be a plurality of votes cast. The Board of Directors has nominated the directors noted below, for election each to serve a one-year term expiring at the 2024 Annual Meeting of Shareholders. All of the nominees currently serve as members of the Board of Directors with a term expiring at this year’s Annual Meeting. Because these elections are uncontested, a nominee for director must receive a majority of the votes properly cast at the meeting in person or by proxy in order to be elected. This means that the number of shares voted “FOR” a director must exceed the number of shares voted “AGAINST” that director, provided that a quorum is present at the meeting. Each of the director nominees has consented to serve if elected. If for any unforeseen reason a nominee would be unable to serve if elected, the shareholders of AZZ as of the Record Date of the Annual Meeting may exercise their discretion to vote for a substitute nominee selected by the Board of Directors. However, the Board of Directors has no reason to anticipate that any of the nominees will not be able to serve, if elected.

  7. Fiscal Year 2023 Total Direct Compensation Mix

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW. |

  8. Fiscal Year 2023 Total Direct Compensation Mix

    | 10 | 2023 Proxy Statement |

  9. Fiscal Year 2023 Total Direct Compensation Mix

    Nominees for Election of Directors:

  10. Fiscal Year 2023 Total Direct Compensation Mix

    | DANIEL E. BERCE | | | Age: 69 Director Since: 2000 Board Committees: • Audit Committee (Chair) • Compensation Committee | Professional Highlights Daniel E. Berce serves as President and Chief Executive Officer of General Motors Financial Company, Inc., a global provider of auto finance (formerly AmeriCredit Corp.) and has served in this capacity since its acquisition by General Motors Company in October 2010. Mr. Berce also served as AmeriCredit Corp.’s Chief Executive Officer from 2005 until 2010, President from 2003 until 2010 and Chief Financial Officer from 1990 until 2003. He served as a director of Americredit Corp. from 1990 to 2010. • Before joining Americredit Corp., Mr. Berce was a partner with Coopers & Lybrand, an accounting firm. • Mr. Berce currently serves as a director of FirstCash, Inc., a publicly held international operator of retail pawn stores in the U.S. and Latin America, and chairman of Arlington Asset Investment Corp., a publicly held investment firm investing primarily in mortgage-related assets. Reason for Nomination We believe Mr. Berce’s qualifications to serve on the Company’s Board of Directors include his executive level leadership experience, his experience serving as a Chief Executive Officer of a publicly held company and as a director of multiple publicly held companies, as well as his knowledge of corporate governance, executive compensation, accounting and financial expertise. |

  11. Fiscal Year 2023 Total Direct Compensation Mix

    | PAUL EISMAN | | | Age: 67 Director Since: 2016 Board Committees: • Audit Committee • Nominating and Corporate Governance Committee | Professional Highlights Paul Eisman formerly served as the President and Chief Executive Officer of Alon USA Energy, Inc., an independent refiner and marketer of petroleum products (“Alon”) from 2010 to 2016 and as a director and the President and Chief Executive Officer of Alon USA Partners, LP. He has more than 30 years of refining experience and executive level leadership expertise in refining production and retail business operations. • Prior to joining Alon in 2010, Mr. Eisman served as Executive Vice President of Refining and Marketing Operations with Frontier Oil Corporation from 2006 to 2010. • From 2003 to 2006, he served as Vice President of KBC Advanced Technologies, a leading consulting firm to the international refining industry. • Mr. Eisman served as Senior Vice President, Planning for Valero Energy Corporation from 2001 to 2002. • Mr. Eisman also served in various executive leadership roles at Diamond Shamrock Corporation from 1979 to 2001. Reason for Nomination We believe Mr. Eisman’s qualifications to serve on the Company’s Board of Directors include his extensive experience in various executive leadership positions in refining production and retail business operations. |

  12. Fiscal Year 2023 Total Direct Compensation Mix

    | DANIEL R. FEEHAN | | | Age: 72 Director Since: 2000 Chairman of the Board Since: 2019 Board Committees: • Compensation Committee • Nominating and Corporate Governance Committee | Professional Highlights Daniel R. Feehan serves as Chairman of the Board of FirstCash, Inc., a publicly held international operator of retail pawn stores in the U.S and Latin America. Previously, Mr. Feehan served as a director of Cash America International, Inc. (“Cash America”) since 1984 and was Cash America’s Executive Chairman from November 2015 until Cash America’s merger with First Cash Financial Services, Inc. (now FirstCash, Inc.) in September 2016. • From 2000 to 2015, Mr. Feehan served as President and Chief Executive Officer of Cash America. • From 1990 to 2000, he served as President and Chief Operating Officer of Cash America. • Mr. Feehan also currently serves as a director of Enova International Inc., a publicly held leading provider of online financial services to non-prime consumers and small businesses. Reason for Nomination We believe Mr. Feehan’s qualifications to serve on the Company’s Board of Directors include his executive level leadership experience and ability to provide direction and oversight to the Company’s financial reporting and business controls, specifically his experience as a Chief Executive Officer of a publicly held company, experience in finance, accounting, strategic planning and experience serving as a director of multiple publicly held companies. |

  13. Fiscal Year 2023 Total Direct Compensation Mix

    | THOMAS E. FERGUSON | | | Age: 66 Director Since: 2013 Board Committees: • None | Professional Highlights Thomas E. Ferguson has served as a non-independent director and as the Company’s President and Chief Executive Officer since 2013. • Prior to joining AZZ, he was a consultant and served as interim Chief Executive Officer of FlexSteel Pipeline Technologies, Inc., a provider of pipeline technology products and services in 2013. • Mr. Ferguson has also served in various executive level leadership roles with Flowserve Corporation, a publicly held global provider of fluid motion and control products, including Senior Vice President from 2006 to 2010, as President of Flow Solutions Group from 2010 to 2012, as President of Flowserve Pump Division from 2003 to 2009, as President of Flow Solutions Division from 2000 to 2002, as Vice President and General Manager of Flow Solutions Division North America from 1999 to 2000 and as Vice President of Marketing and Technology for Flow Solutions Division from 1997 to 1999. Mr. Ferguson retired from Flowserve Corporation in 2012. Reason for Nomination We believe Mr. Ferguson’s qualifications to serve on the Company’s Board of Directors include his considerable global business and leadership experience serving as an executive officer of a public company, his domestic and international strategic experience both in the industries in which AZZ operates, and his track record for helping businesses achieve exponential growth, both organically and through acquisitions in the global marketplace. |

  14. Fiscal Year 2023 Total Direct Compensation Mix

    | 12 | 2023 Proxy Statement |

  15. Fiscal Year 2023 Total Direct Compensation Mix

    | CLIVE A. GRANNUM | | | Age: 57 Director Since: 2021 Board Committees: • Audit Committee • Compensation Committee | Professional Highlights Clive A. Grannum has served as President, Performance Materials of Materion Corporation, a leading advanced materials supplier, since 2018. • Prior to joining Materion, Mr. Grannum served as Corporate Vice President, Corporate Officer and President — Global Chlorinated Organics at Olin Corporation, a global manufacturer and distributor of chemical products, from 2015 to 2016. • Prior to joining Olin, Mr. Grannum held a number of senior leadership roles at Dow Chemical Company, including President, Global Chlorinated Organics and SAFECHEM from 2014 to 2015; Global Managing Director, Plastics Additives, Global Chlorinated Organics and SAFECHEM from 2011 to 2014; and Vice President, Corporate Officer and Global Business Director, Plastics Additives from 2008 to 2011. • Prior to joining Dow Chemical, he served as the Vice President of Plastic Additives for Rohm and Haas Company, a global specialty chemical producer, from 2007 to 2008. • Mr. Grannum also currently serves as a director on the Boards of the Boys and Girls Clubs of Greater Saint Louis, an organization devoted to inspiring and enabling youth to reach their full potential, and MediNova N.Y., a non-profit organization that provides medical services free of charge to underprivileged communities. Reason for Nomination We believe Mr. Grannum’s qualifications to serve on the Company’s Board of Directors include his considerable executive leadership experience, experience in global manufacturing and strategic mergers and acquisitions, business development, process improvement, financial experience and transformational growth in manufacturing based industries. |

  16. Fiscal Year 2023 Total Direct Compensation Mix

    | CAROL R. JACKSON | | | Age: 51 Director Since: 2021 Board Committees: • Compensation Committee • Nominating and Corporate Governance Committee (Chair) | Professional Highlights Carol R. Jackson formerly served as President, Chief Executive Officer and Chairman of the Board of HarbisonWalker International, the largest supplier of ceramic refractories in the U.S. with operations in the U.S., Canada, Mexico, Europe, and Southeast Asia and commercial interests globally, from 2017 to 2023 and served as Corporate Officer, Senior Vice President and General Manager from 2014 to 2017. • Prior to joining HarbisonWalker, Ms. Jackson served as Corporate Officer, Vice President and General Manager of Carpenter Technology Corporation, a global leader in the development, manufacture, and distribution of cast/wrought and powder metal stainless steels and specialty alloys from 2011 to 2013. • Prior to joining Carpenter Technology, Ms. Jackson held various positions with PPG Industries, Inc., a global supplier of paints, chemicals, optical and specialty products and glass, from 1999-2011. • Ms. Jackson currently serves as a member of the Board of Directors and a member of the Audit, Nominating and Corporate Governance Committees, and Scientific Advisory Committees of Sensient Technologies Corporation, a leading global developer, manufacturer, and marketer of colors, flavors, and fragrances. Reason for Nomination We believe Ms. Jackson’s qualifications to serve on the Company’s Board of Directors include the depth and breadth of her experience in global business operations and industrial manufacturing, executive level leadership experience, mergers and acquisitions, legal experience and public Board experience in the steel and coatings industries. |

  17. Fiscal Year 2023 Total Direct Compensation Mix

    | DAVID M. KADEN | | | Age: 39 Director Since: 2022 Board Committees: • None | Professional Highlights David M. Kaden serves as a Managing Director in the Tactical Opportunities Group at Blackstone Inc, an alternative investment management company, (“Blackstone”), where he is involved in the execution of Blackstone’s investments. • Before joining Blackstone in 2015, Mr. Kaden worked at the White House where he was the Director for International Economics on the National Security Council and National Economic Council. • He previously served as the assistant chief of staff to the President and CEO of the Federal Reserve Bank of New York. • He currently serves as a member of the Board of Directors of ARKA, Draken International and LifeScience Logistics, all privately held companies. Reason for Nomination We believe Mr. Kaden’s qualifications to serve on the Board of Directors include his experience in analyzing corporate strategy and investment decisions across multiple industries, experience with Blackstone’s portfolio investments and his other directorships. Additionally, Mr. Kaden was appointed to serve on our Board pursuant to the Securities Purchase Agreement entered into by the Company with Blackstone in connection with the issuance of Convertible Notes to fund, in part, the acquisition of the Precoat Metals segment of Sequa Corporation in 2022. Pursuant to the Securities Purchase Agreement, Blackstone has the right to nominate one director to serve on our Board of Directors. |

  18. Fiscal Year 2023 Total Direct Compensation Mix

    | VENITA MCCELLON-ALLEN | | | Age: 63 Director Since: 2016 Board Committees: • Audit Committee • Compensation Committee | Professional Highlights Venita McCellon-Allen formerly served as the President and Chief Operating Officer of Southwestern Electric Power Company (“SWEPCO”), a subsidiary of American Electric Power Company, Inc. (“AEP”), a public utility holding company which engages in the generation, transmission, and distribution of electricity for sale to retail and wholesale customers and held such office from 2010 to 2018. • She previously served as Executive Vice President — AEP Utilities East from 2009 to 2010 and Executive Vice President — AEP Utilities West from 2006 to 2009. From 2004 to 2006, Ms. McCellon-Allen served as Senior Vice President Shared Services of AEP responsible for information technology, supply chain management and human resources. • From 2000 to 2004, she served as Senior Vice President — Human Resources for Baylor Health Care System, a diversified health care holding company. • From 1995 to 2000, Ms. McCellon-Allen held various leadership roles at Central and South West Corp. (“CSW”), in operations, customer service, strategic planning and human resources. During 1997 to 2000, Ms. McCellon-Allen led CSW’s merger integration with AEP. In her last position at CSW, she served as Senior Vice President for Corporate Development and Customer Service. Reason for Nomination We believe Ms. McCellon-Allen’s qualifications to serve on the Board of Directors include her considerable business and executive level leadership experience in operations, corporate governance, external affairs, regulatory matters, merger integration, talent development and executive compensation all within and outside of the energy industry. |

