DEF 14A of Azz Inc, May 27, 2025

DEF 14A of Azz Inc

Filed May 27, 2025 · FY20250001104659-25-052771

Open on EDGAR

  1. Director Nominees For Fiscal Year 2026

    Director Nominees For Fiscal Year 2026

  2. Director Nominees For Fiscal Year 2026

    | Name | Age | Director Since | Independent | Other Public Company Boards | Primary Occupation | | DANIEL E. BERCE | 71 | 2000 | | 1 | Former President and Chief Executive Officer, General Motors Financial Company | | DANIEL R. FEEHAN | 74 | 2000 | | 2 | Chairman of the Board, FirstCash, Inc. | | THOMAS E. FERGUSON | 68 | 2013 | — | — | President and Chief Executive Officer, AZZ Inc. | | CLIVE A. GRANNUM | 59 | 2021 | | — | President and Chief Executive Officer, North American Stainless, Inc. | | CAROL R. JACKSON | 53 | 2021 | | 1 | Former President, Chief Executive Officer and Chairman of the Board, HarbisonWalker International | | ED MCGOUGH | 64 | 2017 | | — | Senior Advisor, Alcon, Inc. | | STEVEN R. PURVIS | 60 | 2015 | | — | Former Principal, Luther King Capital Management |

  3. Key Statistics about our Director Nominees for Fiscal Year 2026

    Key Statistics about our Director Nominees for Fiscal Year 2026 Our Director Nominees have an effective mix of diversity and experience.

  4. Key Statistics about our Director Nominees for Fiscal Year 2026

    | 2 | 2025 Proxy Statement |

  5. Key Statistics about our Director Nominees for Fiscal Year 2026

    | HOW WE THINK ABOUT BOARD REFRESHMENT | Mandatory Retirement Age of 75 | Two of our highly qualified Directors have joined AZZ’s Board over the past four years. | For FY2025, the average tenure of our Director Nominees is 12.5 years. |

  6. Fiscal Year 2025 Executive Compensation Program Elements

    Fiscal Year 2025 Executive Compensation Program Elements

  7. Fiscal Year 2025 Executive Compensation Program Elements

    | 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 changes in the scope of responsibilities. | | | Annual Incentive Opportunity | Annual cash incentive targets for the achievement of specific annual financial operating results and a qualitative component relating to the execution of individual performance goals which were consistent with completing AZZ’s fiscal year 2025 strategic business objectives specifically tailored to each NEO’s specialized skill set and responsibilities. | | LONG-TERM INCENTIVES | Restricted Stock Units | Vest ratably over a three-year period. Can be settled in shares of AZZ Common Stock or cash. Dividend equivalents accrue with respect to dividends awarded during the vesting period and are not settled until the underlying equity award vests. | | | Performance Share Units | Three-year pre-determined financial performance metrics and can be settled in shares of AZZ Common Stock or cash. Dividend equivalents accrue during the vesting period and are not paid and settled until the underlying equity 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%). | | OTHER | Employment Agreements | Sets standard benefits for a limited number of officers and the CEO in the event of termination of employment from the Company. | | | Executive Officer Severance Plan | Sets standard benefit guidelines for executive officers in the event of termination 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 as defined in his Second Amended CEO Agreement, and other NEOs pursuant to the Executive Officer Severance Plan. | | | Other Benefits | Executive supplemental disability insurance, financial planning services and annual physical exam. |

  8. Fiscal Year 2025 Executive Compensation Program Elements

    | 6 | 2025 Proxy Statement |

  9. Fiscal Year 2025 Executive Compensation Program Elements

    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 fixed at six (6) independent members (as set forth below) and Thomas E. Ferguson, President and Chief Executive Officer of the Company. Our Nominating and Corporate Governance Committee has determined that our current Board of Directors’ composition of seven directors is effective from a governance perspective. Proxies cannot be voted for a greater number of nominees than the number of nominees named herein. Our Bylaws require that, in an uncontested election, each director will be elected by a majority of the votes cast. If a nominee in an uncontested election does not receive a majority of the votes cast, he or she is required to promptly tender a resignation to the Board of Directors that is subject to acceptance or rejection by the Board of Directors within ninety (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 2026 Annual Meeting of Shareholders. The full Board of Directors further approved these fiscal year 2026 nominations. We did not receive any shareholder nominations for directors for the 2025 Annual Meeting. All of the proposed fiscal year 2026 nominees currently serve as members of the Board of Directors with a term that expires at the 2026 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 2025 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 fiscal year 2026 nominees will not be able to serve, if elected. Detailed biographic information on each director nominee is provided below beginning on page 8 of this Proxy Statement.

  10. Fiscal Year 2025 Executive Compensation Program Elements

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

  11. Fiscal Year 2025 Executive Compensation Program Elements

    Nominees for Election of Directors:

  12. Fiscal Year 2025 Executive Compensation Program Elements

    | DANIEL E. BERCE | | | Age: 71 Director Since: 2000 Board Committees: • Audit Committee (Chair) • Compensation Committee | Professional Highlights Daniel E. Berce formerly served as President and Chief Executive Officer of General Motors Financial Company, Inc., a global provider of auto finance (formerly AmeriCredit Corp.) from its acquisition by General Motors Company in October 2010 until April 2025. 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 independent registered 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, and his accounting and financial expertise. |

  13. Fiscal Year 2025 Executive Compensation Program Elements

    | DANIEL R. FEEHAN | | | Age: 74 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 and a provider of retail point of sale payment solutions 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. |

  14. Fiscal Year 2025 Executive Compensation Program Elements

    | 8 | 2025 Proxy Statement |

  15. Fiscal Year 2025 Executive Compensation Program Elements

    | THOMAS E. FERGUSON | | | Age: 68 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. |

  16. Fiscal Year 2025 Executive Compensation Program Elements

    | CLIVE A. GRANNUM | | | Age: 59 Director Since: 2021 Board Committees: • Audit Committee • Compensation Committee | Professional Highlights Clive A. Grannum has served as the President and Chief Executive Officer of North American Stainless, Inc., the largest fully integrated stainless-steel producer in the U.S. and a leading provider of high-quality stainless steel and performance alloys since April 2025. • Prior to joining North American Stainless, Mr. Grannum served as President of Performance Materials for Materion Corporation, a leading advanced materials supplier, from 2018 to April 2025. • 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. 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. |

  17. Fiscal Year 2025 Executive Compensation Program Elements

    | CAROL R. JACKSON | | | Age: 53 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. |

  18. Fiscal Year 2025 Executive Compensation Program Elements

    | ED MCGOUGH | | | Age: 64 Director Since: 2017 Board Committees: • Compensation Committee (Chair) • Nominating and Corporate Governance Committee | Professional Highlights Ed McGough has served as a Senior Advisor at Alcon, Inc. (“Alcon”), since January 2025. He previously served as Senior Vice President of Global Manufacturing and Technical Operations from 2008 to 2025. 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 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; (ii) his experience integrating acquired medical device companies into Alcon which aligns well with our Company’s long term acquisition strategy; and (iii) executive level experience with global environmental sustainability strategy and execution. |

  19. Fiscal Year 2025 Executive Compensation Program Elements

    | 10 | 2025 Proxy Statement |

  20. Fiscal Year 2025 Executive Compensation Program Elements

    | STEVEN R. PURVIS | | | Age: 60 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. |

  21. 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.

  22. 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 | | | | | | | |

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

    | 12 | 2025 Proxy Statement |

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

    | HOW WE THINK ABOUT BOARD REFRESHMENT | Mandatory Retirement Age of 75 | Two of our highly qualified Directors joined AZZ’s Board over the past four years. | For FY2025, the Average tenure of our Director Nominees is 12.5 years. |

  25. Director Compensation

    Director Compensation

  26. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2025

    Fees Paid to Directors and Other Director Compensation in Fiscal Year 2025 AZZ compensates its 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 pay 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. AZZ intends to continue to compensate its non-employee directors in a way that is competitive, attracts and retains a high caliber of directors, and aligns their interests with the Company’s shareholders.

  27. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2025

    | 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, and directors are expected to attend all meetings. | | | 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 compensated for their additional time commitments and responsibilities. | | | 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. |

  28. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2025

    Set forth below is a summary of the various components of compensation for the non-employee directors for Board and Board committee service for fiscal year 2025. Mr. Ferguson, who served as an executive officer of the Company, did not receive any compensation for his service as a director. FY2025 Cash Compensation to our Directors. The table below shows cash compensation fees payable to the non-employee directors of the Company for fiscal year 2025:

  29. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2025

    | Service | Fee Amount | | Annual Retainer for Board Service | $75,000 | | Annual Retainer for Board Chair Service | $99,000 | | Annual Audit Committee Chair Retainer | $24,000 | | Annual Audit Committee Member Retainer | $10,000 | | Annual Compensation Committee Chair Retainer | $16,250 | | Annual Compensation Committee Member Retainer | $5,000 | | Annual Nominating and Corporate Governance Committee Chair Retainer | $13,750 | | Annual Nominating and Corporate Governance Committee Member Retainer | $5,000 |

  30. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2025

    The annual retainers described above are paid quarterly at the end of each fiscal quarter of the Company. All members of the Board of Directors are reimbursed for reasonable travel costs and expenses incurred in connection with attending Board and Board committee meetings. Equity-Based Compensation. In addition to the cash compensation for fiscal year 2025 described above, on July 9, 2024, each non-employee director also received an equity award of AZZ Common Stock under the Company’s 2023 Long Term Incentive Plan (the “2023 Plan”) having a $125,000 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 from $115,000 to $125,000 effective as of March 1, 2024.

  31. Fees Paid to Directors and Other Director Compensation in Fiscal Year 2025

    | 32 | 2025 Proxy Statement |

  32. 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 2025.

  33. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total Compensation | | Daniel E. Berce | $114,000 | $124,933 | $238,933 | | Daniel R. Feehan | $184,000 | $124,933 | $308,933 | | Clive A. Grannum | $90,000 | $124,933 | $214,933 | | Carol R. Jackson | $98,750 | $124,933 | $223,683 | | Ed McGough | $101,250 | $124,933 | $226,183 | | Steven R. Purvis | $90,000 | $124,933 | $214,933 |

  34. DIRECTOR COMPENSATION

    (1) Eligible directors received an annual equity grant of AZZ Common Stock having a fair market value of $125,000 on the grant date, which was the day of the annual meeting of shareholders, held on July 9, 2024. The equity values in this column for the fiscal year ended February 28, 2025 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 2023 Plan. Assumptions used in the calculation of this amount are included in Note 17 to the Company’s audited financial statements for the fiscal year ended February 28, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 21, 2025.

  35. Highlights for Fiscal Year 2025

    | 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 an ESG focus; and | | ensure the new aluminum coil coating facility reaches full production capacity within its inaugural year. |

  36. 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 2021 through 2025 in comparison with the Company’s stock performance. For additional detail see also the section below titled “Performance-Based Incentive Compensation”. | |

  37. 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 2025 is provided in the Summary Compensation Table provided on page 61. In reviewing the fiscal year 2025 base salaries, the Compensation Committee approved annual base salary adjustments ranging from 3% to 4% for our NEOs for performance on the execution of several business initiatives including reducing debt, redeeming the Series A Convertible Preferred Stock, optimizing working capital and completing the construction of the Company’s new greenfield site in Washington, