DEF 14A of Quanex Building Products CORP, Jan 25, 2024

DEF 14A of Quanex Building Products CORP

Filed Jan 25, 2024 · FY20230001104659-24-006665

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Seven directors are nominated for election at the meeting. All nominees are standing for terms of one year, to expire at the Company’s annual meeting of shareholders in 2025. Current directors Susan F. Davis, Bradley E. Hughes, Jason D. Lippert, Donald R. Maier, Curtis M. Stevens, William E. Waltz, Jr., and George L. Wilson are standing for re-election. All director nominees were elected by the shareholders for a one year term at the Company’s 2023 annual meeting of shareholders. Current director William C. Griffiths is not standing for re-election, pursuant to the Company’s director retirement guidelines. In reviewing the information contained in this Proxy Statement that relates to our directors, it is important to note that the Company was initially created on December 12, 2007, in connection with the April 2008 spin-off of the building products business of Quanex Corporation, and the related merger of Quanex Corporation with Gerdau S.A. In connection with these transactions, the directors of Quanex Corporation became the directors of Quanex Building Products Corporation. As such, we have listed these “carryover” directors as beginning with the Company in 2007 despite the fact that they may have served in similar positions with Quanex Corporation prior to that time. For information related to the transaction, the origins of Quanex Building Products Corporation, and any pre-transaction service as a director of Quanex Corporation, please see (a) the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2008, (b) the Information Statement attached as Exhibit 99.1 to the Company’s Registration Statement on Form 10, filed April 4, 2008 and effective April 9, 2008, and (c) Quanex Corporation’s Annual Report on Form 10-K, as amended by Form 10-K/A, for the fiscal year ended October 31, 2007.

  2. ELECTION OF DIRECTORS

    | Nominees for election to a term that will expire at the 2025 Annual Meeting | Principal Occupation | Age | Director Since | | Susan F. Davis | Retired Executive Vice President — Asia Pacific of Johnson Controls, Inc. (Milwaukee, Wisconsin). | 70 | 2007 | | Bradley E. Hughes | Retired President and Chief Executive Officer of Cooper Tire & Rubber Co. (Findlay, Ohio). | 61 | 2022 | | Jason D. Lippert | Chief Executive Officer of LCI Industries (Elkhart, Indiana). | 51 | 2021 | | Donald R. Maier | Executive Services Consultant to Chobani, Inc. (New Berlin, New York). | 59 | 2019 | | Curtis M. Stevens | Retired Chief Executive Officer of Louisiana-Pacific Corporation (Nashville, Tennessee). | 71 | 2010 | | William E. Waltz, Jr. | President and Chief Executive Officer of Atkore, Inc. (Harvey, Illinois). | 59 | 2020 | | George L. Wilson | President and Chief Executive Officer, Quanex Building Products Corporation (Houston, Texas). | 55 | 2020 |

  3. Director Nominee Biographies, Key Attributes, and Skills

    Director Nominee Biographies, Key Attributes, and Skills

  4. Director Compensation

    Director Compensation Directors who are also employees of the Company do not receive any additional compensation for serving on the Board. In fiscal 2023, Mr. Wilson was an employee of the Company. As such, he did not receive any additional compensation for Board service. Mr. Griffiths was a director prior to becoming an employee of the Company and served as an employee director for part of fiscal year 2022 until his retirement as an employee of the Company in February 2022. He did not receive any director compensation from the date on which he became an employee until the date he retired as an employee of the Company. Mr. Griffiths will continue to serve on the Board as the Non-Executive Chairman until his retirement in February 2024. For the fiscal year ended October 31, 2023, the Company’s non-employee directors received the following compensation: •

  5. Lead Director Fee1 — $20,000/year paid quarterly

    | Name | Fees Earned or Paid in Cash(1) ($) | Restricted Stock Unit Awards(2) ($) | Option Awards(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Susan F. Davis | 112,000 | 100,001 | — | — | 22,369 | 234,370 | | William C. Griffiths | 110,000 | 100,001 | — | — | 3,453 | 213,454 | | Bradley E. Hughes | 87,500 | 100,001 | — | — | 3,558 | 191,059 | | Jason D. Lippert | 87,500 | 100,001 | — | — | 4,980 | 192,481 | | Donald R. Maier | 92,500 | 100,001 | — | — | 6,758 | 199,259 | | Meredith W. Mendes(5) | 92,493 | 100,001 | — | — | 5,870 | 198,364 | | Curtis M. Stevens | 97,500 | 100,001 | — | — | 14,401 | 211,902 | | William E. Waltz Jr. | 87,500 | 100,001 | — | — | 7,566 | 195,067 |

  6. Compensation Best Practices

    | What We Do | | What We Don’t Do | | | | Link annual incentive compensation to the achievement of objective pre-established performance goals. | | No tax gross ups for executive officers. | | | Provide 70% of our long-term compensation in the form of performance-based long-term incentives. | | No hedging or pledging of Company stock. | | | Target the market median for all elements of compensation. | | No “single-trigger” change in control cash payments or equity vesting. | | | Apply robust minimum stock ownership guidelines. | | No excessive perquisites. | | | Maintain robust clawback policies. | | No liberal share recycling. | | | Use and review compensation tally sheets. | | No dividends on awards of unvested stock. | | | Evaluate the risk of our compensation programs. | | | | | Use an independent compensation consultant. | | |

  7. Compensation Objectives

    | Objectives | How We Meet Our Objectives | | Attract and retain effective leadership | • We provide a competitive total pay package, taking into account base salary, incentives, benefits, and perquisites for each executive. • We regularly benchmark our pay programs against the competitive market, comparing both fixed and variable at-risk compensation that is tied to short-term and long-term performance; we use the results of this analysis as context in making pay adjustments. • Our long-term plan includes three-year performance cycles for performance-based awards and three-year vesting schedules for time-based awards. • We compete effectively for the highest caliber people who will determine our long-term success. | | Motivate and reward executives for achieving specific financial goals | • We offer a compensation program that focuses on variable, performance-based compensation through annual and long-term incentive awards. • Specific financial performance measures used in the incentive programs include: • In fiscal 2023, the AIA used a corporate scorecard based on 40% Revenue, 25% Adjusted EBITDA, 25% Adjusted EBITDA Margin, and 10% Working Capital as a Percentage of Sales. • In fiscal 2023, the long-term incentive mix was based on 30% restricted stock, 30% PRSUs, and 40% performance shares. The PRSUs are based 100% on Absolute TSR performance and the performance share awards are based 100% on corporate RONA, each earned over a three-year period. |

  8. Compensation Objectives

    | Objectives | How We Meet Our Objectives | | Create a strong financial incentive to meet or exceed long-term financial goals and build long-term value | • We link a significant part of total compensation to Quanex’s financial and stock price performance — over 70% of our compensation mix is performance-based. • We deliver 70% of long-term incentives in the form of performance-based awards. • For SVPs and above, long-term compensation opportunities are weighted to deliver more than two times the target short-term incentive opportunity, resulting in a significant portion of our total compensation delivered in the form of long-term incentives. | | Align executive and shareholder interests | • In order to emphasize long-term shareholder returns, we require significant Quanex stock ownership among executives through the use of stock ownership guidelines. • The ultimate value of our annual equity grants is driven by stock price performance over the grant date value. • We use absolute TSR as the sole metric for 30% of our long-term incentive compensation, which ensures that executives do not earn certain performance-based compensation when our shareholders for that same period have suffered a loss in value. |

  9. Competitive Positioning

    Competitive Positioning Fiscal 2023 The Compensation Committee annually reviews the level of competitiveness and continued appropriateness of our executive compensation program. For fiscal 2023, Quanex used comparative compensation data from a group of sixteen direct industry companies, referred to in this CD&A as the “Peer Group,” as a point of reference in designing and setting its compensation levels. The Peer Group consists of companies selected on criteria including size, complexity, revenue, market capitalization, risk profile, asset intensity, margins, and industrial application of the primary business. The Compensation Committee reviewed and approved the following companies to be included in the Company’s fiscal 2023 peer group:

  10. Competitive Positioning

    | AAON Inc. | Griffon Industries Inc. | Patrick Industries Inc. | | American Woodmark Corp. | Insteel Industries Inc. | PGT, Inc. | | Apogee Enterprises Inc. | L.B. Foster Company | Simpson Manufacturing Inc. | | Armstrong Flooring Inc. | Masonite International Corp. | Tredegar Corporation | | CSW Industrials Inc. | Mueller Water Products, Inc. | Trex Company, Inc. | | Gibraltar Industries Inc. | | |

  11. Competitive Positioning

    Frederic W. Cook & Co., Inc. (“FW Cook”), an independent compensation consultant to the Compensation Committee, used the Peer Group pay information, along with general industry survey data, to develop the appropriate range of compensation for each executive position. FW Cook also prepared an independent analysis of our key performance indicators such as profitability, growth, capital efficiency, balance sheet strength, and total return to stockholders compared to our sixteen industry peers. These results were then reported to the Compensation Committee in order to provide a thorough picture of the competitiveness of pay in the context of our performance as compared with that of our peers. While the Compensation Committee uses this analysis to help frame its decisions on compensation, it uses its collective judgment in determining executive pay. The Compensation Committee exercises discretion in making compensation decisions based on the following inputs: its understanding of market conditions, its understanding of competitive pay analysis, recommendations from the CEO regarding his direct reports, the Committee’s overall evaluation of the executive’s performance, and our overall compensation strategy. Changes for Fiscal 2024 For fiscal 2024, the Company removed two companies (Armstrong Flooring Inc. and Patrick Industries Inc.) from the comparator group and added two companies (Armstrong World Industries and CIRCOR International). The sixteen companies below comprise the fiscal 2024 peer group:

  12. Competitive Positioning

    | AAON Inc. | Gibraltar Industries Inc | Mueller Water Products, Inc. | | American Woodmark Corp. | Griffon Corporation | PGT, Inc. | | Apogee Enterprises Inc. | Insteel Industries Inc. | Simpson Manufacturing | | Armstrong World Industries | L.B. Foster Company | Tredegar Corporation | | CIRCOR international | Masonite International Corp. | Trex Company, Inc. | | CSW Industrials Inc. | | |

  13. Annual Incentive Awards (AIA)

    Annual Incentive Awards (AIA) Purpose: This element of compensation is intended to reward executives for the achievement of annual goals related to key business drivers. It is also intended to emphasize to executives the key business goals of the Company from year to year. Competitive Positioning: The Company’s strategy is to target the market median for annual incentives for performance that meets expected levels. We have established the range of possible payouts under the plan so that our competitive position could be above or below our stated strategy based on performance outcomes. Plan Mechanics: The Company’s 2020 Omnibus Incentive Plan (the “Omnibus Plan”) serves as the governing plan document for our AIA. The AIA plan design is geared toward goal attainment, which pays target award levels for expected performance results. Fiscal 2023: The AIA emphasizes earnings and informed decision making with regard to the Company’s operational and strategic goals. To integrate the goals of the AIA throughout the Company, the annual incentive program participation includes the top leaders of our domestic business divisions. We believe this is necessary in order to align managers throughout the organization with this incentive structure. Rigorous Goals: The Compensation Committee took careful consideration of the Company’s performance in order to develop the plan design and goals for fiscal 2023. In line with the Company’s commitment to align incentives with strategic imperatives, the fiscal 2023 scorecard was based on 40% Revenue, 25% Adjusted EBITDA, 25% Adjusted EBITDA Margin and 10% Working Capital as a Percentage of Sales. The Compensation Committee believes the use of metrics based on Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin, combined with attention to Working Capital as a Percentage of Sales, balances the management team’s focus and positions the Company strategically for healthy growth and profitability. The Company set rigorous performance expectations based on the forecasted results of the operating divisions and the projected markets for building products. Target Award Levels: Based on market practices for annual incentives and our compensation strategy, we set a target award opportunity for each of our executives. This is the amount of incentive compensation the executive can earn when performance meets expected results, or “target.” The table below reflects the payout percentage of each named executive’s base salary at the threshold, target, and maximum levels of performance for fiscal 2023.

  14. Potential AIA Payout Expressed as a % of Salary

    Potential AIA Payout Expressed as a % of Salary

  15. Potential AIA Payout Expressed as a % of Salary

    | Participant | Title | Threshold | Target | Maximum | | Wilson | CEO | 50% | 100% | 200% | | Zuehlke | CFO | 30% | 60% | 120% | | Cornett | GC | 28.5% | 55% | 110% | | Garcia | CHRO | 28.5% | 55% | 110% | | Livingston | CAO | 28.5% | 55% | 110% |

  16. Potential AIA Payout Expressed as a % of Salary

    Fiscal 2023 Results: The Compensation Committee did not adjust any of the goals under the Company’s fiscal 2023 AIA and determined the Company’s incentive payouts based on actual fiscal 2023 results. The Company’s targets on the primary metrics under the fiscal 2023 AIA scorecard considered by the Compensation Committee were a Revenue goal of $1,239.9 million, an Adjusted EBITDA goal of $154.9 million, an Adjusted EBITDA Margin goal of 12.49-12.74%, and a Working Capital as a Percentage of Sales goal equal to 11.34%. The Revenue goal for fiscal 2023 was set at $1,239.9 million compared to the fiscal 2022 actual result of $1,221.5 million. The Adjusted EBITDA goal for fiscal 2023 was set at $154.9 million compared to the fiscal 2022 actual result of $152.5 million. Due to uncertainty in our industry and to enhance the rigor of our program, it was determined that a flat spot would be implemented at target for the Adjusted EBITDA margin goal (flat spot range starts at 12.49% which is above fiscal 2022 actual result of 12.48%). The Working Capital as a Percentage of Sales goal for fiscal 2023 was set at 11.34% compared to fiscal 2022 actual result of 12.34%. For fiscal 2023, Working Capital as a Percentage of Sales was calculated as the quarterly average of the sum of receivables and inventories less payables, divided by net sales. In calculating performance of both Adjusted EBITDA and Adjusted EBITDA Margin, the Committee excluded purchase price accounting inventory step-ups, transaction and advisory fees, gain/loss on the sale of certain fixed assets, asset impairment charges, and restructuring charges. In addition, the Revenue and Adjusted EBITDA goal metrics were adjusted as necessary to exclude the impact of foreign currency exchange rates. A summary of the final threshold, target, and maximum goals after adjusting for foreign currency exchange rates is as follows:

  17. Potential AIA Payout Expressed as a % of Salary

    | Metric | Threshold ($ in thousands) | Target ($ in thousands) | Maximum ($ in thousands) | | Revenue | $1,137 | $1,264 | $1,453 | | Adjusted EBITDA | $143,679 | $159,762 | $183,589 | | Adjusted EBITDA Margin | 11.9% | 12.49 – 12.74% | 13.24% | | Working Capital as a Percentage of Sales | 12.34% | 11.34% | 10.34% |

  18. Potential AIA Payout Expressed as a % of Salary

    For fiscal 2023, the Company achieved Revenue of $1.13 billion, Adjusted EBITDA of $161.2 million, Adjusted EBITDA Margin of 14.26%, and Working Capital as a Percentage of Sales of 11.93%. Together, these results produced an AIA achievement equal to 84% of target for executive officers. The AIA achievement resulted in payments to participants as follows:

  19. Potential AIA Payout Expressed as a % of Salary

    | Participant | Title | Target % (as a % of salary | Achieved % (as a % of Target) | Achieved % (as a % of salary | | Wilson | CEO | 100% | 84% | 84% | | Zuehlke | CFO | 60% | 84% | 50% | | Cornett | GC | 55% | 84% | 46% | | Garcia | CHRO | 55% | 84% | 46% | | Livingston(1) | CAO | 55% | — | — |

  20. Potential AIA Payout Expressed as a % of Salary

    In connection with his resignation, Mr. Livingston forfeited all Annual Incentive Awards. Fiscal 2024 Changes: In line with the Company’s ongoing strategic imperatives, the fiscal 2024 AIA design maintains a focus on Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Working Capital as a Percentage of Sales. The fiscal 2024 weightings will be 20% Revenue, 35% EBITDA, 35% Adjusted EBITDA Margin, and 10% Working Capital as a Percentage of Sales.