  19. Fiscal Year 2023 Total Direct Compensation Mix

    | 14 | 2023 Proxy Statement |

  20. Fiscal Year 2023 Total Direct Compensation Mix

    | ED MCGOUGH | | | Age: 62 Director Since: 2017 Board Committees: • Compensation Committee (Chair) • Nominating and Corporate Governance Committee | Professional Highlights Ed McGough has served as the Senior Vice President of Global Manufacturing and Technical Operations at Alcon, Inc. (“Alcon”), since 2008. Alcon is the global leader in eye care developing, manufacturing and distributing innovative medical devices for eye care needs. Mr. McGough joined Alcon in 1991 as a Manager of Quality Assurance and Regulatory Affairs in Alcon’s Pennsylvania facility. He has held various other leadership positions at Alcon in both Fort Worth, Texas and Puerto Rico, including: Director of Quality Assurance from 1992 to 1994; Director of Operations from 1994 to 1996; Director of Manufacturing from 1996 to 2000; and Vice President and General Manager of Manufacturing in Fort Worth, Texas and Houston, Texas from 2000 to 2006. Following these roles, he has served as Vice President, Manufacturing, Pharmaceutical Operations, responsible for Alcon’s pharmaceutical plants in the United States, Brazil, Mexico, Spain, Belgium and France. Additionally, he has led the separation of the Alcon manufacturing plant operational systems from the company network to establish a more robust cyber security environment. • Prior to joining Alcon, Mr. McGough served in various quality engineering and management roles with Baxter Healthcare Corporation from 1983 to 1991. Reason for Nomination We believe Mr. McGough’s qualifications to serve on the Board of Directors include: (i) his executive level leadership and international experience in global manufacturing, distribution and global supply chain; and (ii) his experience integrating acquired medical device companies into Alcon which aligns well with our Company’s long term acquisition strategy. |

  21. Fiscal Year 2023 Total Direct Compensation Mix

    | STEVEN R. PURVIS | | | Age: 58 Director Since: 2015 Board Committees: • Audit Committee • Nominating and Corporate Governance Committee | Professional Highlights Steven R. Purvis formerly served as a Principal of Luther King Capital Management, a provider of investment management services (“LKCM”), as an Equity Portfolio Manager responsible for the firm’s Small Cap, Small-Mid Cap and Mid Cap Investment Strategies until 2021. Mr. Purvis joined LKCM in 1996 and continues to serve as a Trustee to the LKCM Funds. • His prior roles include investment analyst responsibilities at Roulston Research from 1993 to 1996 and Waddell & Reed, Inc. from 1990 to 1993. • Mr. Purvis brings over 35 years of public market investment experience to the Company’s Board of Directors and has led and participated in many venture capital, private equity, and real estate investments. • Mr. Purvis currently serves as a Trustee for the Fort Worth Employees Retirement Fund. • Mr. Purvis is a Chartered Financial Analyst and earned both his B.A. and M.B.A. in Business Administration from the University of Missouri Reason for Nomination We believe Mr. Purvis’s qualifications for serving on the Board of Directors includes his distinguished career as a portfolio manager in the public equity markets with a focus on small to mid-cap companies, experience in analyzing corporate strategy and investment decisions across multiple industries and his ability to add an additional layer of financial analytics to the Board’s deliberations. |

  22. Director Compensation

    Director Compensation

  23. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2023

    Fees Paid to Directors and Other Director Compensation in Fiscal Year 2023 We compensate non-employee directors for their service on the Board with a combination of cash and stock-based incentive compensation, the amounts of which are commensurate with their role and involvement, and consistent with peer company practices. In setting director compensation, our Nominating and Corporate Governance Committee considers the significant amount of time our directors expend in fulfilling their duties to the Company as well as the skill level required of members of our Board. We intend to compensate our non-employee directors in a way that is competitive, attracts and retains a high caliber of directors, and aligns their interests with those of our shareholders.

  24. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2023

    | Highlights of our Non-Employee Director Compensation Program | | | | No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. | | | Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with shareholders. | | | Recognition of Special Roles: Special roles, such as Chair of the Board and Committee Chairs are fairly recognized for their additional time commitments. | | | Robust Stock Ownership Guidelines: A guideline of five times the annual Board membership cash retainer supports alignment with shareholders’ interests. | | | Formulaic Annual Equity Grants with Immediate Vesting: Equity awards are granted annually under a fixed-value formula with immediate vesting to support independence. |

  25. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2023

    Set forth below is a summary of the components of compensation for the non-employee directors for Board and Board committee service for fiscal year 2023. Mr. Ferguson, who serves as an executive officer of the Company, did not receive any compensation for his service as a director. Mr. Kaden also does not receive any compensation for his service as a director. Cash Compensation. The table below shows cash compensation fees payable to the non-employee directors of the Company for fiscal year 2023:

  26. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2023

    | Service | Fee Amount | | Annual Retainer for Board Service | $70,000 | | Annual Retainer for Board Chair Service | $60,000 | | Annual Audit Committee Chair Retainer | $10,000 | | Annual Audit Committee Member Retainer | $5,000 | | Annual Compensation Committee Chair Retainer | $5,000 | | Annual Nominating and Corporate Governance Committee Chair Retainer | $1,500 |

  27. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2023

    The annual retainers described above were paid quarterly at the end of each fiscal quarter of the Company. All members of the Board of Directors are reimbursed for reasonable costs and expenses incurred in attending Board and committee meetings.

  28. Changes Made to Director Compensation for Fiscal Years 2024-2025

    Changes Made to Director Compensation for Fiscal Years 2024-2025 On January 19, 2023, upon the recommendation of the Nominating and Corporate Governance Committee, the Board approved the following changes to cash compensation fees, which became effective on March 1, 2023 and payable to the non-employee directors of the Company for the following fiscal years:

  29. Changes Made to Director Compensation for Fiscal Years 2024-2025

    | | FY2024 | FY2025 | | Annual Retainer for Board Service | $72,500 | $75,000 | | Annual Retainer for Board Chair Service | $79,500 | $99,000 | | Annual Audit Committee Chair Retainer | $17,000 | $24,000 | | Annual Compensation Committee Chair Retainer | $10,625 | $16,250 | | Annual Nominating and Corporate Governance Committee Chair Retainer | $7,625 | $13,750 | | Annual Audit Committee Member Retainer | $7,500 | $10,000 | | Annual Compensation Committee Member Retainer | $2,500 | $5,000 | | Annual Nominating and Corporate Governance Committee Member Retainer | $2,500 | $5,000 |

  30. Changes Made to Director Compensation for Fiscal Years 2024-2025

    Equity-Based Compensation. In addition to the cash compensation for fiscal year 2023 described above, on July 12, 2022, each non-employee director (except for Mr. Kaden) also received AZZ Common Stock under the Company’s 2014 Long Term Incentive Plan, as amended (the “2014 Plan”) having a $105,000 fair market value on the date of grant. The grant date for the annual director equity grant is targeted for the date of the annual meeting of shareholders each year. On January 19, 2023, the Board approved an increase in the fair market value of the annual director equity grant to $115,000 beginning on March 1, 2023 and to $125,000 beginning on March 1, 2024.

  31. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Director Summary Compensation Table. The table below sets forth the total compensation paid to our non-employee directors for their service during fiscal year 2023. As discussed above, Mr. Kaden does not receive any compensation for his service as a director.

  32. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total Compensation | | Daniel E. Berce | $85,000 | $104,996 | $189,996 | | Paul Eisman | $75,000 | $104,996 | $179,996 | | Daniel R. Feehan(2) | $131,329 | $104,996 | $236,325 | | Clive A. Grannum | $75,000 | $104,996 | $179,996 | | Carol R. Jackson(2) | $70,171 | $104,996 | $175,167 | | David M. Kaden | — | — | — | | Venita McCellon-Allen | $75,000 | $104,996 | $179,996 | | Ed McGough | $75,000 | $104,996 | $179,996 | | Steven R. Purvis | $75,000 | $104,996 | $179,996 |

  33. DIRECTOR COMPENSATION

    (1) Eligible directors received an annual equity grant of Common Stock of the Company having a $105,000 fair market value at the time of grant, on the date of the annual meeting of shareholders, which was July 12, 2022. The equity values in this column for the fiscal year ended February 28, 2023 reflect the aggregate grant date fair market value calculated in accordance with FASB ASC Topic 718 for stock granted to each of the non-employee directors under the 2014 Plan. Assumptions used in the calculation of this amount are included in Note 13 to the Company’s audited financial statements for the fiscal year ended February 28, 2023, included in the Company’s Annual Report on Form 10-K. (2) Includes a pro-rata fee related to the appointment of Ms. Jackson on January 19, 2023 to serve as the Chair of the Nominating and Corporate Governance Committee, replacing Mr. Feehan.

  34. Highlights of Our Executive Compensation Program

    | Our NEOs’ total compensation is comprised of a mix of base salary, annual short-term cash incentive compensation, and long-term incentive equity awards, as well as certain benefits. The graph to the right illustrates the Chief Executive Officer’s total compensation for fiscal years 2019 through 2023 in comparison with the Company’s stock performance. For additional detail see also the section below titled “Performance-Based Incentive Compensation”. | |

  35. Highlights of Our Executive Compensation Program

    (1) Total compensation is calculated using the same methodology as in the Summary Compensation Table. Additional detail regarding the compensation paid to our Chief Executive Officer during fiscal year 2023 is provided in the Summary Compensation Table provided on page 66. In reviewing the fiscal year 2023 base salaries, the Compensation Committee approved annual base salary adjustments ranging from 3% to 15.5% for our NEOs for performance on the execution of several business initiatives and on the successful identification and evaluation of potential business acquisition targets, product and market development initiatives and reducing corporate expenses. Messrs. Stovall and Schlom received a 15.5% and 15% increase, respectively, solely to raise their base pay closer to the Company’s executive compensation industry peer group (as discussed on page 49 of this Proxy Statement) market median. See also the table on page 54 regarding adjustments to the NEOs base salaries. For fiscal year 2023, our NEOs continued to receive a substantial portion of their compensation in the form of equity compensation. Fifty percent (50%) of the total equity awards are at risk because they only vest if certain performance metrics are met which are tied to the Company’s total shareholder return (“TSR”) relative to the TSR generated by its executive compensation industry peer group companies over a three-year performance cycle. A portion of the annual equity awards are in the form of performance share units (“PSUs”) and the other portion are in the form of time vested Restricted Stock Units (“RSUs”). The time vested RSUs provide retention value, and the PSUs drive total shareholder returns relative to AZZ’s executive compensation industry peer group. The annual target equity awards issued to our NEOs in fiscal year 2023 allocated 50% of the value to RSUs and 50% of the value to PSUs. The charts below show the elements of compensation that comprised the mix of total direct compensation for Mr. Ferguson and the average mix of total direct compensation for the other active NEOs (Messrs. Schlom, Emery, Stovall and Ms. Mackey). The charts illustrate that approximately 78% of Mr. Ferguson’s total direct compensation and 67% of the average total direct compensation for the other active NEOs was tied to the Company’s financial performance, which aligns their interests with the Company’s shareholders. The total direct compensation illustrated in the charts below does not include perquisites, retirement and other benefits.

  36. Fiscal Year 2023 Total Direct Compensation Mix

    Messrs. Ferguson and Schlom each have an employment agreement with the Company. Messrs. Hill and Lavelle’s employment agreements with the Company terminated upon the AIS Divestiture on September 30, 2022. All of our NEOs are employed at will and are expected to demonstrate exceptional personal performance and leadership in order to continue serving as a member of the executive management team. For fiscal year 2023, payments made under the Company’s Senior Management Bonus Plan (“STI Plan”) were above target for the NEOs, aligning compensation with the Company’s performance. On the last day of fiscal year 2023, the three-year performance cycle for the PSUs granted to our NEOs on May 4, 2020 (the “FY2021 PSUs”), concluded. The payout on the FY2021 PSUs was determined based upon the Company’s TSR relative to the TSR of its executive compensation industry peer group over the three-year performance cycle, giving effect to any dividends paid during such period. TSR is defined as: If the Company’s TSR for the three-year performance cycle ranked within the top quartile relative to the Company’s executive compensation peer group, then the FY2021 PSU target awards would be increased by an additional 25%, up to a maximum payout of 200% of the target award.

  37. Fiscal Year 2023 Total Direct Compensation Mix

    | TSR Percentile | Payout | | 100% | 200% | | 50% | 100% | | 25% | 50% | | <25% | 0% |

  38. FY2021 Performance Shares Earned

    FY2021 Performance Shares Earned

  39. FY2021 Performance Shares Earned

    | Name | Grant Date Target Value | Target # of PSUs Granted at Target | Payout Total # of Shares Earned(1) | Market Value(2) | | Thomas W. Ferguson | $750,000 | 27,184 | 18,804 | $764,400 | | Philip Schlom | $112,500 | 4,078 | 2,821 | $114,671 | | Matt Emery | $125,000 | 4,531 | 3,134 | $127,409 | | Tara D. Mackey | $150,000 | 5,437 | 3,761 | $152,886 | | Bryan Stovall | $100,000 | 3,625 | 2,508 | $101,933 | | Gary Hill(3) | $125,000 | 4,531 | — | — | | Ken Lavelle | $125,000 | 4,531 | 3,134 | $127,409 |

  40. FY2021 Performance Shares Earned

    (1) The total number of shares earned include dividend equivalents accrued during the FY2021 PSU performance cycle (March 1, 2020 – February 28, 2023), which consisted of 863 for Mr. Ferguson; 129 for Mr. Schlom; 144 for Mr. Emery; 173 for Ms. Mackey; 115 for Bryan Stovall; and 144 for Mr. Lavelle. (2) This amount represents the market value of the FY2021 PSUs at the conclusion of their performance cycle, on February 28, 2023, which was based upon the closing price of AZZ common stock of $40.65. (3) Mr. Hill’s PSUs were forfeited upon the AIS Divestiture on September 30, 2022.

