DEF 14A of Azz Inc, May 28, 2024

DEF 14A of Azz Inc

Filed May 28, 2024 · FY20240001104659-24-065392

Open on EDGAR

  1. Director Nominees For Fiscal Year 2025

    Director Nominees For Fiscal Year 2025

  2. Director Nominees For Fiscal Year 2025

    | Name | Age | Director Since | Independent | Other Public Company Boards | Primary Occupation | | DANIEL E. BERCE | 70 | 2000 | | 1 | President and Chief Executive Officer, General Motors Financial Company | | DANIEL R. FEEHAN | 73 | 2000 | | 2 | Chairman of the Board, FirstCash, Inc. | | THOMAS E. FERGUSON | 67 | 2013 | — | — | President and Chief Executive Officer, AZZ Inc. | | CLIVE A. GRANNUM | 58 | 2021 | | — | President, Performance Materials, Materion Corporation | | CAROL R. JACKSON | 52 | 2021 | | 1 | Former President, Chief Executive Officer and Chairman of the Board, HarbisonWalker International | | ED MCGOUGH | 63 | 2017 | | — | Senior Vice President, Global Manufacturing and Technical Operations, Alcon, Inc. | | STEVEN R. PURVIS | 59 | 2015 | | — | Former Principal, Luther King Capital Management |

  3. Key Statistics about our Director Nominees for Fiscal Year 2025

    Key Statistics about our Director Nominees for Fiscal Year 2025 Our Director Nominees have an effective mix of diversity, experience and fresh perspective.

  4. Key Statistics about our Director Nominees for Fiscal Year 2025

    | 2 | 2024 Proxy Statement |

  5. Key Statistics about our Director Nominees for Fiscal Year 2025

    | HOW WE THINK ABOUT BOARD REFRESHMENT | Mandatory Retirement Age of 75 | Three of our highly qualified Directors have joined AZZ’s Board over the past three years. | For FY2024, the Average tenure of our Director Nominees is 11.5 years. |

  6. Fiscal Year 2024 Total Direct Compensation Mix

    Fiscal Year 2024 Total Direct Compensation Mix Our directors are elected by our shareholders annually and serve until the next annual meeting and until their successors are duly elected and qualified. Our Bylaws, as amended and restated, provide that the Board of Directors may consist of up to twelve (12) members. The Board is currently made up of eight (8) independent members (as set forth below) and Thomas E. Ferguson, President and Chief Executive Officer of the Company. Mr. Kaden resigned from our Board on May 10, 2024, at which time the Board fixed the number of directors at nine (9). Two of our current Board members, Mr. Paul Eisman and Ms. Venita McCellon-Allen, have primary experience and expertise in the energy and utility markets; because the Company disposed of its controlling interest in the Infrastructure Solutions business segment last year, and now is a predominantly metal coatings company, each of them will not be nominated for re-election at the expiration of their current term at the 2024 Annual Meeting, at which time the number of directors will be decreased from nine (9) and fixed at seven (7) members. Therefore, the Board proposes that the remaining seven (7) current members of the Board of Directors be nominated for re-election at the 2024 Annual Meeting to serve on the Board for a one-year term. 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 Nominating and Corporate Governance Committee of the Board of Directors has nominated the directors noted below, for election each to serve a one-year term expiring at the 2025 Annual Meeting of Shareholders. These 2024 nominations were further approved by the full Board of Directors. We did not receive any shareholder nominations for directors for the 2024 Annual Meeting. All the proposed 2024 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 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 2024 Annual Meeting. Each of the director nominees has consented to be named in this Proxy Statement and to serve on AZZ’s Board of Directors 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. Detailed information on each director nominee is provided below beginning on page 11 of this Proxy Statement.

  7. Fiscal Year 2024 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 2024 Total Direct Compensation Mix

    | 10 | 2024 Proxy Statement |

  9. Fiscal Year 2024 Total Direct Compensation Mix

    Nominees for Election of Directors:

  10. Fiscal Year 2024 Total Direct Compensation Mix

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

  11. Fiscal Year 2024 Total Direct Compensation Mix

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

  12. Fiscal Year 2024 Total Direct Compensation Mix

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

  13. Fiscal Year 2024 Total Direct Compensation Mix

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

  14. Fiscal Year 2024 Total Direct Compensation Mix

    | 12 | 2024 Proxy Statement |

  15. Fiscal Year 2024 Total Direct Compensation Mix

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

  16. Fiscal Year 2024 Total Direct Compensation Mix

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

  17. Fiscal Year 2024 Total Direct Compensation Mix

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

  18. Fiscal Year 2024 Total Direct Compensation Mix

    | 14 | 2024 Proxy Statement |

  19. Summary of Director Nominees’ Experience, Qualifications, Attributes and Skills

    Summary of Director Nominees’ Experience, Qualifications, Attributes and Skills Our Board of Directors, acting through the Nominating and Corporate Governance Committee, ensures the Company’s Board has diverse professional expertise, strong skills and qualifications. The Board believes that the collective combination of backgrounds, skills and experience levels of its nominees establishes a Board that is well equipped to exercise independent and robust oversight responsibilities for AZZ’s shareholders and to help guide the Company’s management team in achieving AZZ’s short- and long-term strategic objectives.

  20. Summary of Director Nominees’ Experience, Qualifications, Attributes and Skills

    | SUMMARY OF DIRECTOR EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS | BERCE | FEEHAN | FERGUSON | GRANNUM | JACKSON | MCGOUGH | PURVIS | | CEO/SENIOR EXECUTIVE LEADERSHIP EXPERIENCE | | | | | | | | | FINANCIAL EXPERTISE | | | | | | | | | MANUFACTURING AND DISTRIBUTION EXPERTISE | | | | | | | | | INTERNATIONAL EXPERIENCE | | | | | | | | | STRATEGIC PLANNING AND OVERSIGHT | | | | | | | | | CORPORATE GOVERNANCE | | | | | | | | | MERGERS AND ACQUISITIONS | | | | | | | | | DIGITAL TECHNOLOGY | | | | | | | | | RACE/ETHNICITY | | | | | | | | | AFRICAN AMERICAN | | | | | | | | | ASIAN/PACIFIC ISLANDER | | | | | | | | | WHITE/CAUCASIAN | | | | | | | | | HISPANIC/LATINO | | | | | | | | | NATIVE AMERICAN | | | | | | | | | GENDER | | | | | | | | | MALE | | | | | | | | | FEMALE | | | | | | | |

  21. Summary of Director Nominees’ Experience, Qualifications, Attributes and Skills

    | HOW WE THINK ABOUT BOARD REFRESHMENT | Mandatory Retirement Age of 75 | Three of our highly qualified Directors joined AZZ’s Board over the past three years. | For FY2024, the Average tenure of our Director Nominees is 11.5 years. |

  22. Summary of Director Nominees’ Experience, Qualifications, Attributes and Skills

    | 16 | 2024 Proxy Statement |

  23. Director Compensation

    Director Compensation

  24. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2024

    Fees Paid to Directors and Other Director Compensation in Fiscal Year 2024 We compensate non-employee directors for their service on the Board with a combination of quarterly cash retainers and annual 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 spend 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.

  25. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2024

    | Highlights of our Non-Employee Director Compensation Program | | | | No Fees for Board or Board Committee Meeting Attendance: Meeting attendance is an essential part of Board service. | | | Emphasis on Equity: There is an emphasis on equity in the overall director compensation mix to further align their interests with our 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: Equity awards are granted annually on the day of the annual shareholders meeting under a fixed-value formula. |

  26. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2024

    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 2024. Mr. Ferguson, who served as an executive officer of the Company, did not receive any compensation for his service as a director. Mr. Kaden, who served on our Board until his resignation on May 10, 2024, did not receive any compensation for his service as a director. FY2024 Cash Compensation to our Directors. The table below shows cash compensation fees payable to the non-employee directors of the Company for fiscal year 2024:

  27. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2024

    | Service | Fee Amount | | Annual Retainer for Board Service | $72,500 | | Annual Retainer for Board Chair Service | $79,500 | | Annual Audit Committee Chair Retainer | $17,000 | | Annual Audit Committee Member Retainer | $7,500 | | Annual Compensation Committee Chair Retainer | $10,625 | | Annual Compensation Committee Member Retainer | $2,500 | | Annual Nominating and Corporate Governance Committee Chair Retainer | $7,625 | | Annual Nominating and Corporate Governance Committee Member Retainer | $2,500 |

  28. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2024

    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. Equity-Based Compensation. In addition to the cash compensation for fiscal year 2024 described above, on July 11, 2023, 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 $115,000 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. The Board approved an increase in the fair market value of the annual director equity grant to $125,000 effective as of March 1, 2024.

  29. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2024

    | 38 | 2024 Proxy Statement |

  30. 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 2024. As discussed above, Mr. Kaden did not receive any compensation for his service as a director.

  31. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total Compensation | | Daniel E. Berce | $97,000 | $114,977 | $211,977 | | Paul Eisman | $82,500 | $114,977 | $197,477 | | Daniel R. Feehan | $157,000 | $114,977 | $271,977 | | Clive A. Grannum | $82,500 | $114,977 | $197,477 | | Carol R. Jackson | $82,625 | $114,977 | $197,602 | | David M. Kaden | — | — | — | | Venita McCellon-Allen | $82,500 | $114,977 | $197,477 | | Ed McGough | $85,625 | $114,977 | $200,602 | | Steven R. Purvis | $82,500 | $114,977 | $197,477 |

  32. DIRECTOR COMPENSATION

    (1) Eligible directors received an annual equity grant of AZZ Common Stock having a fair market value of $115,000 on the grant date, which is the day of the annual meeting of shareholders, which was July 11, 2023. The equity values in this column for the fiscal year ended February 29, 2024 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 14 to the Company’s audited financial statements for the fiscal year ended February 29, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 22, 2024. (2) AZZ redeemed its Series A Preferred Stock on May 9, 2024, and in connection with the redemption, Mr. Kaden submitted his resignation from the Board on May 10, 2024.

  33. Highlights for Fiscal Year 2024

    | WE FEEL THAT THE COMPANY IS WELL POSITIONED FOR THE FUTURE, AND WE WILL CONTINUE TO: | | | | | | | | | | | | capture long-term growth drivers in end markets; | | seek additional strategic acquisition targets to support growth; | | expand our utilization of customer-centric technologies (DGS and Coil Zone); | | drive operational excellence with ESG focus; and | | invest in our future by building a new aluminum coil coating facility which will be in full production by fiscal year 2026. |

  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 2020 through 2024 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 2024 is provided in the Summary Compensation Table provided on page 65. In reviewing the fiscal year 2024 base salaries, the Compensation Committee approved annual base salary adjustments ranging from 0% to 6% for our NEOs for performance on the execution of several business initiatives and on the successful integration of the Precoat Metals business segment into the Company’s operations, market growth initiatives, reducing debt, optimizing working capital and reducing inventories. See also the table on page 53 regarding adjustments to the NEOs base salaries. For fiscal year 2024, 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 vest only if certain performance metrics are met which are tied to the Company’s total shareholder return (“TSR”) relative to the TSR generated by its industry peer group companies over a three-year performance cycle. Half of the annual equity awards are in the form of performance share units (“PSUs”) and the other half 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 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 NEOs. 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 2024 Total Direct Compensation Mix

    Messrs. Ferguson, Schlom and Russell each have an employment agreement with the Company. 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 2024, payments earned under the Company’s Senior Management Bonus Plan (“STI Plan”) were above target for the NEOs, aligning compensation with the Company’s annual performance. On the last day of fiscal year 2024, the three-year performance cycle for the PSUs that were granted to our NEOs on May 4, 2021 (the “FY2022 PSUs”), concluded. The payout on the FY2022 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 FY2022 PSU target awards would be increased by an additional 25%, up to a maximum payout of 200% of the target award.

  37. Fiscal Year 2024 Total Direct Compensation Mix

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

  38. FY2022 Performance Shares Earned in FY2024

    FY2022 Performance Shares Earned in FY2024

  39. FY2022 Performance Shares Earned in FY2024

    | 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 | 17,500 | 24,400 | $1,776,352 | | Philip Schlom | $112,500 | 3,038 | 4,243 | $308,890 | | Tara D. Mackey | $150,000 | 3,092 | 5,605 | $408,039 | | Kurt Russell(3) | $— | — | — | $— | | Bryan Stovall | $100,000 | 2,442 | 3,758 | $273,555 |

  40. FY2022 Performance Shares Earned in FY2024

    (1) The total number of shares earned include dividend equivalents accrued during the FY2022 PSU performance cycle (March 1, 2021 – February 29, 2024), which consisted of 950 for Mr. Ferguson; 165 for Mr. Schlom; 168 for Ms. Mackey; and 133 for Mr. Stovall. (2) This amount represents the market value of the FY2022 PSUs at the conclusion of their performance cycle, on February 29, 2024, which was based upon the closing price of AZZ common stock of $72.80. (3) Mr. Russell did not receive FY2022 PSUs as he was not an employee of the Company at the time of grant.

  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 metrics 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 and current market trends in components and mix. | | We review and benchmark pay relative to the market median of our executive compensation industry peer group on an annual basis. | | We have clawback policies to protect the Company in the event of a financial restatement or an executive officer or other key level employees engage in serious misconduct. | | Our executive compensation program is designed to drive long-term shareholder value and attract and retain high performance executive talent. |

  42. Compensation Philosophy and Objectives

    | 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, except for relocation expenses. | | 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 grants, 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 review and total compensation targets and the total compensation target levels of the executive 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- 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 other executives, including for fiscal year 2024. 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. In fiscal year 2024, Meridian performed services solely on behalf of the Compensation Committee and did 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.