  21. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Purpose: We have a long-term incentive program designed to help align the interests of executive management with shareholders and reward executives for the achievement of long-term goals. Long-term incentives are also critical to the retention of key employees and provide executives an opportunity for personal capital accumulation. For these reasons we have placed more value on the long-term incentive element of compensation than on other elements. The result is that this element of compensation generally represents at least half of the named executive officers’ total direct compensation. Competitive Positioning: Our long-term incentive philosophy targets the 50th percentile of the market. The individual performance of each named executive officer is not considered in the value of the long-term incentive awards granted. Since the goals are set prospectively, the Company’s financial performance determines the ultimate value of the award. Participation: Participation in the program includes the named executive officers and certain key contributors to the business and is determined based on competitive practices as well as our assessment of which positions contribute to long-term value creation. Target Award Levels: Fiscal 2023 target long-term incentive awards were determined based on a target dollar value for our executives, which has been the practice for the executive officers since fiscal 2018. The executives had the following LTI targets for fiscal 2023:

  22. Long-Term Incentive Compensation

    | Participant | Title | LTI Target | | Wilson | CEO | $2,350,000 | | Zuehlke | CFO | $588,000 | | Cornett | GC | $500,000 | | Garcia | CHRO | $300,000 | | Livingston | CAO | $240,000 |

  23. Fiscal Year 2023 Long-Term Incentive Program Design

    Fiscal Year 2023 Long-Term Incentive Program Design

  24. Vehicles and Goals

    Vehicles and Goals At its December 2022 meeting, the Compensation Committee maintained its ongoing long-term incentive plan design, reflecting the Company’s continued emphasis on improving returns for its shareholders. For fiscal 2023, the performance share awards were measured by reference to one performance metric — Return on Net Assets (“RONA”) — and the PRSUs were based 100% on Absolute Total Shareholder Return (“TSR”), each as measured over a three-year performance period. The LTI mix was delivered 30% in restricted stock, 30% in PRSUs, and 40% in performance shares. The allocation among the long-term incentive vehicles is determined by the Compensation Committee based on market information provided by its compensation consultant, as well as input from senior management regarding the key business drivers that will continue to promote a results-oriented culture. The Omnibus Plan does not provide for any specific subjective individual performance component in determining the ultimate value of any award. The following chart illustrates the fiscal 2023 allocation of long-term incentives, which is 70% performance-based. Restricted Stock Restricted stock represents 30% of each participant’s long-term incentive value. The Compensation Committee chose 30% of the total value because it provides meaningful retentive value to key executives, helps smooth out market volatility, and is cost efficient. The restricted stock awards vest three years after the award is granted, so long as the participant remains employed through the vesting date. We believe restricted stock awards are an effective long-term compensation vehicle through which key employees can be retained, especially through volatile periods in the market. Performance Restricted Stock Units PRSUs represent 30% of each participant’s long-term incentive value and are payable 100% in Company stock. The PRSUs can be earned based on the Company’s Absolute TSR over the three-year performance period. In order for executives to receive a target payout, the Company must have Absolute TSR improvement of 20%. For fiscal 2023, the number of shares earned will be calculated based on Absolute TSR using the 10-day average stock price leading up to the start of the performance period (November 1, 2022) and the 10-day average stock price leading up to the end of the performance period (October 31, 2025) and includes the reinvestment of dividends. The table below illustrates the number of shares that would vest based on the Company’s Absolute TSR under the PRSU awards at various levels of performance. Performance will be interpolated for any results in between threshold and target or target and maximum.

  25. Vehicles and Goals

    | Milestones | Absolute Total Shareholder Return Performance | Performance Restricted Stock Units Modifier | | Maximum | ≥50% | 150% | | Target | 20% | 100% | | Threshold | –20% | 50% |

  26. Vehicles and Goals

    | Milestones | RONA Performance | Performance Share Modifier | | Maximum | 23.6% | 200% | | Target | 21.4% | 100% | | Threshold | 19.3% | 75% |

  27. Fiscal 2023 Long-Term Incentive Grants

    Fiscal 2023 Long-Term Incentive Grants The number of long-term incentive awards granted during fiscal 2023 was determined by: (1) taking 30% of the participant’s target award value and dividing it by the 10-day average closing stock price between October 18, 2022 and October 31, 2022 to determine the number of restricted stock awards, (2) taking 30% of the participant’s target value and dividing it by the calculated Monte Carlo value of the PRSUs based on the 10-day average closing stock price between October 18, 2022 and October 31, 2022 to determine the number of PRSUs, and (3) taking 40% of the participant’s target award value and dividing it by the 10-day average closing stock price between October 18, 2022 and October 31, 2022 to determine the number of performance shares. The equity grant calculations apply an average stock price based on the last ten trading days in October 2022. For more information related to long-term incentive awards granted during fiscal 2023, please see the table entitled “Grants of Plan-Based Awards” in this Proxy Statement.

  28. Previously Awarded Long-Term Incentive Grants

    Previously Awarded Long-Term Incentive Grants Fiscal 2021 Performance Shares The performance shares awarded to our executives in December 2020 (the “Fiscal 2021 Performance Shares”) became payable to executives in December 2023, with a final value determined by the Company’s performance for fiscal 2021 through fiscal 2023. Performance measures for the Fiscal 2021 Performance Shares were based on RONA (as defined above). Our performance against the pre-established RONA goal determined the payout to executives within a range from threshold to maximum. The pre-established goal and the actual performance against the goal is set forth below. The Compensation Committee did not adjust any of the goals under the Company’s fiscal 2021 performance shares and determined the Company’s payouts based on actual results for the performance period.

  29. Previously Awarded Long-Term Incentive Grants

    | Milestones | RONA Performance | Payout Opportunity | | Performance Measures: | | | | Maximum | 14.5% | 200% | | Target | 12.6% | 100% | | Threshold | 10.3% | 75% | | Actual Performance | 18.5% | 200% |

  30. Previously Awarded Long-Term Incentive Grants

    For the Fiscal 2021 Performance Shares, the total actual payout was equal to 200% of target as a result of RONA performance. Actual payout amounts for each named executive officer were as follows:

  31. Previously Awarded Long-Term Incentive Grants

    | Officer | Fiscal 2021 Performance Shares Granted (#) | Total Performance Shares Earned (200% of Target) (#) | Total Payout ($) | | Wilson | 34,000 | 68,000 | 1,815,600 | | Zuehlke | 9,700 | 19,400 | 517,980 | | Cornett | 6,700 | 13,400 | 357,780 | | Garcia | — | — | — | | Livingston(1) | — | — | — |

  32. Previously Awarded Long-Term Incentive Grants

    (1) In connection with his resignation, Mr. Livingston forfeited all Performance Shares. Fiscal 2021 Performance Restricted Stock Units The PRSUs awarded to our executives in December 2020 (the “Fiscal 2021 PRSUs”) became payable to executives in December 2023, with a final value determined by the Company’s performance period for fiscal 2021 through fiscal 2023. The performance measure for the Fiscal 2021 PRSUs was Absolute TSR (as defined above). Our performance against this goal determined the payout to executives within a range from threshold to maximum. The plan only permitted a payout of target if TSR increased by a minimum of 20%. During the performance period, the Company achieved Absolute TSR of 43.2%, which resulted in a payout equal to 139% of Target. The Compensation Committee did not adjust any of the goals under the Company’s fiscal 2021 PRSUs and determined the Company’s payouts based on actual results for the performance period.

  33. Previously Awarded Long-Term Incentive Grants

    | Officer | Fiscal 2021 Performance RSUs Granted (#) | TSR Total Shares Vested (139% of Target) (#) | Cash Paid for Accumulated Dividends during Performance Period ($) | | Wilson | 24,000 | 33,281 | $31,950 | | Zuehlke | 6,800 | 9,430 | $9,053 | | Cornett | 4,700 | 6,517 | $6,256 | | Garcia | — | — | — | | Livingston(1) | — | — | — |

  34. Previously Awarded Long-Term Incentive Grants

    (1) In connection with his resignation, Mr. Livingston forfeited all Performance RSUs.

  35. Fiscal 2024 Long-Term Incentive Grants

    Fiscal 2024 Long-Term Incentive Grants At its October 2023 meeting, the Compensation Committee elected to maintain the Company’s long-term incentive plan design.

  36. Post-Employment Compensation

    Post-Employment Compensation Severance and change in control benefits are provided to our named executive officers under our incentive plans and our Severance Policy. These benefits are discussed at greater length in the section entitled “Potential Payments upon Termination or Change in Control” in this Proxy Statement. No employees have severance benefits that provide change in control excise tax gross ups and the Company has a policy not to provide such benefits.