  41. Compensation Philosophy and Objectives

    | A significant portion of our executive officers’ total compensation is based upon the Company’s performance, and the payouts are contingent upon the attainment of certain pre-established performance metrics and capped to minimize risk. | | The Compensation Committee engages an independent executive compensation consultant. | | Performance measures are highly correlated to the creation of shareholder value. | | Our Compensation Committee conducts an annual review of all executive compensation program components to ensure alignment with our compensation objectives. | | We review and benchmark pay relative to the market median of our executive compensation industry peer group on an annual basis. | | We have a Compensation Recovery Policy to protect the Company in the event of a financial restatement or an executive officer engages in serious misconduct. |

  42. Compensation Philosophy and Objectives

    | Our executive compensation program is designed to drive long-term shareholder value and attract and retain high performance executive talent. | | We provide a limited number of employment agreements and executive perquisites. | | We use annual cash incentive opportunities and equity-based awards to balance the Company’s short- and long-term performance objectives. | | We have stock ownership guidelines for directors and executive officers. | | Our equity awards are equally weighted between time-vested RSUs, which vest ratably over a three-year period, and PSUs, which emphasize achievement of a pre-determined financial performance metric over a three-year performance cycle. | | We grant equity awards with “double-trigger” vesting upon a change in control. |

  43. Compensation Philosophy and Objectives

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

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

    Role of Compensation Committee, its Compensation Consultant and the Chief Executive Officer in Setting Executive Compensation The Compensation Committee makes all compensation decisions, including annual base salaries, short-term cash incentive metrics and annual equity award targets, for the executive management team. The Chief Executive Officer provides the Compensation Committee with an annual performance evaluation for each executive management team member (other than his own) and makes preliminary recommendations for base salary, short-term incentive bonus targets, and equity awards for each officer. The Compensation Committee may exercise its discretion to modify any recommended salary adjustments or target incentive awards to executives made by the Chief Executive Officer. The Compensation Committee, in executive session and without executive officers present, performs the Chief Executive Officer’s annual performance and total compensation targets and the total compensation target levels of the other executive members of the team. The Chief Executive Officer does not make recommendations to the Compensation Committee on his own pay. The Compensation Committee structures the Company’s annual and long-term executive compensation components to motivate executives to achieve the Company’s short-term and long-term business goals and reward executives who achieve their performance goals. The Compensation Committee has the sole authority to retain and terminate compensation advisors, including the authority to approve the terms and fees of any such arrangement. The Compensation Committee has engaged the services of Meridian Compensation Partners, LLC (“Meridian”) on an ongoing basis to review and provide recommendations with relevant market data and alternative compensation components to consider when making pay decisions for the Chief Executive Officer and the recommendations being made by the Company’s Chief Executive Officer for the executives, other than the Chief Executive Officer, including for fiscal year 2023. Meridian performed services solely on behalf of the Compensation Committee and does not perform any services for the Company. In accordance with Rule 10C-1(b)(4) under the Exchange Act, the Compensation Committee has determined that Meridian is independent and that no conflict of interest exists that would be required to be disclosed in the Company’s Proxy Statement pursuant to Item 407 of Regulation S-K. On an annual basis, the Compensation Committee assesses the independence of Meridian pursuant to standards promulgated by the SEC and the NYSE and has concluded that no conflict of interest exists that would prevent Meridian from independently advising the Compensation Committee or that would be required to be disclosed in the Company’s Proxy Statement pursuant to Item 407 of Regulation S-K. In fiscal year 2023, Meridian did not perform any other services for the Company other than those described above for the Compensation Committee.

  45. Executive Compensation Peer Group

    Executive Compensation Peer Group In making compensation decisions, the Compensation Committee compares each element of the total compensation program against a group of comparable publicly held companies for benchmarking executive compensation. This executive compensation industry peer group of companies, which is annually reviewed and updated, if applicable, by the Compensation Committee in consultation with Meridian, consists of companies against which the Compensation Committee believes the Company competes for talent and for shareholder investment (the “Executive Compensation Peer Group”). In fiscal year 2023, the Compensation Committee, in consultation with Meridian, determined that no changes would be made to the Executive Compensation Peer Group from fiscal year 2022. The fiscal year 2023 Executive Compensation Peer Group consists of 15 companies in the following industries: (i) electrical and lighting component manufacturing; (ii) steel; (iii) metal coatings; (iv) environmental and facilities services; (v) industrial machinery; and (vi) construction and engineering. These peer companies had annual revenues ranging from approximately 0.4 times to 3.7 the annual revenues of the Company and a median revenue of $1.2 billion for the most recently reported fiscal year end as disclosed to Meridian by the Compensation Committee and were size appropriate in terms of market capitalization and the markets in which AZZ competes. The fiscal year 2023 Executive Compensation Peer Group includes the following companies:

  46. Executive Compensation Peer Group

    | • Altra Industrial Motion Corp. | • Littelfuse, Inc. | | • Chart Industries, Inc. | • LSI Industries Inc. | | • Encore Wire Corporation | • Powell Industries, Inc. | | • ESCO Technologies Inc. | • Preformed Line Products Company | | • L.B. Foster Company | • Team, Inc. | | • Franklin Electric Co., Inc. | • Valmont Industries, Inc. | | • Generac Holdings, Inc. | • Woodward, Inc. | | • Haynes International, Inc. | |

  47. Executive Compensation Peer Group

    Though the Compensation Committee considers the compensation practices of the peer companies noted above in determining the overall compensation of the Company’s executive officers, including the NEOs (including determining base salaries, as described below), the Compensation Committee does not set target compensation at specific market percentiles. Subject to the discretion of the Compensation Committee, the Company base salaries, short-term incentive compensation targets and long-term incentive compensation targets generally range within the market median of our Executive Compensation Peer Group listed above on an annual basis. In addition to peer market data, compensation is determined based upon:

  48. Executive Compensation Peer Group

    | • The executive’s contributions and performance; | | • Market levels of compensation for positions comparable to the executive’s position; | | • The executive’s roles and responsibilities, including the executive’s tenure in such role; and | | • The executive’s experience and management responsibilities. |

  49. Executive Compensation Peer Group

    Internal pay equity is also considered (including the executive’s responsibilities and potential impact on Company operations). In considering internal pay equity, the Compensation Committee has no formula or established ratios for setting one executive’s total compensation versus the compensation of another executive officer. Rather, the Compensation Committee subjectively evaluates the relative importance of each NEO’s role to the Company as a whole, which results in certain executives receiving more total compensation than others (e.g., the Company’s Chief Executive Officer is paid more than its Chief Financial Officer). The Compensation Committee may also consider how the Company has performed relative to the Executive Compensation Peer Group of companies listed above. While the Compensation Committee considers a variety of factors in making compensation decisions for the Company’s NEOs, the Compensation Committee does not use any particular weighting or formula to determine executive compensation. Rather, the Compensation Committee subjectively evaluates all of the factors noted in the discussion above in determining executive compensation.

  50. Employment Agreements

    Employment Agreements

  51. Mr. Ferguson

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

  52. Mr. Schlom

    Mr. Schlom Mr. Schlom entered into an employment agreement with the Company on November 4, 2020, which has an initial term of three years to expire on November 4, 2023, subject to automatic extensions for successive one-year periods unless either the Company or Mr. Schlom gives written notice to the other at least one hundred twenty (120) days before such extension would otherwise occur of the Company’s or Mr. Schlom’s election not to extend the term. Both of the employment agreements above provide for (i) a base salary, to be reviewed annually, which the Board and/or the Compensation Committee may adjust at its discretion; (ii) eligibility for an annual equity award under the Company’s 2014 Plan; and (iii) an annual cash incentive opportunity to be based upon individual and/or Company performance criteria that the Board and/or the Compensation Committee establishes for each fiscal year, with a target annual cash incentive expressed as a percentage of base salary. Messrs. Ferguson and Schlom are each subject to covenants prohibiting: (i) during or after employment, the disclosure of confidential information; (ii) during employment and the twelve (12)-month period thereafter, competition, solicitation of customers or employees, interference with business relationships, purchase of Company shares during a blackout period except as permitted by the Board or through the Company’s employee stock purchase plan, disparagement of the Company, or entering into a transaction with the Company; and (iii) ownership of any intellectual property or property conceived or developed during his employment or the 6-month period thereafter, (the “Employment Agreement Terms and Conditions.”) Ms. Mackey and Messrs. Emery and Stovall do not have employment agreements with the Company. All of our NEOs will receive certain severance payments and benefits following a termination of employment under various circumstances pursuant to the terms set forth in the Company’s Executive Officer Severance Plan, as more fully described below in the sections titled “Executive Officer Severance Plan” and “Potential Payments upon Termination or Change in Control.”

  53. Departure of Mr. Hill

    Departure of Mr. Hill As discussed above on pages 44-45, on September 30, 2022, the Company completed the divestiture of its controlling interest in its Infrastructure Solutions segment pursuant to a joint venture agreement between the Company and Fernweh Group LLC (“Fernweh”) (the “AIS Divestiture”). Under the AIS Divestiture agreement with Fernweh, the Company contributed 60% of its Infrastructure Solutions business segment to AIS Investment Holdings LLC, a subsidiary of Fernweh, (the “AIS Joint Venture”) and retained the remaining 40% interest. In connection with closing the AIS Divestiture on September 30, 2022, Mr. Hill’s employment transitioned to the AIS Joint Venture and was no longer employeed by the Company. Pursuant to the Company’s 2014 Plan, the Compensation Committee is permitted to accelerate the vesting of equity awards in its sole discretion. In connection with the AIS Divestiture, the Compensation Committee approved the acceleration of RSUs that were held by AIS employees that had already accrued on the Company’s books for fiscal year 2023, and would have otherwise vested during the fiscal year, but for the AIS Divestiture closing on September 30, 2022. As a result of Mr. Hill’s employment transferring to the AIS Joint Venture, the Compensation Committee approved the acceleration of certain outstanding equity awards. As a result, Mr. Hill received the following: (i) the accelerated vesting of 1,488 RSUs, plus 39 dividend equivalent shares that were issued in settlement of the RSUs that were granted in previous years; (ii) the acceleration of 20,000 RSUs granted to Mr. Hill on February 11, 2020, which was a special one-time retention grant that was scheduled to cliff vest on November 1, 2022; and (iii) a pro-rata annual cash incentive payment based upon the Company’s Infrastructure Solutions segment’s actual financial performance from March 1, 2022 through September 30, 2022 pursuant to the Compensation Committee’s previously approved performance metrics for fiscal year 2023. The Compensation Committee did not accelerate any outstanding and unvested PSUs held by Mr. Hill, therefore; all outstanding PSUs for Mr. Hill were forfeited upon the AIS Divestiture.

  54. Fiscal Year 2023 Executive Compensation Components

    (1) Messrs. Emery and Lavelle were not NEOs during fiscal year 2022. In determining annual salary increases, if applicable, and also in determining short-term cash incentive awards under the Company’s STI Plan and long-term incentive equity awards under the 2014 Plan, for the NEOs for fiscal year 2023, the Compensation Committee utilized qualitative factors to evaluate their performances and recognize their contributions and leadership during fiscal year 2023. In particular, the Compensation Committee considered each officer’s contributions to achieving the following: (i) the identification, review, analysis and evaluation of potential acquisition targets identified by the Company during the year; (ii) the execution of integration plans for acquired businesses; (iii) the Company’s overall financial performance; (iv) the Company’s ability to manage costs and reduce corporate spending; (v) the successful implementation of several corporate initiatives during the year; (vi) the performance of the Company’s stock price, as compared to its competitors; (vii) advancing the Company’s ESG and sustainability commitments; and (viii) effectively managing operations and profitability while navigating through the challenges of supply chain disruptions, inflationary cost increases and labor shortages. The Compensation Committee also considered issues of relative amounts paid and awarded to each NEO as a matter of internal equity. The amount of each officer’s salary and incentive awards was based on the CEO’s subjective evaluation of each officer’s performance, the relative responsibilities of the officers and the Compensation Committee’s sense of fair and equitable distributions of salaries and incentive awards. The Compensation Committee also considered comparable market compensation data from similarly situated officers of companies against which the Compensation Committee believes the Company competes for talent and for shareholder investment. In assessing the NEOs performance evaluation, the Compensation Committee took into account and acknowledged the following individual performance achievements for fiscal year 2023:

  55. Performance-Based Incentive Compensation

    Performance-Based Incentive Compensation The STI Plan is an annual cash incentive program that provides the Compensation Committee the flexibility to reward high performance for the achievement of annual performance goals by NEOs, increase shareholder value and allow key employees to share in the annual growth and profitability of the Company. The STI Plan provides guidelines for the calculation of annual cash incentive compensation, subject to the Compensation Committee’s oversight and modification. At the beginning of each fiscal year, the Compensation Committee approves the group of employees who are eligible to participate in the Company’s STI Plan for that fiscal year and the total target award pool. Each participant’s responsibilities and potential impact on the Company’s operations are factored into their respective target award opportunities that are established as a percentage of base salary. For fiscal year 2023, the Compensation Committee approved annual short-term incentive target award opportunities that ranged from 55% to 100% of base salary for the Company’s NEOs. The target annual short-term incentive opportunity for each NEO in fiscal year 2023 is set forth in the following table:

  56. Performance-Based Incentive Compensation

    | % of Performance Target Achievement | % of Target Bonus Opportunity Earned | | <51 | 0% | | 100 | 100% | | 125 | 200% |

  57. Performance-Based Incentive Compensation

    For every percentage point increase in the percentage of the performance target achieved, the percentage of target bonus opportunity earned increased by two percentage points between the minimum payment thresholds and the target bonus opportunity. For every percentage point increase in the percentage of performance target achieved above the target bonus opportunity and the maximum target payout opportunity, the percentage of target bonus opportunity earned increased by four percentage points. As described below, the Compensation Committee determines the percentage of the performance target that has been achieved for each performance objective assigned to a NEO and the corresponding percentage of the target bonus opportunity earned. For example, if the Compensation Committee sets a target cash award of $10,000 based upon achievement of a target level of diluted earnings per share of $1.00 and if the Company’s actual earnings per share is $1.10, the Compensation Committee would determine that the recipient of the award had achieved 110% of his target level and would be entitled to a cash award of 140% of his target cash award amount resulting in a cash award of $14,000.