  45. Executive Compensation Industry Peer Group

    Executive Compensation Industry 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, 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 business, executive talent and for shareholder investment. In fiscal year 2024, following an annual review, and based upon recommendations by Meridian, the Compensation Committee determined that it would be appropriate to modify the Company’s industry peer group to align with its transformed business following the acquisition of the Precoat Metals segment and the disposition of its Infrastructure Solutions segment during fiscal year 2023. As a result of the Company transitioning from a diverse holding company to a focused metal coatings solutions company, the Committee believed it was necessary to utilize an industry peer group that was comparable in scale and to the transformed business. The Company’s FY2024 industry peer group consisted of 15 companies in the following industries: (i) building products; (ii) steel; (iii) construction materials; (iv) aluminum; (v) industrial machinery and supplies; (vi) construction and engineering; and (vii) diversified metals and mining. These industry peer companies had a median revenue of $1.46 billion for the most recently reported fiscal year end as disclosed by Meridian to the Compensation Committee and all companies were size appropriate in terms of market capitalization, number of employees, EBIT margin and the markets in which AZZ currently competes for business and talent. The Company’s fiscal year 2024 industry peer group included the following companies:

  46. Executive Compensation Industry Peer Group

    | • Apogee Enterprises, Inc.. | • Insteel Industries, Inc. | | • Arcosa, Inc. | • Kaiser Aluminum Corporation | | • Barnes Group Inc. | • Materion Corporation | | • Carpenter Technology Corporation | • PGT Innovations, Inc. | | • CSW Industrials, Inc. | • Radius Recycling, Inc. (formerly known as Schnitzer Steel Industries, Inc.) | | • Eagle Materials Inc. | • Simpson Manufacturing Co., Inc. | | • Gibraltar Industries, Inc. | • Metallus Inc. (formerly known as TimkenSteel Corporation) | | • Hill & Smith PLC | |

  47. Executive Compensation Industry Peer Group

    Though the Compensation Committee considers the compensation practices of the industry 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 industry peer group listed above on an annual basis. In addition to industry peer market data, compensation is determined based upon:

  48. Executive Compensation Industry 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 subject matter expertise and management responsibilities. |

  49. Executive Compensation Industry 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 its industry 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. Executive Compensation Industry Peer Group

    | 50 | 2024 Proxy Statement |

  51. Employment Agreements

    Employment Agreements

  52. Mr. Ferguson

    Mr. Ferguson Mr. Ferguson’s initial employment agreement with the Company commenced in November 2013 and was amended and restated in 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.”

  53. Mr. Russell

    Mr. Russell Mr. Russell entered into an employment agreement with the Company on March 10, 2022, which has an initial term of two years, which expired on March 10, 2024, but is subject to automatic one-year extensions for successive periods unless either the Company or Mr. Russell 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. Russell’s election not to extend the term. All 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 2023 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, Russel, 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 Mr. 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.”

  54. Fiscal Year 2024 Executive Compensation Components

    | Category | Compensation Element | Description | | CASH | Base Salary | Fixed annual cash compensation based upon experience and the responsibilities of the position. Reviewed annually for potential adjustments based on market rates for each position, individual performance and scope of responsibilities. | | | Annual Incentive Opportunity | Annual cash incentive for achievement of specific annual financial operating results and a qualitative component relating to the execution of individual performance goals which are consistent with completing AZZ’s fiscal year 2024 strategic business transformation objectives specifically tailored to each NEO’s specialized skill set. | | LONG-TERM INCENTIVES | Restricted Stock Units | Vest ratably over a three-year period. Settled in shares of AZZ Common Stock. Dividend equivalents accrue with respect to dividends awarded during the vesting period and are not paid and settled until the underlying award vests. | | | Performance Share Units | Three-year pre-determined financial performance metric settled in shares of AZZ Common Stock. Dividend equivalents accrue during the vesting period and are not paid and settled until the underlying award vests. | | RETIREMENT | 401(k)Plan | Qualified 401(k) plans that are generally available to all U.S. employees. For NEOs other than Mr. Russell, the Company matches 100% of the first 1% and 50% of contributions between 2% and 6% (with a potential total Company match of 3.5%). Mr. Russell participates in a separate 401(k) plan that we maintain for legacy Precoat Metals employees, under which the Company matches 100% of the first 3% and 50% of contributions between 4% and 5% (with a potential total Company match of 4%). |

  55. Fiscal Year 2024 Executive Compensation Components

    | Category | Compensation Element | Description | | OTHER | Employment Agreements | Sets standard benefits for an NEO and the CEO in the event of termination of employment from the Company. | | | Executive Severance Plan | Sets standard benefits for executives in the event of severance or upon a change in control (for all NEOs except for the Company’s CEO). | | | Change-in-Control Terms | Sets change-in-control benefits for the Company’s CEO upon a change in control pursuant to this employment agreement, and other NEOs pursuant to the Executive Severance Plan. | | | Other Benefits | Executive supplemental disability insurance, financial planning services and annual physical exam. |

  56. Fiscal Year 2024 Executive Compensation Components

    (1) Mr. Russell was not an NEO during fiscal year 2023. (2) Mr. Russell received an extra payment during fiscal year 2024 as the Precoat Metals segment is paid bi-weekly as compared to all the other NEOs whom are paid bi-monthly. 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 Company’s 2014 Long Term Incentive Plan (the “2014 Plan”), for the NEOs for fiscal year 2024, the Compensation Committee utilized qualitative factors to evaluate their performances and recognize their contributions and leadership during fiscal year 2024. In particular, the Compensation Committee considered each officer’s contributions to achieving the following: (i) completion of AZZ’s strategic transformation plan for fiscal year 2024; (ii) the ability of the executive officers to effectively execute on their respective operating budgets and various business segment goals for the year; (iii) completing several corporate and operational excellence initiatives including paying down debt, improving net working capital, and refinancing the Company’s debt; (iv) reducing inventories; and (v) effectively integrating the Precoat Metals business segment operations and internal controls into the Company’s public company discipline and practices. 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 from the Company’s 2024 industry peer group discussed above. In assessing the NEO’s performance evaluation, the Compensation Committee considered and acknowledged the following individual performance achievements for fiscal year 2024:

  57. 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 eligibility, minimum thresholds and maximum payouts, and calculation of annual cash incentive awards based upon predetermined performance metrics. 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 2024, the Compensation Committee approved annual short-term incentive target award opportunities that ranged from 60% to 100% of base salary for the Company’s NEOs. The target annual short-term incentive opportunity for each NEO in fiscal year 2024 is set forth in the following table:

  58. Modifications to the STI Plan Minimum Thresholds for Payout

    Modifications to the STI Plan Minimum Thresholds for Payout For fiscal year 2024, the Compensation Committee consulted with Meridian (the Compensation Committee’s consultant) and Mercer (US) Inc. (the Company’s compensation consultant) to determine best practices related to short-term annual cash incentive threshold benchmarking. After review, analysis and careful consideration of the Company’s historical annual performance metrics and targets, the Compensation Committee determined that it was best practice to set a higher minimum performance achievement threshold before any bonus was paid and to reduce the maximum payout threshold. Historically, the Company’s STI Plan began paying participants upon achieving 51% of the performance metric target with the potential to payout a maximum of 200% of each participant’s incentive opportunity by achieving at least 125% of the participant’s annual performance target. For fiscal year 2024, the Compensation Committee increased the minimum payout threshold from 51% to 81 % of the performance metric target with a maximum payout of 200% if the participant’s achieved a performance level of at least 120% of the participant’s annual performance target as illustrated in the table below. Award payments are calculated (as a percentage of the target award opportunity) with respect to each applicable performance metric, based on the percentage of performance target achieved in accordance with the following schedule:

  59. Modifications to the STI Plan Minimum Thresholds for Payout

    | % of Performance Target Achievement | | % of Target Bonus Opportunity Earned | | FY2023 | FY2024 | | | <51 | <81 | 0% | | 100 | 100 | 100% | | 125 | 120 | 200% |

  60. Modifications to the STI Plan Minimum Thresholds for Payout

    Beginning in FY2024, for every percentage point increase in the percentage of the performance target achieved, the percentage of target bonus opportunity earned increased by five percentage points between the minimum payment thresholds and the target bonus opportunity. As described below, the Compensation Committee determines the percentage of the performance target that has been achieved for each performance metric assigned to each 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 performance metric and would be entitled to a cash bonus of 150% of his STI target cash award resulting in a cash award of $150,000.

  61. Fiscal Year 2024 STI Plan Performance Metrics

    Fiscal Year 2024 STI Plan Performance Metrics Our STI Plan performance metrics are designed to drive shareholder value creation. For fiscal year 2024, the Compensation Committee assigned quantitative and qualitative performance goals for the year that relate to the following: (i) completion of AZZ’s strategic transformation plan for fiscal year 2024; (ii) the ability of the executive officers to effectively execute on their respective operating budgets and various business segment goals for the year; (iii) completing several corporate and operational excellence initiatives including paying down debt, improving net working capital, and refinancing the Company’s debt; (iv) reducing inventories; and (v) effectively integrating the Precoat Metals business segment operations and internal controls into the Company’s public company discipline and practices. Levels for adjusted earnings per share; cash flow; business segment earnings; interest, taxes, depreciation and amortization (“EBITDA”); and business segment cash flow were set and approved in alignment with the Company’s strategic plan, and expectations set and approved by the Compensation Committee regarding the Company’s annual operating budget based upon various market conditions. Each NEO also has an individual qualitative performance metric, which comprises the final component of the annual STI performance target. This qualitative performance metric is discretionary, and subject to the same 0% to 200% payout range as the financial performance metrics. The amounts awarded to the NEOs under the qualitative metrics are influenced by the quantitative performance assessment of each officer and the Company’s performance in an effort to ensure executives are appropriately compensated for demonstrating behaviors that are consistent with AZZ’s business objectives and core values. The chart below shows the performance metrics, the weight of each performance metric and target performance goals assigned to each NEO, and the actual percentage of target performance achieved for fiscal year 2024:

  62. Fiscal Year 2024 STI Plan Performance Metrics

    | 56 | 2024 Proxy Statement |

  63. Fiscal Year 2024 STI Plan Performance Metrics

    | Named Executive Officer | Weight | Performance Measure | FY2024 Target Performance Goal | FY2024 Achieved Performance | % of Target Performance Achieved | | Mr. Ferguson | 50% | Adjusted Earnings Per Share (“Adjusted EPS”)(1) | $4.15 | $4.13 | 99.5% | | | 25% | FY2024 Cash Flow(2) | $106,100,000 | $149,400,000 | 140.8% | | | 25% | Qualitative(3) | | | 130% | | Mr. Schlom | 60% | Adjusted EPS(1) | $4.15 | $4.13 | 99.5% | | | 25% | FY2024 Cash Flow(2) | $106,100,000 | $149,400,000 | 140.8% | | | 15% | Qualitative(3) | | | 110% | | Ms. Mackey | 60% | Adjusted EPS(1) | $4.15 | $4.13 | 99.5% | | | 25% | FY2024 Cash Flow(2) | $106,100,000 | $149,400,000 | 140.8% | | | 15% | Qualitative(3) | | | 150% | | Mr. Russell | 20% | Adjusted EPS(1) | $4.15 | $4.13 | 99.5% | | | 15% | FY2024 Cash Flow(2) | $106,100,000 | $149,400,000 | 140.8% | | | 25% | Precoat Metals Segment EBITDA(4) | $170,200,000 | $169,700,000 | 99.7% | | | 25% | Precoat Metals Segment Cash Flow(5) | $122,300,000 | $152,900,000 | 125% | | | 15% | Qualitative(3) | | | 100% | | Mr. Stovall | 20% | Adjusted EPS(1) | $4.15 | $4.13 | 99.5% | | | 15% | FY2024 Cash Flow(2) | $106,100,000 | $149,400,000 | 140.8% | | | 25% | Metal Coatings Segment EBITDA(4) | $182,500,000 | $196,700,000 | 138.7% | | | 25% | Metal Coatings Segment Cash Flow(5) | $129,300,000 | $189,700,000 | 200% | | | 15% | Qualitative(3) | | | 100% |

  64. Fiscal Year 2024 STI Plan Performance Metrics

    (1) Adjusted EPS is a non-GAAP measure. See Appendix A for a reconciliation of Adjusted EPS to the most comparable GAAP measure. (2) Consolidated Cash Flow from operations minus consolidated capital expenditures. (3) Based on the CEO and the Compensation Committee’s review of the NEOs individual and collective performance, the Committee approved various discretionary individual performance payouts for the NEOs ranging between 100% to 150% of award targets. This decision took into account the Company’s performance against annual performance goals, the strong individual and collective performances across different corporate functions and all aspects of the business, and the value created for the Company’s shareholders during fiscal year 2024. (4) Segment Adjusted EBITDA is calculated as earnings excluding depreciation, amortization, interest, provision for income taxes, acquisition expenses, transaction related expenses and certain non-ordinary course legal settlements and accruals. (5) Segment Cash Flow is calculated as cash flow from operations for each business segment minus the respective segment’s fiscal year annual capital expenditures. Upon completion of each 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 results and on the percentage of target performance achieved by each NEO. Awards made to our NEOs under the STI Plan for performance in fiscal year 2024 are reported in the column titled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table of this Proxy Statement on page 65 and also detailed in the following table:

  65. Fiscal Year 2024 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% | 131.3% | 940,256 | 1,234,556 | | Philip Schlom | 70% | 125.1% | 294,429 | 368,213 | | Tara D. Mackey | 60% | 131.1% | 248,632 | 322,783 | | Kurt Russell | 80% | 139.1% | 370,800 | 515,857 | | Bryan Stovall | 80% | 149.2% | 359,945 | 531,953 |

  66. Fiscal Year 2024 STI Plan Performance Metrics

    (1) Actual payout is based upon actual base salary earned during fiscal year 2024 multiplied by the actual payout percentage.