  37. Executive Benefits

    Executive Benefits Purpose: The role of executive benefits is to provide financial security, enhanced employee welfare, and competitive packages that are meaningful in the markets for which we compete for executive talent. These programs provide post retirement income, and in some cases, additional benefits in place of those that would otherwise be lost due to plan limits imposed by the Internal Revenue Code. Competitive Positioning: Our executive benefits strategy is to provide meaningful yet cost-efficient benefits to executives at a level that aligns with our desired competitive positioning of the market median. We provide executives with health and welfare benefits that are consistent with our program for exempt personnel generally. Supplemental retirement and supplemental life benefits are also provided to our officers. Program Elements: Retirement and other benefits. Some of our executives participate in the Company’s defined benefit pension plan, 401(k) defined contribution retirement plan, and an executive restoration plan. Executives also receive company contributions under our 401(k) plan, a 15% match under our employee stock purchase program (ESPP), and the value of accrued dividends on restricted stock, PRSUs, and Performance Shares upon vesting of such awards. • Life insurance benefits. Our executives participate in Company provided life insurance, the amount of which takes into consideration age and/or income. Our executives also have the opportunity to purchase supplemental life insurance. • Perquisites. We provide our executives with certain perquisites which help us compete for executive talent, and in some cases, allow our executives to devote more attention to the business of the Company. Certain perquisites have been grandfathered and not all executives are provided the same. The various perquisites include executive life insurance, financial and tax planning, and automobile allowances. We do not provide for tax gross-up payments on perquisites.

  38. Timing of Certain Committee Actions

    | Executive Compensation Element | Action Item | | Base Salaries | • Review and/or adjust based on market review | | Short-Term Incentives | • Determine year-end results and approve payouts • Set goals for upcoming year | | Long-Term Incentives | • Determine performance results and approve long-term plan’s payouts • Set goals for long-term plan’s next three-year performance cycle • Determine and approve annual equity awards, including restricted stock awards and long-term performance based awards |

  39. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control On February 27, 2020, the Company adopted a severance policy that applies to certain of its named executive officers. We believe that the severance policy helps us attract and retain our named executive officers. The Company entered into these arrangements because executives at this level generally require a longer time to find comparable jobs as fewer jobs at this level exist in the market. In addition, executives often have a large percentage of their personal wealth dependent on the status of their employer, given the requirement to hold a multiple of their salary in stock and the fact that a large part of their compensation is stock-based. The amount and type of benefits were based on competitive market practices for executives at this level. In addition, in the event of a change in control, the Severance Policy reduces the personal uncertainty and anxiety that arises from the possibility of a future business combination. During a potential change in control, we do not want executives leaving to pursue other employment out of concern for the security of their jobs or being unable to concentrate on their work. To enable executives to focus on the best interest of our stockholders, our Severance Policy includes change in control provisions that generally provide enhanced benefits to executives whose employment terminates in connection with a change in control. Provisions of the Severance Policy require a termination of employment before any benefits are paid. The change in control provisions require both a change in control and a termination of employment before any benefits are paid (a “double trigger”). If an executive officer experiences both a change in control of the Company and a termination of employment, benefits are payable under only the change in control portion of the severance policy.

  40. Severance Policy

    Severance Policy Mr. Wilson participates in the Severance Policy as a “Tier 1 Officer” as defined therein, and each of Ms. Garcia and Messrs. Zuehlke and Cornett participate in the Severance Policy as a “Tier 2 Officer” as defined therein. Mr. Livingston does not participate in the Severance Policy due to his resignation on May 15, 2023. The table below sets forth the severance pay and benefits available under the Severance Policy for the participating named executive officers assuming a “Qualifying Termination” (as defined in the Severance Policy) without cause or for good reason within 24 months following a change in control.

  41. Severance Policy

    | Severance Policy Benefits | | | | Tier | Qualifying Termination without Change in Control | Qualifying Termination following Change in Control | | Tier 1 (Wilson) | • 2x base salary plus 2x target annual bonus at the time of Qualifying Termination, payable in installments on normal payroll schedule; and • Pro-rata annual bonus for year of termination based on actual Company performance and number of days worked by the Executive during the fiscal year, to be paid at the same time bonuses are paid to active employees; and • Continued health and welfare benefits, or reimbursement thereof, for eighteen (18) months for the Executive and his or her spouse and dependents, subject to earlier termination when the Executive becomes eligible for such benefits from a subsequent employer. | • 2.5x base salary plus 2.5x target annual bonus at the time of Qualifying Termination (or, if higher, at the time of Change in Control), payable in a lump sum within fifteen (15) days of termination; and • Pro-rata target annual bonus for year of termination based on number of days worked by the Executive during the fiscal year, payable in a lump sum within fifteen (15) days of termination; and • Continued health and welfare benefits, or reimbursement thereof, for eighteen (18) months for the Executive and his or her spouse and dependents, subject to earlier termination when the Executive becomes eligible for such benefits from a subsequent employer. | | Tier 2 (Zuehlke, Cornett, Garcia) | • 1.5x base salary plus 1.5x target annual bonus at the time of Qualifying Termination, payable in installments on normal payroll schedule; and • Pro-rata annual bonus for year of termination based on actual Company performance and number of days worked by the Executive during the fiscal year, to be paid at the same time bonuses are paid to active employees; and • Continued health and welfare benefits, or reimbursement thereof, for eighteen (18) months for the Executive and his or her spouse and dependents, subject to earlier termination when the Executive becomes eligible for such benefits from a subsequent employer. | • 2x base salary plus 2x target annual bonus at the time of Qualifying Termination (or, if higher, at the time of Change in Control), payable in a lump sum within fifteen (15) days of termination; and • Pro-rata target annual bonus for year of termination based on number of days worked by the Executive during the fiscal year, payable in a lump sum within fifteen (15) days of termination; and • Continued health and welfare benefits, or reimbursement thereof, for eighteen (18) months for the Executive and his or her spouse and dependents, subject to earlier termination when the Executive becomes eligible for such benefits from a subsequent employer. |

  42. Severance Policy

    Payments of the foregoing severance pay and benefits under the Severance Policy are conditioned upon the executive having signed and returned an effective waiver and release of claims in a form satisfactory to us and continuing to comply with all applicable restrictive covenants. A breach of such release will result in the cessation of severance pay and benefits and may result in such executive being required to repay certain severance pay and benefits already provided as well as certain costs and expenses. If payments pursuant to the Severance Policy are not deductible by us under Section 280G of the Internal Revenue Code, such payments shall be reduced (or repaid) in order to ensure our deduction of payments in connection with a change in control.

  43. Change in Control Payments

    Change in Control Payments As described above, benefits payable under the Severance Policy following a change in control require the occurrence of both (A) a change in control of the Company and (B) (i) involuntary termination of the named executive officer’s employment with the Company without cause or (ii) voluntary termination of the named executive officer’s employment with the Company for “good reason”, in each case within twenty-four (24) months following the effective date of a Change in Control of the Company. Each of the following events generally constitutes a change in control of the Company for purposes of the Severance Policy: Any person or entity acquiring or becoming beneficial owner as defined in SEC regulations of 20% or more of (i) the then outstanding shares of our Common Stock or (ii) the combined voting power of the then outstanding voting securities of the Company; • Generally, our current directors ceasing to constitute a majority of our directors; • Consummation of a merger, consolidation, or recapitalization (unless the directors continue to represent a majority of the directors on the Board, more than 50% of the pre-transaction ownership continues in the same proportion, and no covered person owns 20% or more of (i) the then outstanding shares of our Common Stock or (ii) the combined voting power of our then outstanding voting securities if the covered person did not have such an ownership threshold prior to the transaction); or • The stockholders approve a complete liquidation or dissolution of the Company. Treatment of Outstanding Equity Awards Following Change in Control If a named executive officer is entitled to benefits under a change in control, the following would occur immediately upon the occurrence of a change in control pursuant to grant agreements for various equity awards, regardless of whether the named executive officer’s employment is terminated as a result of the change in control (beginning with awards issued in December 2020, a named executive officer is entitled to certain equity award benefits related to a change in control only if such named executive’s employment is terminated without cause, or for good reason (i.e., double trigger)): • all options to acquire our Common Stock held by the named executive officer immediately prior to a change in control would become fully exercisable; • if the award is not assumed or substituted by the successor, all restrictions on any restricted Common Stock granted to the named executive officer prior to the change in control would be removed and the stock would be freely transferable; • all performance shares held by the named executive officer as of the change in control will be paid in cash at the target level, calculated on a pro rata basis rounded up to the nearest full year occurring in the performance period; • all Performance RSUs would vest in full, with the number of earned Performance RSUs to be determined by total shareholder return based on the price per share of the Company’s stock to be paid in connection with the change in control. In no event will a named executive officer receive severance payments under multiple executive tiers, under multiple Qualifying Termination scenarios, or under multiple Company severance policies, Severance Agreements, or Change in Control Agreements, or any combination thereof.

  44. Post-Employment Compensation Table

    | Name | Severance Payment ($) | Pro-rated Bonus ($) | Restricted Stock/RSUs (Unvested)(1) ($) | Performance Shares(1) ($) | Performance RSUs(1) ($) | Health & Welfare Benefits(2) ($) | Retirement (SERP & Restoration)(3) ($) | Total Benefit ($) | | George L. Wilson Enhanced Retirement(4) Death/Disability Involuntary w/o Cause(5) Change in Control(6) Termination after Change in Control(7) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | — | 667,153 | 2,446,607 | 3,262,132(8) | 2,296,116 | — | — | 8,672,008 | | | 3,196,538 | 667,153 | — | — | — | 44,133 | — | 3,907,824 | | | — | —(9) | 2,446,607 | 3,963,617(9) | 2,859,678 | — | — | 9,269,902 | | | 3,995,673 | 798,269 | 2,446,607 | 4,207,672 | 2,859,678 | 44,133 | — | 14,352,031 | | Scott M. Zuehlke | | | | | | | | | | Enhanced Retirement(4) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Death/Disability | — | 227,558 | 667,623 | 890,132(8) | 626,516 | — | — | 2,411,829 | | Involuntary w/o Cause(5) | 1,090,920 | 227,558 | — | — | — | 42,585 | — | 1,361,063 | | Change in Control(6) | — | 272,280 | 667,623 | 1,159,889 | 781,886 | — | — | 2,881,678 | | Termination after Change in Control(7) | 1,454,560 | 272,280 | 667,623 | 1,159,889 | 781,886 | 42,585 | — | 4,378,823 | | Paul Cornett | | | | | | | | | | Enhanced Retirement(4) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Death/Disability | — | 190,460 | 535,319 | 713,780(8) | 502,491 | — | — | 1,942,050 | | Involuntary w/o Cause(5) | 964,114 | 190,460 | — | — | — | 42,445 | — | 1,197,018 | | Change in Control(6) | — | 227,742 | 535,319 | 900,107 | 622,901 | — | — | 2,286,069 | | Termination after Change in Control(7) | 1,285,485 | 227,742 | 535,319 | 900,107 | 622,901 | 42,445 | — | 3,613,998 | | Kim Garcia | | | | | | | | | | Enhanced Retirement(4) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Death/Disability | — | 155,910 | 299,385 | 262,048(8) | 182,935 | — | — | 900,278 | | Involuntary w/o Cause(5) | 789,643 | 155,910 | — | — | — | 17,282 | — | 962,835 | | Change in Control(6) | — | 186,429 | 299,385 | 262,048 | 217,078 | — | — | 964,939 | | Termination after Change in Control(7) | 642,089(9) | 186,429 | 299,385 | 262,048 | 217,078 | 17,282 | — | 1,624,311 | | Mark Livingston(10) | | | | | | | | | | Enhanced Retirement(4) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Death/Disability | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Involuntary w/o Cause(5) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Change in Control(6) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Termination after Change in Control(7) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |

  45. Post-Employment Compensation Table

    (1) Unvested restricted shares, restricted stock units, performance shares, and performance restricted stock units (including accrued dividends) granted under the Quanex Building Products 2020 Omnibus Incentive Plan are forfeited except upon death, Disability, retirement (except restricted stock) or Change in Control. The fair market value of Company stock on the date of separation from service was $26.85. (2) Health & Welfare Benefits paid upon termination with or without a Change in Control include continuation of all health & welfare benefits. (3) See Narrative to “Pension Benefit Table” for further description of the SERP and Restoration Plan. (4) As of October 31, 2023, Messrs. Wilson, Zuehlke, and Cornett and Ms. Garcia had not reached the minimum retirement requirement of 65 years of age or 55 years of age with five years of service with the Company. (5) These benefits would be provided upon termination by the Company without Cause. These benefits would be provided upon a Change in Control without termination of employment. These benefits would be provided upon termination by the Company without Cause, as well as resignation for Good Reason in connection with a Change in Control. (8) Executives are entitled to receive the target value of their performance shares upon their termination due to death or Disability. None of the Executives are eligible for Retirement as of October 31, 2023 and therefore entitled to this benefit in the Retirement scenario. (9) These benefits are shown net of required scale back. (10) Mr. Livingston voluntarily resigned from the Company on May 15, 2023. Since his resignation occurred prior to the last day of the fiscal year, only the amounts actually received by Mr. Livingston are disclosed in the Post-Employment Compensation Table. Mr. Livingston did not receive any compensation in connection with his resignation.

  46. CEO Pay Ratio

    CEO Pay Ratio We have calculated a ratio of our CEO’s pay as compared to our median employee, in accordance with the requirements of Item 402(u) of Regulation S-K. To identify our median employee, we relied on our payroll records to examine the fiscal 2023 total taxable wages for all full-time, part-time and seasonal employees of the Company and its subsidiaries as of October 31, 2023, other than those workers employed at our facility in Germany. On the determination date, our 107 German employees comprised less than five percent of our total workforce of 3,832, and those German employees were thus excluded from the median employee calculation. We did not make any assumptions, adjustments, or estimates with respect to the calculation of total employee compensation, and did not annualize base salary pay for any employees that were employed for only a portion of the year. For employees located in the United Kingdom, we converted compensation amounts to United States Dollars using an average foreign exchange rate measured over the entirety of fiscal 2023. For fiscal 2023, we calculated annual total compensation for our median employee using the same methodology that we used in calculating the total annual compensation of our Named Executive Officers as set forth in our Summary Compensation Table. Based on that calculation, our median employee’s 2023 total compensation was $42,112 and our CEO’s 2023 total compensation was $4,811,511, which resulted in a pay ratio of approximately 114 to 1.

  47. Summary Compensation Table

    Summary Compensation Table The following table provides information about the compensation of the Company’s President — Chief Executive Officer, its Senior Vice President — Chief Financial Officer, and the three most highly compensated executive officers during the fiscal years ending October 31, 2023, 2022 and 2021. Kim Garcia became Vice President — Chief Human Resources Officer on November 1, 2021. No amounts are presented for Ms. Garcia for the periods prior to assuming an executive officer role. Mr. Livingston’s employment by the Company ended on May 15, 2023.

  48. Summary Compensation Table

    | Name/Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | George L. Wilson President – Chief Executive Officer | 2023 | 800,000 | — | 1,429,377 | — | 2,548,033 | (28,900) | 63,001 | 4,811,511 | | | 2022 | 725,000 | — | 1,279,882 | — | 2,445,333 | (98,029) | 54,624 | 4,406,810 | | | 2021 | 675,000 | — | 1,023,660 | — | 2,362,500 | (3,822) | 49,783 | 4,107,121 | | Scott M. Zuehlke Senior Vice President – Chief Financial Officer & Treasurer | 2023 | 455,000 | — | 356,757 | — | 764,162 | (18,945) | 25,405 | 1,582,379 | | | 2022 | 403,000 | — | 368,494 | — | 753,073 | (41,614) | 23,279 | 1,506,232 | | | 2021 | 370,000 | — | 291,588 | — | 602,444 | (2,095) | 21,653 | 1,283,590 | | Paul B. Cornett Senior Vice President – General Counsel & Secretary | 2023 | 415,000 | — | 305,832 | — | 561,103 | (279,331) | 23,763 | 1,026,367 | | | 2022 | 375,000 | — | 311,814 | — | 596,627 | (204,105) | 19,120 | 1,098,456 | | | 2021 | 350,000 | — | 200,596 | — | 349,231 | 36,353 | 22,313 | 958,493 | | Kim Garcia Vice President – Chief Human Resource Officer | 2023 | 340,000 | — | 183,969 | — | 155,910 | — | 22,620 | 702,499 | | | 2022 | 295,000 | — | 124,334 | — | 264,931 | — | 20,918 | 705,183 | | | 2021 | — | — | — | — | — | — | — | — | | Mark A. Livingston Vice President – Chief Accounting Officer & Controller | 2023 | 176,000 | — | 146,292 | — | — | — | 3,934 | 326,226 | | | 2022 | 290,000 | — | 150,494 | — | 407,824 | — | 5,486 | 853,804 | | | 2021 | 275,000 | — | 124,080 | — | 274,327 | — | 14,974 | 688,381 |

  49. Summary Compensation Table

    (1) These columns show, respectively, the aggregate grant date fair value of the equity incentive plan compensation for: (a) restricted stock and PRSUs (assuming PRSUs will settle at 100%) and (b) stock options computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in computing the grant date fair values may be found in Note 14, “Stock-Based Compensation” included in the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023. PRSUs are expected to settle at target (100%), however, PRSUs could potentially settle at a maximum of 150%. If the PRSUs were to vest at maximum, the fair value of this award and restricted stock granted during fiscal 2023 for Messrs. Wilson, Zuehlke, Cornett, Livingston and Ms. Garcia would be $1,743,561; $435,303; $373,010; $178,331; and $224,276, respectively. These values reflect the Company’s assumptions to determine the accounting expense for these awards and do not necessarily correspond to the actual value that may be recognized by the named executive officers. For information regarding the restricted stock, performance shares, and option awards granted in fiscal 2023, please see the “Grants of Plan-Based Awards” table located in this Proxy Statement. “2023” amounts represent payments made in December 2023 for (a) performance from November 1, 2022 to October 31, 2023 for Annual Incentive Awards (AIA), and (b) performance from November 1, 2020 to October 31, 2023 for performance share grants in December 2020 (settled in cash (100%), including dividends accrued on all performance share equivalents earned (100%) for the performance period). “2022” amounts represent payments made in December 2022 for (a) performance from November 1, 2021 to October 31, 2022 for Annual Incentive Awards (AIA), and (b) performance from November 1, 2019 to October 31, 2022 for performance share grants in December 2019 (settled in cash (100%), including dividends accrued on all performance share equivalents earned (100%) for the performance period). “2021” amounts represent payments made in December 2021 for (a) performance from November 1, 2020 to October 31, 2021 for Annual Incentive Awards (AIA), and (b) performance from November 1, 2018 to October 31, 2021 for performance share grants in December 2018 (settled in cash (100%), including dividends accrued on all performance share equivalents earned (100%) for the performance period). The amounts paid for the AIA, performance units and the cash-portion of performance shares, along with any respective deferred amounts, are as follows:

  50. Summary Compensation Table

    | | | Annual Incentive | | Performance Unit Payout | | Performance Share Payout | | Total | | | Name | Year | Total ($) | Deferred ($) | Total ($) | Deferred ($) | Total ($) | Deferred ($) | Total ($) | Deferred ($) | | Wilson | 2023 | 667,153 | — | — | — | 1,880,880 | — | 2,548,033 | — | | | 2022 | 1,303,269 | — | — | — | 1,142,064 | — | 2,445,333 | — | | | 2021 | 1,346,154 | — | — | — | 1,016,346 | — | 2,362,500 | — | | Zuehlke | 2023 | 227,558 | — | — | — | 536,604 | — | 764,162 | — | | | 2022 | 398,341 | — | — | — | 354,732 | — | 753,073 | — | | | 2021 | 406,154 | — | — | — | 196,290 | — | 602,444 | — | | Cornett | 2023 | 190,459 | — | — | — | 370,644 | — | 561,103 | — | | | 2022 | 337,067 | — | — | — | 259,560 | — | 596,627 | — | | | 2021 | 349,231 | — | — | — | — | — | 349,231 | — | | Garcia | 2023 | 155,910 | — | — | — | — | — | 155,910 | — | | | 2022 | 264,931 | — | — | — | — | — | 264,931 | — | | | 2021 | — | — | — | — | — | — | — | — | | Livingston | 2023 | — | — | — | — | — | — | — | — | | | 2022 | 260,740 | — | — | — | 147,084 | — | 407,824 | — | | | 2021 | 274,327 | — | — | — | — | — | 274,327 | — |

  51. Summary Compensation Table

    Please see the “Compensation Discussion and Analysis” section for a detailed discussion of the performance measures and related outcomes for payments of the awards. (3) The amounts in this column represent the change in actuarial present value of each individual’s accumulated benefit under all defined benefit pension plans. The change in pension value reflects the difference in the present value of accumulated benefits determined as of the end of the current reporting period compared to the end of the previous reporting period. For instance, the change for fiscal 2023 would represent the difference between the value at October 31, 2022 and October 31, 2023. The key assumptions used to calculate the change in value are shown with the “Pension Benefits” table of this Proxy Statement. If aggregate changes in pension value during a fiscal year are negative, such amounts are excluded from the Summary Compensation Table. No named executive officer received preferential or above-market earnings on deferred compensation. The named executives receive various perquisites and benefits provided by or paid for by the Company. These perquisites and benefits can include life insurance, financial planning, auto allowances, personal use of cell phones, and relocation reimbursement. Also included are the Company’s contributions under its 401(k) plan, a 15% match under its Employee Stock Purchase Program (ESPP), and dividends on unvested restricted stock and restricted stock units. Effective December 31, 2009, the Compensation Committee eliminated tax gross-up payments on perquisites, except as permitted under the relocation reimbursement guidelines. The amounts reported in Other Annual Compensation for the named executives are set forth below:

  52. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO Named Executive Officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  53. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO (1)(2)(3) ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) (e) | Value of Initial Fixed $100 Investment based on:(4) | | | | | | | | | | TSR ($) (f) | Peer Group TSR ($) (g) | Net Income ($ Thousands) (h) | Return on Net Assets(5) (i) | | 2023 | 4,811,511 | 8,931,902 | 909,368 | 1,399,588 | 153.69 | 148.27 | 82,500 | 18.5% | | 2022 | 4,406,810 | 6,485,749 | 1,040,919 | 1,444,718 | 125.19 | 132.53 | 88,336 | 20.8% | | 2021 | 4,107,121 | 5,903,105 | 1,726,486 | 2,428,824 | 115.35 | 143.76 | 56,980 | 15.5% |

  54. Pay Versus Performance

    George L. Wilson was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  55. Pay Versus Performance

    | 2021 | 2022 | 2023 | | William C. Griffiths | Scott M. Zuehlke | Scott M. Zuehlke | | Scott M. Zuehlke | Paul B. Cornett | Paul B. Cornett | | Paul B. Cornett | Kimberley N. Garcia | Kimberley N. Garcia | | Mark A. Livingston | Mark A. Livingston | Mark A. Livingston |

  56. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

  57. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 4,811,511 | 28,900 | (1,429,377) | — | 5,520,868 | 8,931,902 | | 2022 | 4,406,810 | 98,029 | (1,279,882) | — | 3,260,792 | 6,485,749 | | 2021 | 4,107,121 | 3,822 | (1,023,660) | — | 2,815,822 | 5,903,105 |

  58. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 909,368 | 74,569 | (248,213) | — | 663,864 | 1,399,588 | | 2022 | 1,040,919 | 61,430 | (238,784) | — | 581,153 | 1,444,718 | | 2021 | 1,726,486 | (10,271) | (154,066) | — | 866,675 | 2,428,824 |

  59. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  60. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2023 | 3,151,350 | 2,214,609 | — | 154,909 | — | — | 5,520,868 | | 2022 | 2,217,991 | 894,724 | — | 148,077 | — | — | 3,260,792 | | 2021 | 1,754,597 | 1,000,671 | — | 60,554 | — | — | 2,815,822 |

  61. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 466,268 | 294,252 | — | 27,104 | (123,760) | — | 663,864 | | 2022 | 413,600 | 152,753 | — | 14,800 | — | — | 581,153 | | 2021 | 264,242 | 561,221 | — | 41,212 | — | — | 866,675 |

  62. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the S&P 600 Building Products (Industry) Index (“S&P 600 Building Products”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended October 31, 2023. The comparison assumes $100 was invested for the period starting October 31, 2020, through the end of the listed year in the Company and in the S&P 600 Building Products, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Return on Net Assets to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  63. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Return on Net Assets The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Return on Net Assets during the three most recently completed fiscal years. Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P 600 Building Products Index over the same period. The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.

  64. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    | Absolute Total Shareholder Return | | EBITDA | | EBITDA as a % of Sales | | Return on Net Assets | | Sales | | Working Capital |

  65. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table discloses the estimated range of payouts that were possible for the fiscal year 2023 Annual Incentive Awards along with the potential estimated range of payouts that will be possible with respect to performance shares and PRSUs granted in fiscal 2023. The table also shows the actual number of restricted stock awards granted during fiscal 2023 and their respective grant date fair value, as well as the number of performance shares and PRSUs granted in fiscal 2023.

  66. Grants of Plan-Based Awards

    | | | Non- Equity Incentive Plan Awards (#) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Under-lying Options(5) (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value of Stock Awards(6) ($) | Grant Date Fair Value of Option Awards(5) ($) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | | | | | | | Wilson | 2023 | — | 400,000(2) | 800,000(2) | 1,600,000(2) | — | — | — | — | — | | | 12/7/2022 | 45,500(1) | 801,596(3) | 1,068,795(3) | 2,137,590(3) | 64,500 | — | — | 1,429,377 | — | | Zuehlke | 2023 | — | 125,125(2) | 250,250(2) | 500,500(2) | — | — | — | — | — | | | 12/7/2022 | 11,400(1) | 200,840(3) | 267,786(3) | 535,572(3) | 16,100 | — | — | 356,757 | — | | Cornett | 2023 | — | 103,750(2) | 207,500(2) | 415,000(2) | — | — | — | — | — | | | 12/7/2022 | 9,700(1) | 170,890(3) | 227,853(3) | 455,706(3) | 13,800 | — | — | 305,832 | — | | Garcia | 2023 | — | 85,000(2) | 170,000(2) | 340,000(2) | — | — | — | — | — | | | 12/7/2022 | 5,800(1) | 102,182(3) | 136,242(3) | 272,484(3) | 8,300 | — | — | 183,969 | — | | Livingston | 2023 | — | 44,000(2) | 88,000(2) | 176,000(2) | — | — | — | — | — | | | 12/7/2022 | 4,600(1) | 81,041(3) | 108,054(3) | 216,108(3) | — | — | — | 146,292 | — |

  67. Grants of Plan-Based Awards

    (1) The figures shown reflect the performance shares granted in December 2022 under the Omnibus Plan. Performance shares are earned based upon an internal performance condition (return on net assets). The grant date fair value was based on the closing price of the Company’s common stock on the date of grant. The awards settle 100% in cash and the participants can earn from 0% to 200% of the awards granted (Threshold — 75%; Target — 100%; Maximum — 200%). This presentation assumes that the shares will settle at 100% (Target). (2) These amounts reflect possible Annual Incentive Award (AIA) payments under the Omnibus Plan for fiscal year 2023, under which the named executive officers were eligible to receive a cash bonus based on a target percentage of base salary. Please see the “Compensation Discussion and Analysis” section for more information regarding this program, performance shares and PRSUs granted thereunder, the related performance measures and the actual performance results. (3) These amounts reflect possible payments with regard to the performance shares granted under the Omnibus Plan in December 2022, which are expected to settle in cash. The amount of cash which is ultimately paid will be determined by the Company’s performance over the performance period from November 1, 2022 through October 31, 2025. Please see the “Compensation Discussion and Analysis” section for more information regarding this program, performance shares granted thereunder, and the related performance measures. The amounts shown reflect grants of restricted stock, and grants of PRSUs (assuming PRSUs settle at 100%) granted under the Omnibus Plan. There were no grants of stock options during the year ended October 31, 2023. (6) The fair value shown in these columns was calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values may be found in Note 13, “Stock-Based Compensation” to the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023.

  68. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides information about outstanding equity awards held by the named executive officers as of October 31, 2023:

  69. Outstanding Equity Awards at October 31, 2023

    Outstanding Equity Awards at October 31, 2023

  70. Outstanding Equity Awards at October 31, 2023

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(5) (#) | Market Value of Shares or Units of Stock That Have Not Vested(5) ($) | | Wilson | — | —(1) | — | — | 64,500 | 1,731,825 | | | 17,100 | —(2) | 19.45 | 11/30/2026 | 58,700 | 1,576,095 | | | 14,400 | —(3) | 19.31 | 12/2/2025 | 49,500 | 1,329,075 | | | 6,300 | —(4) | 20.28 | 12/3/2024 | — | — | | Zuehlke | — | —(1) | — | — | 16,100 | 432,285 | | | — | — | — | — | 16,900 | 453,765 | | | — | — | — | — | 14,100 | 378,585 | | Cornett | — | —(1) | — | — | 13,800 | 370,530 | | | 5,500 | —(2) | 19.45 | 11/30/2026 | 14,300 | 383,955 | | | 5,500 | —(3) | 19.31 | 12/2/2025 | 9,700 | 260,445 | | | 1,800 | —(4) | 20.28 | 12/3/2024 | — | — | | Garcia | — | —(1) | — | — | 8,300 | 222,855 | | | — | — | — | — | 5,700 | 153,045 | | | — | — | — | — | 3,600 | 96,660 | | Livingston | — | —(1) | — | — | — | — | | | — | — | — | — | — | — | | | — | — | — | — | — | — |

  71. Outstanding Equity Awards at October 31, 2023

    (1) Stock option awards were not awarded during the fiscal years ended October 31, 2023, 2022 and 2021. Restricted stock awards, performance shares, and PRSUs were granted during these years. (2) Messrs. Wilson and Cornett’s stock option awards vested annually in equal installments on November 30, 2017, 2018 and 2019. (3) Messrs. Wilson and Cornett’s stock option awards vested annually in equal installments on December 2, 2016, 2017 and 2018. (4) Messrs. Wilson and Cornett’s stock option awards vested annually in equal installments on December 3, 2015, 2016 and 2017. The following table provides the details of the number and value of the shares or units of stock that have not yet vested as of October 31, 2023:

  72. Outstanding Equity Awards at October 31, 2023

    | | | Number of Shares or Units of Stock That Have Not Vested | | | Market Value of Shares or Units of Stock That Have Not Vested(8) ($) | | | Grant Date | Restricted Stock Awards(6) (#) | Performance Restricted Stock Units(7) (#) | Total Shares (#) | | | Wilson | 12/7/2022 | 34,100 | 30,400 | 64,500 | 1,731,825 | | | 12/9/2021 | 29,500 | 29,200 | 58,700 | 1,576,095 | | | 12/2/2020 | 25,500 | 24,000 | 49,500 | 1,329,075 | | Zuehlke | 12/7/2022 | 8,500 | 7,600 | 16,100 | 432,285 | | | 12/9/2021 | 8,500 | 8,400 | 16,900 | 453,765 | | | 12/2/2020 | 7,300 | 6,800 | 14,100 | 378,585 | | Cornett | 12/7/2022 | 7,300 | 6,500 | 13,800 | 370,530 | | | 12/9/2021 | 7,200 | 7,100 | 14,300 | 383,955 | | | 12/2/2020 | 5,000 | 4,700 | 9,700 | 260,445 | | Garcia | 12/7/2022 | 4,400 | 3,900 | 8,300 | 222,855 | | | 12/9/2021 | 2,900 | 2,800 | 5,700 | 153,045 | | | 12/2/2020 | 3,600 | — | 3,600 | 96,660 | | Livingston | 12/7/2022 | — | — | — | — | | | 12/9/2021 | — | — | — | — | | | 12/2/2020 | — | — | — | — |

  73. Outstanding Equity Awards at October 31, 2023

    Restricted stock awards vest three years from date of grant. (7) Amounts assume PRSUs will settle at 100% of Target and vest three years from the date of grant based on performance during the established three-year performance period. (8) This column shows the total market value of the unvested stock awards as of October 31, 2023, based on the closing price per share of Quanex Building Products Corporation’s stock of $26.85 on October 31, 2023.

  74. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table provides information regarding the value realized by the named executive officers upon the exercise of options, the vesting of restricted stock awards, and the vesting of PRSUs during the fiscal year ended October 31, 2023.

  75. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Wilson | — | — | 19,800 | 472,032 | | Zuehlke | — | — | 6,200 | 147,808 | | Cornett | 2,000 | 14,740 | 4,500 | 107,280 | | Garcia | — | — | 3,700 | 74,037 | | Livingston | — | — | 2,500 | 59,600 |

  76. Option Exercises and Stock Vested in Fiscal 2023

    (1) The value realized upon exercise represents the number of options exercised multiplied by the excess of the closing market price of a share of Quanex Building Products Corporation stock on the exercise date over the price on the grant date. The value realized upon vesting represents the number of shares of stock vesting multiplied by the closing market price of a share of Quanex Building Products Corporation stock on the vesting date.

  77. Pension Benefits

    Pension Benefits Our named executive officers other than Kim Garcia and Mark Livingston are eligible to participate in our Salaried and Nonunion Employee Pension Plan, described below, which is generally available to all our salaried and nonunion hourly employees except for (i) employees of certain recent acquisitions, (ii) employees who had not met the twelve-month eligibility requirement before the Pension Plan was frozen, and (iii) employees hired on or after January 1, 2020. The named executive officers are also eligible to participate in certain plans, also described below, which are only available to a select group of management and highly compensated employees.

  78. Pension Benefits

    | NEOs Eligible | Time Frame | Plan Name | Earnings | Formula | Form of Payment | | George Wilson and Scott Zuehlke | For salaried and non-union employees (12 month service commitment added in 2018). Frozen on January 1, 2020 and terminated during fiscal 2023. | Pension Plan (Cash balance) | Salary and Bonus (Earnings up to the tax limit are included in the Plan; benefits on the excess are accrued under the Restoration Plan) | 4% of Earnings + Interest at the 30-year Treasury security in effect on the first day of the fifth month of the year(2) | Annuity or lump sum | | Paul Cornett | For salaried and non-union employees who began participating at Quanex Corporation. Frozen on January 1, 2020 and terminated during fiscal 2023. | Pension Plan (Traditional) | Highest 5-calendar year monthly average of salary and bonus (Earnings up to the tax limit are included in the Plan; benefits on the excess are accrued under the Restoration Plan) | Greater of: (i) 1% of Pension Earnings (capped at Social Security covered compensation) plus 1.5% of Pension Earnings in excess of Social Security covered compensation x years of service (up to January 1, 2020) or (ii) $9.00 x years in service less monthly accrued benefits under other qualified defined benefit plans that consider years of service(2) | Monthly single life annuity | | All NEOs except Kim Garcia and Mark Livingston(1) | Highly compensated individuals designated by a Committee of the Board who participate in the Pension Plan. Terminated during fiscal 2023. | Restoration Plan | Earnings as defined under Pension Plan (without caps) | Benefit under Pension plan without cap less benefit under Pension Plan with cap(3) | Lump Sum(4) |

  79. Pension Benefits

    Kim Garcia and Mark Livingston did not meet the 12-month eligibility requirement to participate in the Pension Plan before its freeze on January 1, 2020. (2) The Pension Plan pays a death benefit prior to retirement to the participant’s spouse, or to the participant’s estate, if no spouse. The Pension Plan does not provide for a disability retirement. The Pension Plan requires five years of vesting service for Traditional Participants and three years of vesting service for Cash Balance Participants. Early retirement under the Pension Plan requires a Traditional Participant to have attained age 55 with 5 years of service. (3) None of the named executive officers is currently eligible to receive an early retirement benefit under the Restoration Plan. The Restoration Plan requires five years of service for vesting purposes for Traditional Participants, and three years of service for Cash Balance Participants. In addition, the Restoration Plan pays a death benefit to the designated beneficiary of a participant if the participant has retired or terminated employment, but has not commenced payment. The Restoration Plan does not provide a disability benefit. The Company has no policy for granting additional service under the Restoration Plan. (4) The early retirement benefit is the actuarial equivalent of the participant’s lump sum benefit under the Restoration Plan, determined as of his or her early retirement date.

  80. Pension Benefits Table

    Pension Benefits Table The following table discloses the years of credited service of, present single-sum value of the accrued benefits as of October 31, 2023 for, and payments during fiscal year 2023 for, the named executive officers under the Pension Plan and the Restoration Plan. The Pension Plan was terminated and closed during the year ended October 31, 2023, resulting in no accrued benefit outstanding as of October 31, 2023. Final Pension Plan payments are included in the table below. The Restoration Plan was also terminated during the year ended October 31, 2023. Accumulated benefits for the Restoration Plan will be paid in June 2024. For information related to the valuation method and material assumptions applied in quantifying the present value of the current accrued benefit, please see Note 10, “Retirement Plans” to the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

  81. Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Fiscal Year ($) | | George L. Wilson | Restoration Plan | 11.33 | 133,998 | — | | | Pension Plan | 11.33 | — | 108,298 | | Scott M. Zuehlke | Restoration Plan | 3.94 | 14,955 | — | | | Pension Plan | 3.94 | — | 48,614 | | Paul B. Cornett | Restoration Plan | 14.36 | 60,778 | — | | | Pension Plan | 14.36 | — | 244,395 | | Kim Garcia(1) | | — | — | — | | Mark Livingston(1) | | — | — | — |

  82. Pension Benefits Table

    (1) Kim Garcia and Mark Livingston did not meet the 12-month eligibility requirement to participate in the Pension Plan before the freeze on January 1, 2020.

  83. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company’s directors, executive officers, key management and highly compensated employees are eligible to participate in the non-tax qualified plan described below.

  84. Director Compensation

    Director Compensation 32. The Nominating & Corporate Governance Committee shall review and recommend for Board approval the form and amount of non-employee director compensation, including cash, equity-based awards and other director compensation. 33. In determining non-employee director compensation, the Nominating & Corporate Governance Committee, may consult with appropriate advisers to determine levels of director compensation similar to the compensation of directors of similar companies. 34. Non-employee directors shall be paid in equity, equity equivalents and/or cash for their services, with a deferral option. 35. Unless and until a recommendation is made by the Nominating & Corporate Governance Committee and approval of the Board, the amount of cash compensation for non-employee directors is as follows: Board Retainer — $70,000/year paid quarterly; Committee Member Retainer Fees — $10,000/year paid quarterly for membership on the Audit Committee or Compensation Committee and $7,500/year paid quarterly for membership on the Governance Committee; Committee chair fees — $20,000/year paid quarterly for Audit Committee and $15,000/ year paid quarterly for Compensation Committee; and $12,000/year paid quarterly for Governance Committee; Lead Director fee of $20,000/year paid quarterly; and reimbursement for all travel and living expenses associated with meeting attendance. 36. Unless and until a recommendation is made by the Nominating & Corporate Governance Committee and approval of the Board, on the date on which a non-employee director is first elected or appointed as a director, such director will be granted an annual restricted stock unit award that is pro-rated for the time to be served during the current fiscal year from the director’s date of election or appointment. These grants will immediately vest, and will be settled and paid upon the earlier of the director’s separation from service or a change in control of the Company. This pro-rated restricted stock unit award, as well as the first restricted stock unit award granted to such newly appointed or elected director as set forth in paragraph 37 of these Guidelines, will not be eligible for any form of deferral or other payment timing election. Unless and until a recommendation is made by the Nominating & Corporate Governance Committee and approval of the Board, on the first business day of each fiscal year, non-employee directors shall receive an annual restricted stock unit award of $100,000 in equivalent value. The restricted stock unit award vests immediately upon issuance. If the non-employee director meets the director stock ownership guidelines (in shares and share equivalents), payment of the award will be deferred automatically to the director’s separation from service (or, if earlier, a change in control of the company), unless an election is made by the director to settle and pay the award on an earlier permitted specified date, and such election is made prior to the last day of the deferral election period applicable to the award under Section 409A of the Internal Revenue Code. If the non-employee director has not met the applicable stock ownership guidelines, then payment of the award will automatically be deferred until the director’s separation from service, and no election for an earlier payment date will be allowed. For purposes of this paragraph, the determination of whether a director meets the stock ownership guidelines will be made as of December 31st of the calendar year immediately preceding the calendar year in which the applicable restricted stock unit award is granted. Unless and until a recommendation is made by the Nominating & Corporate Governance Committee and approval of the Board, non-employee directors shall not receive any remuneration from the Company other than as set forth in this Director Compensation section of the Corporate Governance Guidelines.