  58. Fiscal Year 2023 STI Plan Performance Metrics

    Fiscal Year 2023 STI Plan Performance Metrics Our STI Plan performance metrics are designed to drive shareholder value creation. The Compensation Committee assigned quantitative and qualitative performance goals for the year that relate to the following: (i) execution of AZZ’s strategic transformation plan for fiscal year 2023; (ii) the ability of the executive officers to effectively execute on their respective operating budgets; (iii) completing several corporate and operational excellence initiatives; and (iv) effectively managing operations and profitability while navigating through the challenges of supply chain disruptions, rising inflationary costs and labor shortages. Levels for revenue, operating income, earnings per share, cash flow and return on assets objectives were all set in alignment with the Company’s strategic plan, and expectations set by the Board of Directors regarding the Company’s performance in response to various market conditions. Following the acquisition of Precoat Metals and the AIS Divestiture, the Compensation Committee determined that the components of the Company’s core business segments had changed and reevaluated the executive compensation performance metrics that had been previously set for fiscal year 2023 under the STI Plan with the assistance of Meridian. The Company also retained the assistance of Mercer (US) Inc.to opine on various modeling options and best practices of other public companies following a transformational acquisition or disposition. Several alternative treatments were reviewed and considered by the Compensation Committee as part of the evaluation. After discussion with its independent consultant, Meridian, and after review, analysis, and careful consideration of the previously determined performance metrics and targets for fiscal year 2023, the Compensation Committee elected to (i) exclude certain impacts from the AIS Divestiture and Precoat Metals acquisition from the calculation of Adjusted EPS, which were not contemplated in the previously determined performance metrics and targets but retain the original Adjusted EPS target of $3.81 per share; and (ii) due to the complexities of establishing a revised target for cash flow related to the acquisition, divestiture of the non-controlling interest of the AIS Joint Venture, and refinancing costs, the cash flow metric was removed from the fiscal year 2023 STI Plan performance metrics, and the weighting for this metric was reallocated to the annual EPS metric. The qualitative individual performance assessment, which comprises the final component of the total STI target opportunity for the NEOs, is discretionary, and subject to the same 0% to 200% payout range as the financial metrics. The amounts awarded to the NEOs under the qualitative assessment are influenced by the Compensation Committee’s quantitative performance assessment of each officer and the Company’s performance, ensuring executives are appropriately compensated for demonstrating behaviors that are consistent with our business objectives and core values. The chart below shows the performance measures, the weight of each performance measure and target performance goals assigned to each NEO, and the actual percentage of target performance achieved for fiscal year 2023:

  59. Fiscal Year 2023 STI Plan Performance Metrics

    | Named Executive Officer | Weight | Performance Measure | FY2023 Target Performance Goal | FY2023 Achieved Performance | % of Target Performance Achieved | | Mr. Ferguson | 75% | Adjusted Earnings Per Share (“Adjusted EPS”)(1) | $3.81 | $4.01 | 105% | | | 25% | Qualitative(2) | | | 120% | | Mr. Schlom | 85% | Adjusted EPS(1) | $3.81 | $4.01 | 105% | | | 15% | Qualitative(2) | | | 50% | | Mr. Emery | 85% | Adjusted EPS(1) | $3.81 | $4.01 | 105% | | | 15% | Qualitative(2) | | | 120% | | Ms. Mackey | 85% | Adjusted EPS(1) | $3.81 | $4.01 | 105% | | | 15% | Qualitative(2) | | | 150% | | Mr. Stovall | 35% | Adjusted EPS(1) | $3.81 | $4.01 | 105% | | | 25% | Metal Coatings Segment RONA(3) | 15.3% | 19.5% | 127% | | | 25% | Metal Coatings Segment Operating Income(4) | (5) | (5) | 125% | | | 15% | Qualitative(2) | | | 150% | | Mr. Hill | 20% | Adjusted EPS(1) | $2.32 | $2.32 | 100% | | | 25% | Infrastructure Solutions Segment RONA(3) | 4.19% | 4.82% | 115% | | | 25% | Infrastructure Solutions Segment Operating Income(4) | (6) | (6) | 109% | | | 15% | Qualitative(2) | | | 100% | | Mr. Lavelle | 100% | Adjusted EPS(1) | $3.81 | $4.01 | 105% |

  60. Fiscal Year 2023 STI Plan Performance Metrics

    (1) Adjusted EPS is a non-GAAP measure. See Appendix B for a reconciliation of Adjusted EPS to the most comparable GAAP measure. (2) Based on the Compensation Committee’s review of the NEOs individual and collective performance, the committee approved a discretionary individual performance payout for the NEOs ranging between 50% to 150% of award targets. This decision took into account the Company’s performance against financial targets, the strong individual and collective performances across all aspects of the business, and the value created for the Company’s shareholders in fiscal year 2023.

  61. Fiscal Year 2023 STI Plan Performance Metrics

    | 58 | 2023 Proxy Statement |

  62. Fiscal Year 2023 STI Plan Performance Metrics

    Segment RONA is calculated as a percentage using a numerator of tax adjusted segment operating income, divided by a denominator of total segment assets, minus platform current liabilities, plus platform current portion of long-term debt. (4) Segment operating income consists of net sales less cost of sales, specifically identifiable selling, general and administrative expenses and other income and expense items that are specifically identifiable to a segment. (5) The fiscal year 2023 operating income target and achieved performance for the Metal Coatings segment is not disclosed because such disclosure would result in competitive harm. This operating income target was set at a level necessary to deliver on AZZ’s financial goals and intended to be challenging. (6) The fiscal year 2023 operating income target and achieved performance for the Infrastructure Solutions segment is not disclosed because such disclosure would result in competitive harm. This operating income target was set at a level necessary to deliver on AZZ’s financial goals and intended to be challenging. Upon completion of the fiscal year, the Compensation Committee assesses the actual achieved performance of the Company against each performance objective to determine the percentage of target performance achieved. Actual performance achieved was based upon our audited financial statements and on the percentage of target performance achieved for each NEO. Awards made to our NEOs under the STI Plan for performance in fiscal year 2023 are reported in column (g) of the Summary Compensation Table of this Proxy Statement on page 66 and also detailed in the following table:

  63. Fiscal Year 2023 STI Plan Performance Metrics

    | Named Executive Officer | Target as a % of Base Salary | Actual Payout as % of Base Salary | Target Amount ($) | Actual Payout ($)(1) | | Thomas Ferguson | 100% | 120% | 940,256 | 1,119,353 | | Philip Schlom | 70% | 109.5% | 294,429 | 315,391 | | Tara D. Mackey | 60% | 124.5% | 234,559 | 289,708 | | Matt Emery | 60% | 120% | 203,637 | 242,425 | | Bryan Stovall | 80% | 164.5% | 339,570 | 550,130 | | Gary Hill(2) | 60% | 100% | 225,972 | 134,182 | | Ken Lavelle | 55% | 120% | 183,005 | 218,888 |

  64. Fiscal Year 2023 STI Plan Performance Metrics

    (1) Actual payout is based upon actual base salary earned during fiscal year 2023 multiplied by the actual payout percentage. (2) Actual payout for Mr. Hill was pro-rated from March 1, 2022 through September 30, 2022, upon his employment transitioning to the AIS Joint Venture.

  65. Long-Term Incentive Compensation

    Long-Term Incentive Compensation On July 8, 2014, the Company’s shareholders approved the adoption of the 2014 Plan, which allows the Company to grant stock options, stock appreciation rights (“SARs”), restricted shares, RSUs, performance awards (including PSUs) and other stock-based awards. The purpose of our long-term incentive compensation program is to: • align the interests of executive officers with those of our shareholders; • provide an opportunity for increased equity ownership in the Company by directors and executives; • maintain competitive levels of total compensation with the Company’s Executive Compensation Peer Group; and • facilitate compliance with the Company’s Stock Ownership Guidelines, which requires AZZ’s executive officers and directors to hold shares of AZZ’s Common Stock. During fiscal year 2023, the compensation program for our executive officers included long-term equity awards with a target value based upon a percentage of each NEO’s base salary, which were awarded in the form of 50% RSUs and 50% PSUs which were granted under the 2014 Plan. Also, during fiscal year 2023, certain NEOs received a special one-time grant of an extra 20% in RSUs due to the tremendous workload required to negotiate and enter into two transformational M&A transactions for the Company. The RSUs and PSUs accrue dividend equivalents during the restricted vesting period or performance cycle, as applicable, which will not be paid unless and until the underlying award vests. If the underlying award vests, the dividend equivalents will be paid either in cash or shares of AZZ Common Stock at the discretion of the Compensation Committee. On May 9, 2022, the Compensation Committee awarded an aggregate of 99,895 RSUs and an aggregate of 52,038 PSUs to certain officers and employees of the Company under the 2014 Plan. The RSUs vest ratably during a three-year period from the grant date, with one-third of the RSUs vesting on each of the first, second and third anniversaries of the grant date beginning on May 9, 2023 and are settled in shares of AZZ Common Stock. The PSUs cliff vest at the end of a three-year period based on TSR performance in the performance cycle (compared to the Company’s Executive Compensation Peer Group, which is discussed on page 49 of this Proxy Statement) and are settled, if at all, in shares of AZZ Common Stock. RSU award levels are determined based on market data, vary among participants based on their positions within the Company, and are granted after the Company publicly announces its financial results for the prior full fiscal year. To determine target awards of RSUs, the Compensation Committee first establishes a target value to be delivered to each NEO through long-term equity awards. In setting target value, the Compensation Committee considered various factors, including the following:

  66. Long-Term Incentive Compensation

    | | the practice of granting annual equity awards only once every year after annual final results are released; | | the emphasis placed on equity in the mix of total compensation; | | | the officer’s experience and performance; | | the scope, responsibility and the potential business impact of the NEO’s position; | | | the perceived retention value of the total compensation package in light of the competitive labor market; | | alignment with AZZ’s compensation philosophy and objectives; | | | cost and dilution impact; | | grant practices and award structures of our Executive Compensation Peer Group; and | | | data analytics and advice from Meridan. | | |

  67. Long-Term Incentive Compensation

    No particular weighting was assigned to the factors described above in the determination of the total target value for fiscal year 2023. Once the target values of RSU and PSU awards were established for each executive officer based upon a percentage of his or her salary, the Compensation Committee determined the number of shares to be awarded to the NEOs by utilizing a 30-day average closing stock price of the Company’s Common Stock from the last trading day preceding the date of grant. As with all or our RSUs, if an NEO voluntarily leaves the Company before the award vests, the NEO will forfeit the unvested portion of the award. The number and value of RSUs and PSUs granted to each one of the NEOs in fiscal year 2023 can be found in the table provided below under the caption “Grants of Plan Based Awards” on page 68 of this Proxy Statement.

  68. Fiscal Year 2023 Performance Share Units

    Fiscal Year 2023 Performance Share Units For fiscal year 2023, the Company granted PSUs to the NEOs that have a three-year performance cycle (March 1, 2022 to February 28, 2025) and will vest and become payable, if at all, on the third anniversary of the award date, with payments to be settled in shares of the Company’s Common Stock (the “FY2023 PSUs”). Payments under the PSUs will be based on the Company’s TSR relative to the TSR of its Executive Compensation Peer Group over the three-year performance cycle. The Executive Compensation Peer Group is described in detail on pages 49-50 of this Proxy Statement. The TSR performance metric is defined below. The Executive Compensation Peer Group companies and AZZ will be ranked according to their performance at the end of the three-year period. AZZ’s percentile ranking will be calculated as follows: Award recipients will not be entitled to receive any payment under the FY2023 PSUs unless AZZ’s TSR performance ranks in the 25th percentile or higher as compared to its Executive Compensation Peer Group. Within these constraints, payments under the FY2023 PSUs will be determined as follows:

  69. Fiscal Year 2023 Performance Share Units

    | 60 | 2023 Proxy Statement |

  70. Fiscal Year 2023 Performance Share Units

    | TSR % Ranking Achieved(1) | % of Target Award Payout | | <25% | 0% | | 25% | 50% | | 50% | 100% | | 100% | 200% |

  71. Fiscal Year 2023 Performance Share Units

    (1) The percentage of target payout earned under the FY2023 PSUs will be interpolated for performance percentiles that fall between the threshold and maximum percentages shown above. The FY2023 PSUs vest at the end of the three-year performance cycle with potential payouts ranging from 0% to 200%. Upon completion of the three-year performance cycle ending on February 28, 2025, the Compensation Committee will determine the amount of TSR performance achieved by the Company based on the Company’s audited financial statements relative to its Executive Compensation Peer Group for the same period. RSUs and PSUs granted under the 2014 Plan include dividend equivalents, which are intended to provide the recipient of these awards with the benefits of dividends paid on the underlying shares of AZZ Common Stock during the vesting period. Dividend equivalents are calculated based upon the dividends paid by the Company during the vesting period of the applicable award and are paid only upon the vesting of the underlying equity award, and such dividend equivalents may be paid in either cash or shares of AZZ Common Stock. Recipients of the RSUs and PSUs have no rights with respect to accrued dividend equivalents unless and until the vesting of the underlying award. The following table sets forth the number of RSUs and PSUs granted to each NEO in fiscal year 2023. The Compensation Committee determined a dollar value amount of RSUs and PSUs that it desired to grant each NEO based on a percentage of each NEO’s base salary. This dollar value amount was then divided by the 30-day average closing stock price of the Company’s Common Stock on the last trading day preceding the date of grant, which was $47.21, to determine the number of shares to be granted.

  72. Fiscal Year 2023 Performance Share Units

    | Name | % of Base Salary | TOTAL RSU Grant Value(1) | Number of RSUs(2) | Total PSU Grant Value(1) | Number of PSUs at Target | | Thomas Ferguson | 200 | $1,128,307 | 23,899 | $940,256 | 19,916 | | Philip Schlom | 100 | $294,429 | 6,236 | $210,306 | 4,454 | | Matt Emery | 85 | $212,122 | 4,493 | $144,243 | 3,055 | | Tara D. Mackey | 85 | $244,332 | 5,175 | $166,146 | 3,519 | | Bryan Stovall | 100 | $297,124 | 6,293 | $212,231 | 4,495 | | Gary Hill | 85 | $160,063 | 3,390 | $160,064 | 3,390 | | Ken Lavelle | 75 | $125,000 | 2,647 | $125,000 | 2,647 |

  73. Fiscal Year 2023 Performance Share Units

    (1) Grant values vary from the values in the Summary Compensation Table because grant values represent the dollar value of the target grant values that the Compensation Committee awarded based on a percentage of each NEOs base salary, which was then divided by the 30-day average closing stock price of the Company’s Common Stock on the last trading day preceding the date of grant to determine the number of shares awarded. The values in the Summary Compensation Table represent the fair market value of the award calculated by the different methodology as set forth in FASB ASC Topic 718. (2) The total number of RSUs granted include an additional 20% related to a special one-time award for certain NEOs for completing two transformational transactions for the Company during fiscal year 2023. The additional shares include: 3,983 for Mr. Ferguson, 1,782 for Mr. Schlom, 1,438 for Mr. Emery, 1,656 for Ms. Mackey, and 1,798 for Mr. Stovall. Messrs. Hill and Lavelle did not receive the special one-time award.

  74. Severance Benefits

    Severance Benefits On October 8, 2021, the Board of Directors of the Company adopted the AZZ Inc. Executive Officer Severance Plan (the “Executive Severance Plan”), effective October 11, 2021, which replaced the AZZ Inc. Severance Plan and provides severance pay and benefits under certain circumstances to eligible active, full-time executive employees of the Company and its U.S. subsidiaries, including the Company’s executive officers, other than certain NEOs to the extent their severance benefits are set forth in their respective employment agreements, as discussed under the headings titled “Employment Agreements” (above) and “Potential Payments Upon Termination, Death, Disability or Change in Control” (below). The Executive Severance Plan provides for the payment of severance pay and benefits to eligible executive employees in the event of an involuntary termination of employment by the Company without cause or by the eligible executive employee for good reason. Additionally, the Company entered into Change of Control Severance Agreements with all executive officers, including the NEOs, although the Change of Control Severance Agreements for all of the NEOs, except for Mr. Ferguson, terminated upon the effective date of the Executive Severance Plan pursuant to an agreement that they each signed, so that severance pay and benefits due in connection with a change in control for all of the Company’s executive officers, except the CEO, would be paid to them under the terms of the Executive Severance Plan. Mr. Ferguson’s change in control agreement and the change in control provisions of the Executive Severance Plan for the other NEOs, are designed to promote stability and continuity of executive management. Information regarding applicable payments under these arrangements for our NEOs is provided under the headings titled “Employment Agreements” (above) and “Potential Payments Upon Termination or Change of Control” (below) of this Proxy Statement. The Company does not have any arrangement providing for tax gross up payments of any compensation elements with any of our executive officers, including for severance and change in control benefits.

  75. Deductibility of Executive Compensation

    Many of the incentive compensation programs approved by the Compensation Committee for Section 162(m) covered employees for fiscal year 2018 and prior years were designed to be exempt from Section 162(m) as “qualified performance-based compensation,” some of which may still qualify for deductibility under the transition rule. Because of the ambiguities and uncertainties as to the interpretation and scope of the transition relief under the Tax Cuts and Jobs Act, however, there remains some question whether compensation intended in prior years to satisfy the requirements for exemption from Section 162(m) will, in fact, be deductible. Moreover, with the elimination of the exemption for qualified performance-based compensation, the Company anticipates that more of the expense related to our compensation programs for senior executives would not be deductible for U.S. federal tax purposes. Although the Compensation Committee intends to consider tax deductibility of covered employees’ compensation going forward, it believes that the tax deduction is only one of several relevant considerations in setting compensation. Accordingly, where it is deemed to be in the Company’s best interests, e.g., to attract and retain executive talent, to compete successfully and to motivate our senior executives to achieve the goals inherent in our business strategy, the Compensation Committee may approve compensation to Section 162(m) covered employees that exceeds the limits of tax deductibility. In this regard, certain amounts of the compensation paid to our NEOs for fiscal year 2018 and subsequent years may not be deductible for federal income tax purposes under Section 162(m). In addition, Section 4999 and Section 280G of the Internal Revenue Code provide that executives could be subject to additional taxes if they receive payments or benefits that exceed certain limits in connection with a change in control of the Company and that the Company could lose an income tax deduction for such payments. The Company has not provided any executive with tax gross ups or other reimbursement for tax amounts that the executive might be required to pay under Section 4999.

  76. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by the NEOs for the fiscal year ended February 28, 2023 and the two prior fiscal years, if applicable to the individual.

  77. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards/ RSUs ($)(1) | Option /SARs Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonquali- fied Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Thomas E. Ferguson President & Chief Executive Officer | 2023 | 932,794 | — | 2,146,657 | — | 1,119,353 | — | 29,977 | 4,228,781 | | | 2022 | 870,608 | — | 2,052,510 | — | 1,190,991 | — | 27,159 | 4,141,268 | | | 2021 | 746,235 | — | 1,680,786 | — | 776,085 | — | 20,883 | 3,223,989 | | Philip Schlom Senior Vice President & Chief Financial Officer | 2023 | 411,469 | — | 520,031 | — | 315,391 | — | 17,519 | 1,264,410 | | | 2022 | 363,125 | — | 356,316 | — | 312,863 | — | 30,979 | 1,063,283 | | | 2021 | 317,833 | — | 304,493 | — | 214,855 | — | 99,203(4) | 936,385 | | Matt Emery Chief Information and Human Resources Officer | 2023 | 336,702 | — | 366,360 | — | 242,425 | — | 28,327 | 973,814 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — | | Tara D. Mackey Chief Legal Officer & Secretary | 2023 | 387,828 | — | 421,986 | — | 289,708 | — | 13,378 | 1,112,900 | | | 2022 | 370,508 | — | 362,649 | — | 293,980 | — | 10,699 | 1,037,836 | | | 2021 | 361,471 | — | 336,170 | — | 206,761 | — | 3,593 | 907,995 | | Bryan Stovall Chief Operating Officer – Metal Coatings | 2023 | 418,032 | — | 524,800 | — | 550,130 | — | 14,424 | 1,507,386 | | | 2022 | 364,584 | — | 348,887 | — | 310,464 | — | 11,767 | 1,035,702 | | | 2021 | 333,413 | — | 275,976 | — | 203,549 | — | 3,890 | 816,828 | | Gary Hill Former Chief Operating Officer – Infrastructure Solutions | 2023 | 338,088 | | — | | 134,182 | | 923,566(5) | 1,395,836 | | | 2022 | 363,596 | — | 356,198 | — | 189,334 | — | 165,521 | 1,074,649 | | | 2021 | 348,396 | — | 280,152 | — | 100,024 | — | 50,066 | 778,638 | | Ken Lavelle Former President and GM – Electrical Platform | 2023 | 331,648 | — | 261,577 | — | 218,888 | — | 26,427 | 838,540 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — |

  78. Summary Compensation Table

    (1) The amounts in this column represent the grant date fair value of the RSU and PSU awards at target performance, calculated pursuant to FASB ASC Topic 718. For PSU awards based on relative TSR, the fair value is estimated on the date of grant based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to the Company’s Executive Compensation Peer Group. PSUs vest at the end of a three-year performance cycle with payouts ranging from 0% to 200% for the relative TSR component. For more information on the calculations used to determine stock-based compensation, please see Note 13 of the Company’s Annual Report on Form 10-K for the year ended February 28, 2023 filed with the SEC on April 25, 2023. (2) The amounts in this column reflect the cash awards earned and paid out under the Company’s STI Plan. (3) All other compensation in column (i) consists of the perquisites as described in the table below titled “Fiscal Year 2023 All Other Compensation” on a per executive basis for fiscal year 2023. (4) This number includes $84,743 of relocation services and fees provided to Mr. Schlom in connection with relocating his household to Fort Worth, Texas during fiscal year 2021. (5) This number includes Mr. Hill’s accrued vacation in the amount of $43,457 and $867,190 related to the accelerated vesting of 21,488 RSUs and 920 dividend equivalents, which were settled in shares of AZZ Common Stock as discussed below under the section titled “Potential Payments” on page 78 of this Proxy Statement.

  79. Summary Compensation Table

    | 66 | 2023 Proxy Statement |

  80. Summary Compensation Table

    The following table illustrates the components comprising column (i) under the heading “All Other Compensation” in the Summary Compensation Table above:

  81. Summary Compensation Table

    | | Fiscal Year 2023 All Other Compensation | | | | | | | | Name | Financial Planning Services ($) | Insurance Benefits ($)(1) | Club Dues ($) | Physical Exams ($) | Company Contributions Under 401(K) Plan ($) | All Other Perquisites ($) | Total ($) | | Thomas E. Ferguson | 15,735 | 2,359 | — | 1,600 | 10,283 | — | 29,977 | | Philip Schlom | 2,100 | — | 4,378 | — | 11,041 | — | 17,519 | | Matt Emery | 15,735 | 2,292 | — | — | 10,300 | — | 28,327 | | Tara D. Mackey | — | 2,180 | — | — | 11,198 | — | 13,378 | | Bryan Stovall | — | 2,790 | — | — | 11,634 | — | 14,424 | | Gary Hill | — | 1,931 | — | — | 10,988 | 910,647(2) | 923,566 | | Ken Lavelle | 15,735 | — | — | — | 10,692 | — | 26,427 |

  82. Summary Compensation Table

    (1) The value attributable to each of the NEOs pursuant to the AZZ Supplemental Individual Disability Insurance Plan. (2) This aggregate amount includes Mr. Hill’s accrued vacation in the amount of $43,457 and $867,190 related to the accelerated vesting of 21,488 RSUs and 920 dividend equivalents, which were settled in shares of AZZ Common Stock upon his employment transitioning to the AIS Joint Venture on September 30, 2022 and as more fully discussed below under the section titled “Potential Payments” on page 78 of this Proxy Statement.

  83. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about cash incentive awards and equity awards made during fiscal year 2023 to each of the NEOs under the Company’s STI Plan and the 2014 Plan.