  67. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term equity compensation is granted on an annual basis to our executive officers and is designed to align the interests of management with those of our shareholders. Awards, including those granted in fiscal year 2024, were made under the Company’s 2014 Plan which was previously approved by shareholders and allows the Company to grant stock options, stock appreciation rights (“SARs”), restricted shares, RSUs, performance awards (including PSUs) and other stock-based awards. The AZZ Inc. 2023 Long-Term Incentive Plan (the “2023 Plan”) was approved by our shareholders on July 11, 2023 at last year’s annual meeting, and succeeded the 2014 Plan. As the date of such approval of the 2023 Plan, no further grants were permited or will be made under the 2014 Plan. The purpose of our long-term incentive compensation program is to: • align the interests of executive officers with our shareholders; • provide an opportunity for increased equity ownership in the Company by directors and executives as well as key management that is being trained and developed for future succession planning purposes; • maintain competitive levels of total compensation with the Company’s industry 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 2024, 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 all of which were granted under the 2014 Plan. 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 accrued dividend equivalents will be paid either in cash or shares of AZZ Common Stock at the discretion of the Compensation Committee. On April 28, 2023, the Compensation Committee approved an aggregate award pool of 112,789 RSUs and 74,107 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 April 28, 2024 and are settled in shares of AZZ Common Stock. The PSUs cliff vest at the end of each three-year performance cycle based on the Company’s TSR performance relative to the Company’s industry peer group’s TSR over the performance cycle and are settled, if at all, in shares of AZZ Common Stock. Annual RSU target award levels are determined based on market data provided by Meridian and vary among participants based on their positions and responsibilities within the Company, and are granted on the first open trading window day following the Company publicly announcing 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:

  68. Long-Term Incentive Compensation

    | | the practice of granting annual equity awards every year after annual financial operating 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 industry peer group; and | | | Position and peer data analytics and advice from Meridian. | | |

  69. 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 2024. 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. Pursuant to both our 2014 Plan and the 2023 Plan, if an NEO voluntarily leaves the Company before his or her award vests, the NEO will forfeit the unvested portion of the award. The number and value of RSUs and PSUs granted to each NEO in fiscal year 2024 is reported in the “Grants of Plan Based Awards” table on page 67 of this Proxy Statement.

  70. Long-Term Incentive Compensation

    | 58 | 2024 Proxy Statement |

  71. Fiscal Year 2024 Performance Share Units

    Fiscal Year 2024 Performance Share Units For fiscal year 2024, the Company granted target PSUs to the NEOs that have a three-year performance cycle (March 1, 2023 to February 28, 2026) 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 “FY2024 PSUs”). Payments under the PSUs will be based on the Company’s TSR relative to the TSR of its industry peer group companies over the three-year performance cycle. The Company’s industry peer group is described in detail beginning on page 49 of this Proxy Statement. The TSR performance metric is defined below. The Company’s industry 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 FY2024 PSUs unless AZZ’s TSR performance ranks in the 25th percentile or higher as compared to its industry peer group for the relative performance cycle. Within these constraints, payments under the FY2024 PSUs will be determined as follows:

  72. Fiscal Year 2024 Performance Share Units

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

  73. Fiscal Year 2024 Performance Share Units

    (1) The percentage of target award payout earned under the FY2024 PSUs will be interpolated for performance percentiles that fall between the threshold and maximum percentages shown above. The FY2024 PSU target awards that 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, 2026, 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 industry peer group for the same period. RSUs and PSUs granted under the 2014 Plan (which is now frozen as to new awards) 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 target award RSUs and PSUs granted to each NEO in fiscal year 2024. 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 from the last trading day preceding the date of grant (April 28, 2023), which was $39.27, to determine the number of shares to be granted.

  74. Fiscal Year 2024 Performance Share Units

    | Name | % of Base Salary | TOTAL RSU Grant Value(1) | Number of RSUs | Total PSU Grant Value(1) | Number of PSUs at Target | | Thomas Ferguson | 225(2) | $1,057,620 | 26,932 | $1,057,620 | 26,932 | | Philip Schlom | 100 | $210,252 | 5,354 | $210,252 | 5,354 | | Tara D. Mackey | 100(2) | $207,149 | 5,275 | $207,149 | 5,275 | | Kurt Russell | 100 | $231,693 | 5,900 | $231,693 | 5,900 | | Bryan Stovall | 100 | $224,899 | 5,727 | $224,899 | 5,727 |

  75. Fiscal Year 2024 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 Compensation Committee approved adjusting the total target value of RSUs and PSUs for Mr. Ferguson and Ms. Mackey from 200% to 225% and 85% to 100% of their base salaries, respectively, to align them with the market median as recommended by Meridian.

  76. Modifications to PSU Awards for Fiscal Year 2025

    Modifications to PSU Awards for Fiscal Year 2025 The Company will be modifying the performance metrics for the PSUs that will be granted to the NEOs in FY2025 by making the following change: • Performance metrics for PSUs will be measured 50% on relative TSR as presented and defined above and 50% on Adjusted Return on Investment Capital (“Adjusted ROIC”) rather than current practice of measuring 100% on relative TSR. The Compensation Committee determined that utilizing relative TSR and adjusted ROIC is more consistent with the Company’s industry peer group companies. Adjusted ROIC is defined as: • The components above may be adjusted with the approval of the Compensation Commitee for items such as: M&A costs; asset impairment; restructuring costs; or major changes to Federal or State tax laws. • The same as TSR, Adjusted ROIC will be measured at the end of the three-year performance cycle. • The percentage of Adjusted ROIC target goal achieved will be calculated as:

  77. Actual Adjusted ROIC -------------------- Target ROIC

    Actual Adjusted ROIC -------------------- Target ROIC • A payout percentage will be calculated for each metric (TSR and Adjusted ROIC) and then averaged to determine total PSU vesting percentage.

  78. 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

  79. Severance Benefits

    | 60 | 2024 Proxy Statement |

  80. Severance Benefits

    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 has entered into a change in control agreement with Mr. Ferguson. 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, except for relocation expenses, which is available to all employees.

  81. Deductibility of Executive Compensation

    Deductibility of Executive Compensation As part of its role, the Compensation Committee reviews and considers limits on the deductibility of certain executives’ compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended. Generally, Section 162(m) disallows a tax deduction for a publicly held corporation for compensation exceeding $1,000,000 in any taxable year paid to a 162(m) covered employee. For this purpose, the definition of “covered employee” includes (i) the principal executive officer and the principal financial officer (or an individual acting in such a capacity); (ii) the three other most highly compensated executive officers; and (iii) anyone who previously was considered a 162(m) covered employee for any tax year beginning after 2016. Although the Compensation Committee does consider tax deductibility of covered employees’ compensation, 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 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.

  82. 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 29, 2024 and the two prior fiscal years, if applicable to the individual.

  83. 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 | 2024 | 940,256 | — | 2,172,335 | — | 1,234,556 | — | 33,829 | 4,380,976 | | | 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 | | Philip Schlom Senior Vice President & Chief Financial Officer | 2024 | 420,612 | — | 431,853 | — | 368,213 | — | 19,341 | 1,240,020 | | | 2023 | 411,469 | — | 520,031 | — | 315,391 | — | 17,519 | 1,264,410 | | | 2022 | 363,125 | — | 356,316 | — | 312,863 | — | 30,979 | 1,063,283 | | Tara D. Mackey Chief Legal Officer & Secretary | 2024 | 410,478 | — | 425,482 | — | 322,783 | — | 13,665 | 1,172,408 | | | 2023 | 387,828 | — | 421,986 | — | 289,708 | — | 13,378 | 1,112,900 | | | 2022 | 370,508 | — | 362,649 | — | 293,980 | — | 10,699 | 1,037,836 | | Kurt Russell Chief Operating Officer – Precoat Metals | 2024 | 478,731 | — | 475,894 | — | 515,857 | — | 3,565 | 1,474,047 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | Bryan Stovall Chief Operating Officer – Metal Coatings | 2024 | 445,686 | — | 461,940 | — | 531,953 | — | 14,126 | 1,453,705 | | | 2023 | 418,032 | — | 524,800 | — | 550.130 | — | 14,424 | 1,507,386 | | | 2022 | 364,584 | — | 348,887 | — | 310,464 | — | 11,767 | 1,035,702 |

  84. 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 industry 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 14 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024 filed with the SEC on April 22, 2024. (2) The amounts in this column for 2024 reflect the cash awards earned and paid out under the Company’s STI Plan for performance in fiscal year 2024 discussed above under “Fiscal Year 2024 STI Plan Performance Metrics.” (3) All other compensation consists of the perquisites and other components as described in the table below titled “Fiscal Year 2024 All Other Compensation” on a per executive basis for fiscal year 2024.

  85. Summary Compensation Table

    | | Fiscal Year 2024 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 | 16,705 | 2,177 | — | 1,700 | 13,247 | — | 33,829 | | Philip Schlom | — | — | 4,004 | 1,700 | 13,637 | — | 19,341 | | Tara D. Mackey | — | 2,012 | — | — | 11,653 | — | 13,665 | | Kurt Russell | — | — | — | — | 3,565 | — | 3,565 | | Bryan Stovall | — | 2,576 | — | — | 11,550 | — | 14,126 |

  86. Summary Compensation Table

    (1) The value attributable to each of the NEOs pursuant to the AZZ Supplemental Individual Disability Insurance Plan.

  87. Summary Compensation Table

    | 66 | 2024 Proxy Statement |

  88. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table provides information about cash incentive awards and equity awards made during fiscal year 2024 to each of the NEOs under the Company’s STI Plan and the 2014 Plan.

  89. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | 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 | 03/01/23 | 0 | 940,256 | 1,880,512 | — | — | — | — | — | — | — | | | 04/28/23 | — | — | — | — | — | — | 26,932 | — | — | 1,016,144 | | | 04/28/23 | — | — | — | 0 | 26,932 | 53,864 | — | — | — | 1,156,191 | | Philip Schlom | 03/01/23 | 0 | 294,429 | 588,858 | — | — | — | — | — | — | — | | | 04/28/23 | — | — | — | — | — | — | 5,354 | — | — | 202,006 | | | 04/28/23 | — | — | — | 0 | 5,354 | 10,708 | — | — | — | 229,847 | | Tara D. Mackey | 03/01/23 | 0 | 248,632 | 497,264 | — | — | — | — | — | — | — | | | 04/28/23 | — | — | — | — | — | — | 5,275 | — | — | 199,026 | | | 04/28/23 | — | — | — | 0 | 5,275 | 10,550 | — | — | — | 226,456 | | Kurt Russell | 03/01/23 | — | 370,800 | 741,600 | — | — | — | — | — | — | — | | | 04/28/23 | — | — | — | — | — | — | 5,900 | — | — | 222,607 | | | 04/28/23 | — | — | — | — | 5,900 | 11,800 | | — | — | 253,287 | | Bryan Stovall | 03/01/23 | 0 | 359,945 | 719,890 | — | — | — | — | — | — | — | | | 04/28/23 | — | — | — | — | — | — | 5,727 | — | — | 216,080 | | | 04/28/23 | — | — | — | 0 | 5,727 | 11,454 | — | — | — | 245,860 |

  90. Grants of Plan-Based Awards in Fiscal Year 2024

    (1) Potential payouts to each NEO under the Company’s STI Plan for fiscal year 2024. (2) In fiscal year 2024, long-term equity incentive grants included PSUs, which will vest at the end of three years, if at all, based on the Company’s TSR performance for the three-year performance cycle (March 1, 2023 to February 28, 2026) relative to its industry 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 industry peer group. For more information on the calculations used to determine stock-based compensation, see Note 14 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024 filed with the SEC on April 22, 2024. (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 29, 2024 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 14 to the Company’s audited financial statements for the fiscal year ended February 29, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 22, 2024.

  91. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table provides information on the holdings of unvested RSUs and PSUs by each of the NEOs as of February 29, 2024. As of the end of fiscal year 2024, no NEO had any outstanding stock option awards, either exercisable or unexercisable.

  92. Outstanding Equity Awards at Fiscal Year-End 2024

    | STOCK AWARDS | | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | 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 | 05/04/2021 | 17,945(1)(2) | 1,306,396 | — | — | | | 05/04/2021 | 17,500(5) | 1,274,000 | — | — | | | 05/09/2022 | 24,424(1)(2) | 1,778,067 | 11,289 | 821,820 | | | 04/28/2023 | 27,202(1)(2) | 1,980,305 | 28,817 | 2,097,878 | | Philip Schlom | 05/04/2021 | 3,115(1)(2) | 226,772 | — | — | | | 05/04/2021 | 3,038(5) | 221,166 | — | — | | | 05/09/2022 | 6,373(1)(2) | 463,954 | 2,525 | 183,820 | | | 04/28/2023 | 5,408(1)(2) | 393,702 | 5,729 | 417,071 | | Tara D. Mackey | 05/04/2021 | 3,171(1)(2) | 230,848 | — | — | | | 05/04/2021 | 3,092(5) | 225,098 | — | — | | | 05/09/2022 | 5,289(1)(2) | 385,039 | 1,994 | 145,163 | | | 04/28/2023 | 5,328(1)(2) | 387,878 | 5,644 | 410,883 | | Kurt Russell | 05/13/2022 | 30,466(1)(2) | 2,217,924 | — | — | | | 04/28/2023 | 5,959(1)(2) | 433,815 | 6,313 | 459,586 | | Bryan Stovall | 05/04/2021 | 5,266(1)(2) | 383,364 | — | — | | | 05/04/2021 | 2,442(5) | 177,778 | — | — | | | 05/09/2022 | 6,431(1)(2) | 468,177 | 2,548 | 185,494 | | | 04/28/2023 | 5,784(1)(2) | 421,075 | 6,127 | 446,046 |

  93. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) Represent RSU awards, which vest ratably over a three-year period from the grant date. (2) These amounts include dividend equivalents, accrued through February 29, 2024, 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 29, 2024, which was $72.80. (4) Amounts in this column represent PSUs granted on May 9, 2022 and April 28, 2023 as indicated, 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 29, 2024, that will vest if, and when the PSUs to which such dividend equivalents relate become vested. (5) These shares represent “Earned PSUs” under the 2014 Plan which were earned over a three-year performance period beginning on March 1, 2021 and ending on February 29, 2024 based on the Company’s TSR relative to its industry peer group over the performance cycle and include accrued dividend equivalents through February 29, 2024, that will vest if, and when the shares to which such dividend equivalents relate become vested. Earned PSUs vest on May 4, 2024 subject to the awardee continuing to be an employee through such vesting date. For additional information regarding these awards and the associated performance metric, see “Compensation Discussion & Analysis — FY2022 Performance Shares Earned in FY2024.”

  94. Outstanding Equity Awards at Fiscal Year-End 2024

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  95. Option Exercises and Stock Vested During Fiscal Year 2024

    Option Exercises and Stock Vested During Fiscal Year 2024 The following table provides information regarding the vesting of RSUs and PSUs by our NEOs during fiscal year 2024. The Company does not grant options or stock appreciation rights.

  96. Option Exercises and Stock Vested During Fiscal Year 2024

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Thomas E. Ferguson | 42,345(2) | 1,531,075(3) | | Philip Schlom | 7,387(4) | 266,572(5) | | Tara D. Mackey | 8,462(6) | 305,862(7) | | Kurt Russell | 15,122(8) | 539,855(9) | | Bryan Stovall | 7,781(10) | 280,859(11) |

  97. Option Exercises and Stock Vested During Fiscal Year 2024

    (1) 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. (2) This number includes: (i) 14,895 RSUs that vested on May 4, 2023 plus 585 accrued dividend equivalents; (ii) 7,966 RSUs that vested on May 9, 2023 plus 96 accrued dividend equivalents; and (iii) 17,941 target PSUs that vested on May 4, 2023 plus 862 accrued dividend equivalents based upon the achievement of a pre-established performance metric during the performance cycle. (3) The value realized upon the vesting of (i) 15,480 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2023 of $36.30; (ii) 8,062 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 9, 2023 of $35.55; and (iii) 18,803 PSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2023 of $36.30. (4) This number includes: (i) 2,373 RSUs that vested on May 4, 2023 plus 91 accrued dividend equivalents; (ii) 2,078 RSUs that vested on May 9, 2023 plus 25 dividend equivalents; and (ii) 2,691 target PSUs that vested on May 4, 2023 plus 129 accrued dividend equivalents based on the achievement of a pre-established performance metric during the performance cycle. (5) The value realized upon the vesting of (i) 2,464 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2023 of $36.30; (ii) 2,103 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 9, 2023 of $35.55; and (iii) 2,820 PSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2023 of $36.30. (6) This number includes: (i) 2,844 RSUs that vested on May 4, 2023 plus 113 accrued dividend equivalents; (ii) 1,725 RSUs that vested on May 9, 2023 plus 20 accrued dividend equivalents; and (iii) 3,588 target PSUs that vested on May 4, 2023 plus 172 accrued dividend equivalents based upon the achievement of a pre-established performance metric during the performance cycle. (7) The value realized upon the vesting of (i) 2,957 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2023 of $36.30; (ii) 1,745 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 9, 2023 of $35.55; and (iii) 3,760 PSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2023 of $36.30. (8) This number includes: 15,000 RSUs that vested on May 12, 2023 (the last trading day prior to the date of vesting) plus 122 accrued dividend equivalents. (9) The value realized upon the vesting of 15,122 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 12, 2023 of $35.70 (the last trading day prior to the date of vesting). (10) This number includes: (i) 3,034 RSUs that vested on May 4, 2023 plus 118 accrued dividend equivalents; (ii) 2,097 RSUs that vested on May 9, 2023 plus 25 accrued dividend equivalents; (iii); and 2,392 target PSUs that vested on May 4, 2023 plus 115 accrued dividend equivalents based upon the achievement of a pre-established performance metric during the performance cycle. (11) The value realized upon the vesting of (i) 3,152 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2023 of $36.30; (ii) 2,122 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 9, 2023 of $35.55; and (iii) 2,507 PSUs (including accrued dividend equivalents based on the closing price of our Common Stock on May 4, 2023 of $36.30.

  98. Potential Payments Upon Termination, Death, Disability or Change of Control

    Potential Payments Upon Termination, Death, Disability or Change of Control Employment and Change in Control Agreements. Messrs. Ferguson, Russell and Schlom, each have an employment agreement with AZZ, which are described above in the section titled “Employment Agreements.” The employment agreements of Messrs. Ferguson and Schom provide for severance pay and benefits upon a termination of employment not in connection with a change in control. Mr. Ferguson (but not Mr. Schlom or Mr. Russell) 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. Mr. Russell’s employment agreement provides that his severance pay, and benefits will be provided under the Company’s Executive Officer Severance Plan (effective October 11, 2021, as described in the above section titled “Severance Benefits” on page 60 of this Proxy Statement). Executive Severance Plan. Ms. Mackey and Messrs. Russell and Stovall are participants in the Executive Severance Plan that provides for severance pay and benefits to eligible executives upon a termination of employment by the Company without Cause or by the executive for Good Reason, whether the termination is or is not in connection with 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. Under the terms of the Executive Severance Plan, because the employment agreements of Messrs. Ferguson and Schlom provide severance pay and benefits for terminations of employment not in connection with a change in control, they are not eligible for the severance pay and benefits under the Executive Severance Plan upon their terminations not in connection with a change in control. Similarly, because Mr. Ferguson is party to a Change in Control Agreement with AZZ that provides him severance pay and benefits for terminations of employment in connection with a change in control, he is not eligible for the severance pay and benefits under the Executive Severance Plan upon his termination in connection with a change in control. No severance pay or benefits are provided under the Executive Severance Plan for a termination due to Cause, disability, death, or voluntary termination without Good Reason. 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).

  99. Potential Payments

    Potential Payments The following table reflects the amount of compensation to each NEO 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 with good reason, involuntary not-for-cause termination, for cause termination, and disability or death of the executive, effective as of February 29, 2024. The following calculations assume that each NEO had met the requirements under our incentive compensation plans and the executive was employed as of year-end to receive benefits related to fiscal year 2024, and thus include amounts earned through that time which are estimates of the amounts that 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 29, 2024, each executive had received all of the base salary earned during fiscal year 2024, and no portion of his or her base salary was unpaid at that date.

  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 | | Thomas Ferguson | | | | | | | | Severance | $— | $— | $3,115,068(6) | $— | $— | $2,811,366(7) | | Accelerated Vesting of RSUs(8) | $— | $— | $5,064,768 | $— | $— | $5,064,768 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $—(5) | $— | $— | $—(3) | | TOTAL | $— | $— | $8,179,836 | $— | $— | $7,876,134 (4) | | Philip Schlom | | | | | | | | Severance | $— | $— | $788,826(10) | $— | $— | $1,724,514(11) | | Accelerated Vesting of RSUs(8) | $— | $— | $1,084,428 | $— | $— | $1,084,428 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $—(5) | $— | $— | $53,589(3) | | TOTAL | $— | $— | $1,873,254 | $— | $— | $2,862,531 (4) | | Tara Mackey | | | | | | | | Severance | $— | $— | $1,243,161(12) | $— | $— | $1,574,671(11) | | Accelerated Vesting of RSUs(8) | $— | $— | $1,003,765 | $— | $— | $1,003,765 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $16,558(5) | $— | $— | $31,117(3) |

  101. 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 | | TOTAL | $— | $— | $2,263,484 | $— | $— | $2,609,553 (4) | | Kurt Russell | | | | | | | | Severance | $— | $— | $1,622,250(12) | $— | $— | $2,039,400(11) | | Accelerated Vesting of RSUs(8) | $— | $— | $2,651,739 | $— | $— | $2,651,739 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $25,168(5) | $— | $— | $43,362(3) | | TOTAL | $— | $— | $4,299,157 | $— | $— | $4,734,501 (4) | | Bryan Stovall | | | | | | | | Severance | $— | $— | $1,574,759(12) | $— | $— | $1,979,697(11) | | Accelerated Vesting of RSUs(8) | $— | $— | $1,272,616 | $— | $— | $1,272,616 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $10,078(5) | $— | $— | $17,673(3) | | TOTAL | $— | $— | $2,857,453 | $— | $— | $3,269,986 (4) |

  102. 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. Schlom, Mr. Russell 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. Schlom, Russell 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 29, 2024, and no increase in those amounts is known or assumed for future years. (4) Amounts payable to the NEOs may have to be reduced if (i) they are subject to an excise parachute excise tax under Code Section 4999, and (ii) reduction provides the NEOs with a larger after-tax amount than the full amount of severance pay and benefits. (5) 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. Stovall and Russell 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. Stovall and Russell 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 29, 2024, and no increase in those amounts is known or assumed for future years. (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 29, 2024, Mr. Ferguson would be eligible for an actual annual cash incentive of 131.1% 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 2024 may have varied due to timing of payments. Because the incentive bonus was earned as of February 29, 2024, 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 (i) it is subject to an excise parachute excise tax under Code Section 4999, and (ii) 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. Stovall’s and Russell’s RSUs, as well as Mr. Schlom’ s RSUs with such a termination in connection with a change in control, 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 of his RSU awards vest. The value of the

  103. Potential Payments

    | 76 | 2024 Proxy Statement |

  104. Potential Payments

    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 29, 2024, of $72.80. (9) 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. This has not been the Compensation Committee’s general practice, and it is assumed here that the Compensation Committee would not do so for Ms. Mackey or Messrs. Ferguson, Schlom, Stovall or Russell for such a termination whether or not in connection with a change in control. (10) This amount represents Mr. Schlom’s annual base salary for a period of 12 months and actual annual cash bonus. Assuming a termination date of February 29, 2024, Mr. Schlom would be eligible for an actual annual cash incentive of 125.1% of his fiscal year 2024 annual base salary, and 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 2024 may have varied due to timing of payments. Because the incentive bonus was earned as of February 29, 2024, Mr. Schlom would have been eligible to receive this amount whether or not he was terminated as that date. Severance benefits for Mr. Schlom for a termination unrelated to a change in control is set forth in his employment agreement. (11) 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 Ms. Mackey and Messrs. Schlom, Russell and Stovall, plus a prorated portion of their target annual cash bonuses for the full fiscal year. Mr. Schlom’s target bonus was 70% of base salary; Ms. Mackey’s target bonus was 60% of base salary; and each of Messrs. Russell’s and 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. Stovall and Russell, 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. Stovall’s and Russell’s base salary was used even though the actual amount paid to her/him in 2024 may have varied due to timing of payments. Ms. Mackey was eligible for a target annual cash bonus of 60% of her annual base salaries. Each of Messrs. Stovall and Russell was eligible for a target annual cash bonus of 80% of his annual base salary.

  105. 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:

  106. CEO Pay Ratio

    | Fiscal Year | Mr. Ferguson’s Total Compensation ($)(1) | Median Employee Total Compensation ($) | Pay Ratio of CEO Compensation to Median Employee | | 2024 | 4,380,976 | 49,698 | 88:1 |

  107. CEO Pay Ratio

    (1) The annual total compensation of Mr. Ferguson, as reported in the Summary Compensation Table presented on page 65 in this Proxy Statement. In accordance with Item 402(u) of Regulation S-K, because there has been no change in our employee population or employee compensation arrangements during our last completed fiscal year that we reasonably believe would result in a significant change to our pay ratio disclosure, we are permitted to utilize the same median employee that we identified in fiscal year 2023 to calculate our pay ratio for fiscal year 2024. Because our original median employee is no longer employed by AZZ, we are permitted to identify another employee whose compensation is substantially similar to the original median employee, as disclosed in our fiscal year 2023 proxy statement and as further described below. We identified our median employee in fiscal year 2023 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 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 65 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.

  108. CEO Pay Ratio

    | 78 | 2024 Proxy Statement |