  84. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock/ RSU Awards: Number of Shares of Stock or Units (#)(3) | All Other Option/ SARs Awards: Number of Securities Underlying Options/ SARs (#) | Exercise or Base Price of Option/ SARs Awards ($/sh) | Grant Date Fair Value of Stock/RSU and Option/ SARs Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Thomas E. Ferguson | 3/1/22 | 0 | 940,256 | 1,880,512 | — | — | — | — | — | — | — | | | 5/9/22 | — | — | — | — | — | — | 23,899 | — | — | 1,071,392 | | | 5/9/22 | — | — | — | 0 | 19,916 | 39,832 | — | — | — | 1,075,265 | | Philip Schlom | 3/1/22 | 0 | 336,490 | 672,980 | — | — | — | — | — | — | — | | | 5/9/22 | — | — | — | — | — | — | 6,236 | — | — | 279,560 | | | 5/9/22 | — | — | — | 0 | 4,454 | 8,908 | — | — | — | 240,471 | | Matt Emery | 3/1/22 | 0 | 203,638 | 407,274 | — | — | — | — | — | — | — | | | 5/9/22 | — | — | — | — | — | — | 4,493 | — | — | 201,421 | | | 5/9/22 | — | — | — | 0 | 3,055 | 6,110 | — | — | — | 164,939 | | Tara D. Mackey | 3/1/22 | 0 | 234,559 | 469,117 | — | — | — | — | — | — | — | | | 5/9/22 | — | — | — | — | — | — | 5,175 | — | — | 231,995 | | | 5/9/22 | — | — | — | 0 | 3,519 | 7,038 | — | — | — | 189,991 | | Bryan Stovall | 3/1/22 | 0 | 339,570 | 679,140 | — | — | — | — | — | — | — | | | 5/9/22 | — | — | — | — | — | — | 6,293 | — | — | 282,115 | | | 5/9/22 | — | — | — | 0 | 4,495 | 8,990 | — | — | — | 242,685 | | Gary Hill(5) | 3/1/22 | 0 | 225,972 | 451,944 | — | — | — | — | — | — | — | | | 5/9/22 | — | — | — | — | — | — | 3,390 | — | — | 151,974 | | | 5/9/22 | — | — | — | 0 | 3,390 | 6,780 | — | — | — | 183,026 | | Ken Lavelle | 3/1/22 | 0 | 199,641 | 399,283 | — | — | — | — | — | — | — | | | 5/9/22 | — | — | — | — | — | — | 2,647 | — | — | 118,665 | | | 5/9/22 | — | — | — | 0 | 2,647 | 5,294 | — | — | — | 142,912 |

  85. Grants of Plan-Based Awards

    (1) Possible payouts to each NEO under the Company’s STI Plan for fiscal year 2023. (2) In fiscal year 2023, long-term equity incentive grants included PSUs, which will vest at the end of three years, if at all, based on relative TSR performance for the three-year performance cycle (March 1, 2022 to February 28, 2025) as compared to the Company’s Executive Compensation Peer Group, with payouts potentially ranging from 0% to 200%. The PSUs granted accrue dividend equivalents during the performance cycle, which will be paid either in cash or shares of AZZ Common Stock at the discretion of the Compensation Committee upon the vesting of the underlying award. For PSU awards based on relative TSR, the fair market value reported above is estimated on the date of grant based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to our Executive Compensation Peer Group. (3) Number of RSUs granted to the NEOs under the 2014 Plan. These RSUs vest ratably over a three-year period beginning on the first anniversary of the grant date. The RSUs granted accrue dividend equivalents during the restricted vesting period, which will not be paid unless and until the underlying award vests. If the underlying award vests, dividend equivalents will be paid either in cash or shares of AZZ Common Stock at the discretion of the Compensation Committee. (4) The amounts in this column for the fiscal year ended February 28, 2023 reflect the aggregate grant date fair market value calculated in accordance with FASB ASC Topic 718 for RSU and PSU awards granted to the NEOs under the 2014 Plan. Assumptions used in the calculation of this amount are included in Note 13 to the Company’s audited financial statements for the fiscal year ended February 28, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 25, 2023. (5) The RSUs and PSUs awarded to Mr. Hill were forfeited upon his employment transitioning to the AIS Joint Venture on September 30, 2022.

  86. Grants of Plan-Based Awards

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  87. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following Outstanding Equity Awards at Fiscal Year End table provides information on the holdings of unvested RSUs and PSUs by each of the NEOs as of February 28, 2023. As of the end of fiscal year 2023, no NEO had any outstanding stock option awards, either exercisable or unexercisable.

  88. Outstanding Equity Awards at Fiscal Year-End Tables

    Outstanding Equity Awards at Fiscal Year-End Tables

  89. Outstanding Equity Awards at Fiscal Year-End Tables

    | STOCK AWARDS | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Thomas E. Ferguson | 05/04/2020 | 9,498 | $386,087 | 28,492 | 1,158,182 | | | 05/04/2021 | 12,270 | $498,768 | 17,952 | 729,758 | | | 05/09/2022 | 24,771 | $1,006,942 | 20,158 | 819,432 | | Philip Schlom | 05/04/2020 | 1,425 | $57,943 | 4,274 | 173,744 | | | 05/04/2021 | 2,131 | $86,612 | 3,117 | 126,686 | | | 05/09/2022 | 6,464 | $262,743 | 4,508 | 183,257 | | Matt Emery | 05/04/2020 | 1,584 | $64,376 | 4,749 | 193,045 | | | 05/04/2021 | 1,882 | $76,523 | 2,753 | 111,924 | | | 05/09/2022 | 4,657 | $189,304 | 3,092 | 125,696 | | Tara D. Mackey | 05/04/2020 | 1,900 | $77,243 | 5,699 | 231,645 | | | 05/04/2021 | 2,169 | $88,151 | 3,172 | 128,938 | | | 05/09/2022 | 5,364 | $218,039 | 3,562 | 144,787 | | Bryan Stovall | 05/04/2020 | 1,900 | $77,243 | 3,799 | 154,444 | | | 05/04/2021 | 2,568 | $104,396 | 2,505 | 101,832 | | | 05/09/2022 | 6,523 | $265,144 | 4,550 | 184,944 | | Gary Hill(5) | — | — | — | — | — | | Ken Lavelle | 05/04/2020 | 1,584 | $64,376 | 4,749 | 193,045 | | | 05/04/2021 | 1,713 | $69,640 | 2,506 | 101,874 | | | 05/09/2022 | 2,744 | $111,527 | 2,679 | 108,909 |

  90. Outstanding Equity Awards at Fiscal Year-End Tables

    (1) Amounts in this column represent RSU awards, which vest ratably over a three-year period from the grant date. (2) The amounts in this column include dividend equivalents, accrued through February 28, 2023, of the underlying equity award that will vest if, and when, the RSUs to which such dividend equivalent relate becomes vested. (3) The fair market value of the RSU and PSU awards is based upon the closing market price of AZZ Common Stock as of February 28, 2023, which was $40.65. (4) Amounts in this column represent PSUs granted on May 4, 2020, May 4, 2021 and May 9, 2022, which have a three-year performance cycle and will vest and become payable, if at all, on the third anniversary of the grant date. The amounts in this column also include accrued dividend equivalents through February 28, 2023, that will vest if, and when the PSUs to which such dividend equivalents relate become vested. (5) Mr. Hill’s employment services transitioned to, and he became an employee of, the AIS Joint Venture and was no longer employed by AZZ as of September 30, 2022 and did not have any outstanding awards as of February 28, 2023.

  91. Option/Sar Exercises and Stock Vested for Fiscal Year 2023

    Option/Sar Exercises and Stock Vested for Fiscal Year 2023 The following table provides information regarding the vesting of RSUs and PSUs by NEOs during fiscal year 2023.

  92. Option/Sar Exercises and Stock Vested for Fiscal Year 2023

    | | Option/SAR Awards | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise(1) (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Thomas E. Ferguson | — | — | 49,070(3) | 2,195,736(4) | | Philip Schlom | — | — | 2,423(5) | 115,504(6) | | Matt Emery | — | — | 7,528(7) | 337,350(8) | | Tara D. Mackey | — | — | 9,674(9) | 432,481(10) | | Bryan Stovall | — | — | 17,996(11) | 771,164(12) | | Gary Hill | — | — | 30,623(13) | 1,234,902(14) | | Ken Lavelle | — | — | 18,454(15) | 781,591(16) |

  93. Option/Sar Exercises and Stock Vested for Fiscal Year 2023

    (1) There were no SARs or options exercised during fiscal year 2023. (2) Awards vested were RSUs and PSUs granted under the Company’s 2014 Plan, which accrue dividend equivalents during the restricted vesting period, and may be settled in shares of AZZ Common Stock at the discretion of the Compensation Committee if, and when, the underlying award vests. (3) This number includes: (i) 14,894 RSUs that vested on May 4, 2022 plus 348 accrued dividend equivalents; (ii) 5,743 RSUs that vested on May 22, 2022 plus 276 accrued dividend equivalents; and (iii) 17,229 target PSUs that vested on May 22, 2022 plus 1,277 accrued dividend equivalents and 9,303 additional shares earned based upon the achievement of 154% of pre-established performance goals during the performance cycle. (4) The value realized upon the vesting of (i) 15,242 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2022 of $47.67; (ii) 6,019 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 20, 2022 of $43.43 (the last trading day prior to the date of vesting); and (iii) 27,809 PSUs (including accrued dividend equivalents and additional earned shares) based on the closing price of our Common Stock on May 20, 2022 of $43.43. (5) This number includes 2,371 RSUs that vested on May 4, 2022 plus 52 accrued dividend equivalents. Mr. Schlom did not have any PSUs that vested during fiscal year 2023. (6) The value realized upon the vesting of 2,423 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2022 of $47.67. (7) This number includes: (i) 2,404 RSUs that vested on May 4, 2022 plus 51 accrued dividend equivalents; (ii) 862 RSUs that vested on May 22, 2022 plus 41 accrued dividend equivalents; and (iii) 2,584 target PSUs that vested on May 22, 2022 plus 191 accrued dividend equivalents and 1,395 additional shares earned based upon the achievement of 154% of pre-established performance goals during the performance cycle. (8) The value realized upon the vesting of (i) 2,455 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2022 of $47.67; (ii) 903 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 20, 2022 of $43.43 (the last trading day prior to the date of vesting); and (iii) 4,170 PSUs (including accrued dividend equivalents and additional earned shares) based on the closing price of our Common Stock on May 20, 2022 of $43.43. (9) This number includes: (i) 2,842 RSUs that vested on May 4, 2022 plus 68 accrued dividend equivalents; (ii) 1,149 RSUs that vested on May 22, 2022 plus 55 accrued dividend equivalents; and (iii) 3,445 target PSUs that vested on May 22, 2022 plus 255 accrued dividend equivalents and 1,860 additional shares earned based upon the achievement of 154% of pre-established performance goals during the performance cycle (10) The value realized upon the vesting of (i) 2,910 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2022 of $47.67; (ii) 1,204 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 20, 2022 of $43.43; (the last trading day prior to the date of vesting) and (iii) 5,560 PSUs (including accrued dividend equivalents and additional earned shares) based on the closing price of our Common Stock on May 20, 2022 of $43.43. (11) This number includes: (i) 4,528 RSUs that vested on May 4, 2022 plus 84 accrued dividend equivalents; (ii) 689 RSUs that vested on May 22, 2022 plus 33 accrued dividend equivalents; (iii); and 1,378 target PSUs that vested on May 20, 2022 plus 102 accrued dividend equivalents and 744 additional shares earned based upon the achievement of 154% of pre-established performance goals during the performance cycle; and (iv) 10,000 RSUs that cliff vested on November 1, 2022 plus 438 accrued dividend equivalents. (12) The value realized upon the vesting of (i) 2,946 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2022 of $47.67; (ii) 722 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 20, 2022 (the last trading day prior to the date of vesting) of $43.43; and (iii) 2,224 PSUs (including accrued dividend equivalents and additional earned shares) based on the closing price of our Common Stock on May 20, 2022 of $43.43; and (iv) 10,438 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on November 1, 2022 of $40.56. (13) This number includes: (i) 2,522 RSUs that vested on May 4, 2022 plus 57 accrued dividend equivalents; (ii) 957 RSUs that vested on May 22, 2022 plus 46 accrued dividend equivalents; and (iii) 2,871 target PSUs that vested on May 22, 2022 plus 212 accrued dividend equivalents and 1,550 additional shares earned based upon the achievement of 154% of pre-established performance goals during the performance cycle; (iv) 622 RSUs granted on May 4, 2020 and 27 accrued dividend equivalents which were settled in shares of AZZ Common Stock; (v.) 450 RSUs that were granted on May 9, 2022 and 3 accrued dividend equivalents which were settled in shares of AZZ Common Stock; (vi) 416 RSUs granted on May 4, 2021 and 9 accrued dividend equivalents which were settled in shares of AZZ Common Stock; and (vii) 20,000 RSUs that were granted on February 11, 2020 in connection with a special one-time retention grant and 881 accrued dividend equivalents which were settled in shares of AZZ Common Stock.

  94. Option/Sar Exercises and Stock Vested for Fiscal Year 2023

    | 70 | 2023 Proxy Statement |

  95. Option/Sar Exercises and Stock Vested for Fiscal Year 2023

    The value realized upon the vesting of (i) 2,579 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2022 of $47.67; (ii) 1,003 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 20, 2022 of $43.43; (the last trading day prior to the date of vesting); (iii) 4,633 PSUs (including accrued dividend equivalents and additional earned shares) based on the closing price of our Common Stock on May 20, 2022 of $43.43; and (iv) 22,408 RSUs (including accrued dividend equivalents) based on the closing price of $38.70, which was the closing price of our Common Stock on December 16, 2022, the date the RSUs were settled. (15) This number includes: (i) 2,324 RSUs that vested on May 4, 2022 plus 56 accrued dividend equivalents; (ii) 957 RSUs that vested on May 22, 2022 plus 46 accrued dividend equivalents; (iii) 2871 target PSUs that vested on May 22, 2022 plus 212 accrued dividend equivalents and 1,550 additional shares earned based upon the achievement of 154% of pre-established performance goals during the performance cycle; and (iv) 10,000 RSUs that cliff vested on November 1, 2022 plus 438 accrued dividend equivalents. (16) The value realized upon the vesting of (i) 2,380 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2022 of $47.67; (ii) 1,003 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 20, 2022 of $43.43 (the last trading day prior to the date of vesting); (iii) 4,633 PSUs (including accrued dividend equivalents and additional earned shares) based on the closing price of our Common Stock on May 20, 2022 of $43.43 (the last trading day prior to the date of vesting and (iv) 10,438 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on November 1, 2022 of $40.56.

  96. POTENTIAL PAYMENTS UPON TERMINATION, DEATH, DISABILITY OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION, DEATH, DISABILITY OR CHANGE OF CONTROL Messrs. Ferguson and Schlom, each have an employment agreement with AZZ, which is described above in the section titled “Employment Agreements” and which provide for severance pay and benefits upon a termination of employment not in connection with a change in control. Mr. Ferguson also has a Change in Control Agreement with AZZ that provides for severance pay and benefits upon a termination of employment in connection with a change in control. Ms. Mackey and Messrs. Emery, Lavelle and Stovall are participants in the Executive Officer Severance Plan (effective October 11, 2021, as described in the above section titled “Severance Benefits;” the “Executive Severance Plan”) that provides for severance pay and benefits upon a termination of employment with or without a connection of a change in control. Mr. Schlom is also eligible under the Executive Severance Plan but only for change in control severance pay and benefits under that plan. Accordingly, each of the Company’s NEOs are entitled to certain payments and benefits under certain circumstances following a termination of employment with or without a change in control. These benefits are summarized below and reflect obligations outlined in employment agreements, the 2014 Plan and the Executive Severance Plan (described in the sections titled “Employment Agreements” and “Severance Benefits” above).

  97. POTENTIAL PAYMENTS

    POTENTIAL PAYMENTS The following table reflects the amount of compensation to each NEO, except for Mr. Hill who is discussed separately below since he was no longer employed with the Company on February 28, 2023 as previously discussed, in the event of termination of that executive’s employment not in connection with a change in control, as well as in connection with a change in control, in each case as the result of voluntary termination without good reason, voluntary termination for good reason, involuntary not-for-cause termination, for cause termination, and disability or death of the executive, effective as of February 28, 2023. The following calculations assume that each NEO had met requirements under our incentive compensation plans and the executive was employed as of year-end to receive benefits related to fiscal year 2023, and thus include amounts earned through that time and are estimates of the amounts which would be paid to the executives upon their termination. The actual amounts to be paid can only be determined at the time of an executive’s separation from the Company. As of February 28, 2023, each executive had received all of the base salary earned during fiscal year 2023, and no portion of his or her base salary was unpaid at that date. Mr. Hill has not been included in the table below as he was not an employee of the Company as of February 28, 2023.

  98. POTENTIAL PAYMENTS

    | | Termination of Employment Not In Connection with Change in Control(1) | | | Termination of Employment In Connection with a Change in Control(2) | | | | | Death/ Disability | Termination for Cause or Without Good Reason | Termination Without Cause or For Good Reason | Death/ Disability | Termination for Cause or Without Good Reason | Termination Without Cause or For Good Reason | | Thomas Ferguson | | | | | | | | Severance | $— | $— | $2,999,865(6) | $— | $— | $2,811,365(7) | | Accelerated Vesting of RSUs(8) | $— | $— | $1,891,797 | $— | $— | $1,891,797 | | Accelerated Vesting of PSUs(9) | $— | $— | $2,707,372 | $— | $— | $2,707,372 | | Health Benefits | $— | $— | $—(5) | $— | $— | $—(3) | | TOTAL | $— | $— | $7,599,034 | $— | $— | $7,410,534(4) |

  99. POTENTIAL PAYMENTS

    | 76 | 2023 Proxy Statement |

  100. POTENTIAL PAYMENTS

    | | Termination of Employment Not In Connection with Change in Control(1) | | | Termination of Employment In Connection with a Change in Control(2) | | | | | Death/ Disability | Termination for Cause or Without Good Reason | Termination Without Cause or For Good Reason | Death/ Disability | Termination for Cause or Without Good Reason | Termination Without Cause or For Good Reason | | Philip Schlom | | | | | | | | Severance | $— | $— | $736,004(10) | $— | $— | $1,787,399(11) | | Accelerated Vesting of RSUs(8) | $— | $— | $407,298 | $— | $— | $407,298 | | Accelerated Vesting of PSUs(9) | $— | $— | $483,687 | $— | $— | $483,687 | | Health Benefits | $— | $— | $—(5) | $— | $— | $53,589(3) | | TOTAL | $— | $— | $1,626,989 | $— | $— | $2,731,973(4) | | Matt Emery | | | | | | | | Severance | $— | $— | $1,115,155(12) | $— | $— | $1,406,065(11) | | Accelerated Vesting of RSUs(8) | $— | $— | $330,203 | $— | $— | $330,203 | | Accelerated Vesting of PSUs(9) | $— | $— | $430,665 | $— | $— | $430,665 | | Health Benefits | $— | $— | $22,121(5) | $— | $— | $42,072(3) | | TOTAL | $— | $— | $1,898,144 | $— | $— | $2,209,005(4) | | Tara Mackey | | | | | | | | Severance | $— | $— | $1,310,667(12) | $— | $— | $1,650,986(11) | | Accelerated Vesting of RSUs(8) | $— | $— | $383,433 | $— | $— | $383,433 | | Accelerated Vesting of PSUs(9) | $— | $— | $505,370 | $— | $— | $505,370 | | Health Benefits | $— | $— | $16,206(5) | $— | $— | $31,117(3) | | TOTAL | $— | $— | $2,215,676 | $— | $— | $2,570,906(4) | | Bryan Stovall | | | | | | | | Severance | $— | $— | $2,012,020 (12) | $— | $— | $2,499,316(11) | | Accelerated Vesting of RSUs(8) | $— | $— | $446,783 | $— | $— | $446,783 | | Accelerated Vesting of PSUs(9) | $— | $— | $441,220 | $— | $— | $441,220 | | Health Benefits | $— | $— | $—(5) | $— | $— | $—(3) | | TOTAL | $— | $— | $2,900,023 | $— | $— | $3,387,319(4) | | Ken Lavelle | | | | | | | | Severance | $— | $— | $1,046,324(12) | $— | $— | $1,322,136(11) | | Accelerated Vesting of RSUs(8) | $— | $— | $245,543 | $— | $— | $245,543 | | Accelerated Vesting of PSUs(9) | $— | $— | 403,828 | $— | $— | 403,828 | | Health Benefits | $— | $— | $19,940(5) | $— | $— | $40,876(3) | | TOTAL | $— | $— | $1,715,635 | $— | $— | $2,012,383(4) |

  101. POTENTIAL PAYMENTS

    (1) A termination not in connection with a change in control refers to a termination that occurs outside the change in control period as described under the section above titled, “Payments Made Upon a Termination Not in Connection with a Change in Control.” (2) A termination in connection with a change in control refers to a termination that occurs within the change in control period as described under the section above titled, “Payments Made Upon a Termination in Connection with a Change in Control.” (3) Under Mr. Ferguson’s Change in Control Agreement, he is not entitled to post-employment health benefits. Under the Executive Severance Plan, for a termination without cause or for good reason in connection with a change in control, to the extent Ms. Mackey, Mr. Emery, Mr. Schlom, Mr. Lavelle and Mr. Stovall elect COBRA continuation coverage under the Company’s medical, dental and/or vision plans for themselves and their spouses and dependents, the Company will pay the full cost of the COBRA continuation coverage for up to 24 months, which has been estimated above. This amount is determined assuming Ms. Mackey and Messrs. Emery, Schlom, Lavelle and Stovall maintain the same coverage during the 24 month severance period and the cost of that coverage remains unchanged. The COBRA amounts for these coverages are calculated at the rates in effect as of February 28, 2023, and no increase in those amounts is known or assumed for future years. As of February 28, 2023, Mr. Stovall did not maintain any Company medical coverage, so he was not eligible for COBRA continuation coverage. (4) Amounts payable to the NEOs may have to be reduced if they are subject to an excise parachute excise tax under Code Section 4999 and reduction provides the NEOs with a larger after-tax amount than the full amount of severance pay and benefits. Under Messrs. Ferguson’s and Schlom’s employment agreements, they are not entitled to post-employment health benefits. Under the Executive Severance Plan, for a termination without cause or for termination for good reason not in connection with a change in control, to the extent Ms. Mackey and Messrs. Emery, Lavelle and Stovall elect COBRA continuation coverage under the Company’s medical, dental and/or vision plans for themselves and their spouses and dependents, they will only pay the monthly contributions that actively employed employees would pay for that coverage, and the Company will pay the remaining cost of the COBRA continuation coverage for up to 18 months, which has been estimated here. This amount is determined assuming Ms. Mackey and Messrs. Emery, Lavelle and Stovall maintain the same coverage during the 18-month severance period and the cost of coverage and the Company’s contribution towards that coverage remains unchanged. The COBRA amounts and amounts paid by active employees for these coverages are calculated at the rates in effect as of February 28, 2023, and no increase in those amounts is known or assumed for future years. As of February 28, 2023, Mr. Stovall did not maintain any Company medical coverage, so he was not eligible for COBRA continuation coverage. (6) This amount is Mr. Ferguson’s base salary for a period of 24 months plus the actual amount of his pro-rated short-term cash incentive payment. Assuming a termination date of February 28, 2022, Mr. Ferguson would be eligible for an actual annual cash incentive of 100% of his fiscal year 2022 annual base salary, and the severance amount includes the actual incentive bonus amount and not the target bonus amount. The stated amount of Mr. Ferguson’s base salary was used even though the actual amount paid to him in 2023 varied due to timing of payments. Because the incentive bonus was earned as of February 28, 2023, Mr. Ferguson would have been eligible to receive this amount whether or not he terminated as that date. Mr. Ferguson’s Second Amended CEO Agreement with the Company also provides that if he is terminated without cause or for good reason, he will be entitled to his base salary for the period from the date of termination to the end of the original 3-year term of the Second Amended CEO Agreement, but in any case, a period of at least 24 months; and in his case, 24 months is longer than the remaining term of his agreement. (7) This amount is 2.99 times the base salary of Mr. Ferguson. Severance benefits for Mr. Ferguson are set forth in his Change in Control Agreement. This may have to be reduced if it is subject to an excise parachute excise tax under Code Section 4999 and reduction provides Mr. Ferguson with a larger after-tax amount than the full amount of severance pay and benefits. (See the description under the section titled, “Payments Made Upon a Termination In Connection with a Change In Control.”) (8) Pursuant to the 2014 Plan and the accompanying award agreements, for a termination without cause or for good reason, the Compensation Committee in its sole discretion may deem the RSUs vested, and it is assumed here that the Compensation Committee would do so for all RSU awards for Messrs. Ferguson and Schlom upon a termination of employment without cause or for good reason not in connection with a change in control. The Executive Severance Plan provides that upon a termination without cause or for good reason not in connection with a change in control, all time-based RSUs vest; so Ms. Mackey’s and Messrs. Emery, Lavelle and Stovall’s RSUs will vest without Compensation Committee discretion. Under Mr. Ferguson’s change in control agreement and the Executive Severance Plan, upon a termination without cause or for good reason in connection with a change in control, all RSU awards of the NEOs vest. The value of the accelerated vesting of RSUs, including any dividend equivalents accrued during the vesting period, are calculated based upon the closing price of the Company’s Common Stock on February 28, 2023, of $40.65. (9) Under Mr. Ferguson’s change in control agreement, upon a termination without cause or for good reason in connection with a change in control, his PSUs vest. In addition, pursuant to the 2014 Plan and the accompanying award agreements, for a termination without cause or for good reason, the Compensation Committee in its sole discretion may deem the PSUs payable at the target amount (i.e., 100% achievement of the performance goals) in the event that it accelerates the vesting date of such PSUs, and it is assumed here that the Compensation Committee would do so for Ms. Mackey and Messrs. Schlom, Emery, Lavelle and Stovall for such a termination whether or not in connection with a change in control. The value of the PSUs granted during fiscal years 2021 ,2022 and 2023, including any dividend equivalents accrued, was calculated using the closing price of the Company’s Common Stock on February 28, 2023, of $40.65 and assuming that the Compensation Committee determined that these PSUs were each payable at their respective target amounts. (10) This amount represents Mr. Schlom’s annual base salary for the remainder of the original 3-year term of the employment agreement, but not less than a period of 12 months and actual annual cash bonuses. As of February 28, 2023 Mr. Schlom had 8 months and 3 days remaining on the original term of his employment agreement, so he would receive 12 months of annual base salary. The severance amount includes the actual incentive bonus amount and not the target bonus amount. The stated amount above for Mr. Schlom’s base salary was used even though the actual amount paid to him in 2023 varied due to timing of payments. Because the incentive bonus was earned as of February 28, 2023, Mr. Schlom would have been eligible to receive this amount whether or not they were terminated as that date. Severance benefits for Mr.Schlom is set forth in his employment agreement. (11)

  102. POTENTIAL PAYMENTS

    The Company’s Executive Severance Plan provides for payment of benefits to eligible employees in the event of a change in control and who do not receive benefits under an existing change in control agreement. This amount represents 24 months of annual base salaries and target annual cash bonuses for the NEOs (except for Mr. Ferguson), plus a prorated portion of their target annual cash bonuses calculated as of February 28, 2023, for the full fiscal year. Mr. Schlom’s target bonus was 70% of base salary; Ms. Mackey’s and Mr. Emery’s target bonus was 60% of base salary; Mr. Lavelle’s target bonus was 55% of base salary; and Mr. Stovall’s target bonus was 80% of base salary. (See the description under the section titled, “Payments Made Upon a Termination In Connection with a Change In Control.”) (12) The Executive Severance Plan provides for payment of benefits to eligible employees in the event of an involuntary termination of employment and who do not receive severance benefits under an existing employment agreement. For Ms. Mackey and Messrs. Emery, Lavelle and Stovall, this number represents 18 months of both annual base salaries and target annual cash bonuses, and her/his target annual bonus. The stated amount of Ms. Mackey’s and Messrs. Emery, Lavelle and Stovall’s base salary was used even though the actual amount paid to her/him in 2023 varied due to timing of payments. Ms. Mackey and Mr. Emery were eligible for a target annual cash bonus of 60% of his/her annual base salaries; Mr. Lavelle’s target bonus was 55% of base salary; and Mr. Stovall was eligible for a target annual cash bonus of 80% of his annual base salary. Mr. Hill As previously discussed herein, in connection with the closing of the AIS Divestiture on September 30, 2022, Mr. Hill’s employment services transitioned to, and he became an employee of, the AIS Joint Venture and was no longer an employee of the Company. In order to compensate Mr. Hill for his time of employment at, and services to, the Company during fiscal year 2023 prior to the transfer, the Compensation Committee approved a pro-rata annual cash incentive payment based upon previously approved performance metrics for fiscal year 2023 for the Company’s Infrastructure Solutions segment and the accelerated vesting of certain outstanding RSU awards previously granted to Mr. Hill as detailed in the table below. The Compensation Committee did not accelerate the following outstanding RSU and

  103. POTENTIAL PAYMENTS

    | 78 | 2023 Proxy Statement |

  104. POTENTIAL PAYMENTS

    PSU awards for Mr. Hill which were forfeited upon the AIS Divestiture: (i) 889 RSUs granted on May 4, 2020, (ii) 1,609 RSUs granted on May 4, 2021, (iii) 2,940 RSUs granted on May 9, 2022, (iv) 4,531 PSUs granted on May 4, 2020, (v) 3,037 PSUs granted on May 4, 2021, and (vi) 3,390 RSUs granted on May 9, 2022. The table below shows the compensation that Mr. Hill received in connection with his separation from service with AZZ on September 30, 2022:

  105. POTENTIAL PAYMENTS

    | Payments and Benefits | | | Cash Payments | | | Cash Annual Incentive Payment for Fiscal Year 2023(1) | $134,182 | | Equity Value | | | RSUs(2) | $867,190 | | Benefits(3) | | | Accrued Vacation | $43,457 |

  106. POTENTIAL PAYMENTS

    (1) Mr. Hill was paid at 100% of his annual cash incentive target for fiscal year 2023. The value reflected represents the pro-rata portion from March 1, 2022 through September 30, 2022. (2) The value reflected is for the accelerated vesting on September 30, 2022 of (i) 622 RSUs granted on May 4,2020 and 27 accrued dividend equivalents which were settled in shares of AZZ Common Stock; (ii) 416 RSUs that were granted on May 4, 2021 and 9 accrued dividend equivalents which were settled in shares of AZZ Common Stock; (iii) 450 RSUs that were granted on May 9,2022 and 3 accrued dividend equivalents which were settled in shares of AZZ Common Stock; and (iv) 20,000 RSUs that were granted on February 11,2020 in connection with a special one-time retention grant and 881 accrued dividend equivalents which were settled in shares of AZZ Common Stock. The total number of shares (including the dividend equivalents) were calculated using a stock price of $38.70, which was the closing price of AZZ’s Common Stock on December 16,2022, the date the RSUs were settled. (3) No health benefits were paid to Mr. Hill upon his separation from service with the Company.

  107. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd – Frank Wall Street Reform and Consumer Protection Act, AZZ is providing the following information regarding the ratio of the annual total compensation for the Company’s Chief Executive Officer to the median of the annual total compensation of all of the Company’s employees, other than the Chief Executive Officer (the “CEO Pay Ratio”). The CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For AZZ’s last completed fiscal year, the ratio of the annual total compensation of Mr. Ferguson to the annual total compensation of the median employee of the Company was as follows:

  108. CEO Pay Ratio

    | Fiscal Year | Mr. Ferguson’s Total Compensation ($)(1) | Median Employee Total Compensation ($) | Pay Ratio of CEO Compensation to Median Employee | | 2023 | 4,228,781 | 48,411 | 87:1 |

  109. CEO Pay Ratio

    (1) The annual total compensation of Mr. Ferguson, as reported in the Summary Compensation Table presented on page 66 in this Proxy Statement. For fiscal year 2023, we elected to calculate a new median employee primarily due to the completion of two transformational business transactions during the year, the Precoat Metals acquisition and the AIS Divestiture which were disclosed in AZZ’s prior SEC filings, which we believe significantly changed our employee population used for the CEO Pay Ratio calculation. To identify the “median employee” from our current employee population after such transactions, the methodology and the material assumptions, adjustments, and estimates used were as follows: • We selected February 28, 2023, the last day of our fiscal year, as the date upon which the Company identified the “median employee”. • We determined that as of February 28, 2023, the Company and its consolidated subsidiaries employee population consisted of approximately 3,837 individuals (full-time and part-time) . Of these individuals, 3,594 were located in the United States and 243 were located in Canada. • We identified our median employee based on the total cash compensation paid during the 12-month period from March 1, 2022 through February 28, 2023, which was consistently applied to all of our employees included in the calculation. We annualized the compensation of all full-time employees hired during this period. Since we do not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure. For purposes of determining the median employee, we considered for each of our employees (i) actual base salary (in the case of hourly workers, base wages including overtime pay); (ii) cash bonuses paid during the fiscal year; and (iii) sales commissions, if applicable. For our employees located in Canada, we applied a Canadian to U.S. dollar exchange rate averaged from March 1, 2022 through February 28, 2023, to the compensation elements paid in Canadian currency. Once the median employee was identified, we calculated the annual total compensation of such median employee, as reported in the chart above, using the same methodology used to determine the annual total compensation of Mr. Ferguson as required in the Summary Compensation Table on page 66 in this Proxy Statement. The CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  110. CEO Pay Ratio

    | 80 | 2023 Proxy Statement |

  111. CEO Pay Ratio

    The following section has been prepared as required by the SEC’s pay versus performance (“PvP”) disclosure rules adopted pursuant to the Dodd-Frank Act and set forth in Item 402(v) of Regulation S-K (the “PvP Rules”). Under the PvP Rules, the Company must calculate compensation using the methodology required by the SEC referred to as “compensation actually paid” (“CAP”), which is then compared to certain Company and peer group performance measures prescribed by the SEC. CAP amounts do not reflect the actual amount of compensation earned or received by or paid to our PEO and non-PEO NEOs in the applicable fiscal year. CAP, as required under the PvP Rules, is influenced by many factors. CAP reflects adjusted values to unvested and vested equity awards during the fiscal years based on year-end stock prices and various accounting valuation assumptions. CAP generally fluctuates due to stock price achievement, timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics and varying levels of actual achievement of performance goals.

  112. CEO Pay Ratio

    | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | AZZ Total Shareholder Return(5) ($) | S&P Composite 1500 Building Products Index Total Shareholder Return(5) ($) | Net Income (Loss) ($ Millions) | Adjusted EPS(7) | | 2023 | 4,042,222 | 3,797,001 | 1,441,129 | 1,429,076 | 115.80 | 171.70 | (61.2)(6) | 4.01 | | 2022 | 4,141,268 | 5,407,772 | 980,499 | 1,290,420 | 137.90 | 168.42 | 84.0 | 3.34 | | 2021 | 3,223,989 | 3,514,778 | 877,896 | 1,642,628 | 141.23 | 148.00 | 39.6 | 2.11 |

  113. CEO Pay Ratio

    (1) We refer to the Company’s PEO as CEO throughout this Proxy Statement. The PEO was Mr. Ferguson for each of the fiscal years shown in the table above. (2) CAP for the PEO is calculated as noted in the table below:

  114. CEO Pay Ratio

    | | 2023 | 2022 | 2021 | | Summary Compensation Table Total (“SCT”) Compensation | $4,042,222 | $4,141,268 | $3,223,989 | | Minus: RSU and PSU values reported in SCT for applicable fiscal year | (2,146,657) | (2,052,510) | (1,680,786) | | Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(a) | 1,781,080 | 1,727,973 | 2,777,661 | | Plus or minus (as applicable): Change based on ASC 718 fair value of awards granted during applicable fiscal year that remain unvested as of applicable fiscal year end(a) | (112,761) | 949,716 | 1,650,488 | | Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year | 149,081 | 560,982 | (205,982) | | Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during the current fiscal year | — | — | (2,260,395) | | Plus: dividend equivalents earned during applicable fiscal year upon vesting | 84,036 | 80,343 | 9,804 | | Compensation Actually Paid | $3,797,001 | $5,407,772 | $3,514,778 |

  115. CEO Pay Ratio

    (a) The fair value as of the applicable fiscal year end (prior to vesting) for RSU and PSU awards at target performance was calculated pursuant to FASB ASC Topic 718. For fiscal year 2021, 2022 and 2023, the PSUs vest at the end of a three-year performance period with payouts ranging from 0%-200% for the relative TSR component. For PSU awards based on relative TSR, the fair value is estimated at year end based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in our peer group. (3) The non-PEO NEOs reflected in the table above were as follows: for fiscal year 2023 — Mr. Emery, Mr. Hill, Mr. Lavelle, Ms. Mackey, Mr. Stovall and Mr. Schlom; for fiscal year 2022 — Mr. Hill, Ms. Mackey, Mr. Stovall and Mr. Schlom; and for fiscal year 2021 — Mr. Fehlman, Ms. Mackey, Mr. Hill, Mr. Schlom and Mr. Stovall. Mr. Fehlman served as the Company’s Senior Vice President, Chief Financial Officer until May 31, 2020.. (4) The average CAP for the Non-PEO NEOs is calculated as noted in the table below:

  116. CEO Pay Ratio

    | | 2023 | 2022 | 2021 | | Summary Compensation Table (“SCT”) Total Compensation | $1,441,129 | $980,499 | $877,896 | | Minus: RSU and PSU values reported in SCT for applicable fiscal year | (349,126) | (299,198) | (436,563) | | Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(b) | 337,354 | 319,183 | 992,129 | | Plus or minus (as applicable): Change based on ASC 718 fair value of awards granted during applicable fiscal year that remain unvested as of applicable fiscal year end(b) | (18,789) | 192,234 | 321,725 | | Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year | (4,948) | 87,343 | (47,148) | | Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during applicable fiscal year | — | — | (67,454) | | Plus: dividends equivalents earned during applicable fiscal year upon vesting | 23,455 | 10,359 | 2,042 | | Compensation Actually Paid | $1,429,076 | $1,290,420 | $1,642,628 |

  117. CEO Pay Ratio

    (b) The fair value as of the applicable fiscal year end (prior to vesting) for RSUs and PSU awards at target performance was calculated pursuant to FASB ASC Topic 718. For fiscal year 2021, 2022 and 2023, the PSUs vest at the end of a three-year performance period with payouts ranging from 0%-200% for the relative TSR component. For PSU awards based on relative TSR, the fair value is estimated at year end based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in our peer group. (5) TSR is based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. The S&P Composite 1500 Building Products Index is the industry peer group included in the Stock Performance Graph in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2023. (6) During fiscal year 2023, we recognized a loss related to the AIS Divestiture of $159.9 million, which adversely impacted GAAP net income, resulting in a net loss for the year of $61.2 million. In addition, the AIS business was recorded as discontinued operations in our consolidated statements of income, because this business will not be part of our ongoing operations. The GAAP net income from continuing operations reported in our Annual Report on Form 10-K for the year ended February 28, 2023, which represents our ongoing business, was $66.3 million for fiscal year 2023. (7) The Board and its Compensation Committee determined that Adjusted earnings per share (EPS) was the most important financial performance measure that the Company used to link compensation actually paid to our PEO and non-PEO NEOs to financial performance for fiscal year 2023. Adjusted EPS is a non-GAAP measure. Due to the acquisition of Precoat Metals and the AIS Divestiture, Adjusted EPS for purposes of compensation performance measures for fiscal year 2023 is calculated as net income available to common shareholders, excluding the loss on the AIS divestiture, amortization, acquisition and transaction-related expenses, additional depreciation associated with the Precoat acquisition and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares. For fiscal year 2022 and fiscal year 2021, Adjusted EPS is calculated as net income, excluding restructuring and impairment charges, acquisition-related expenses and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares.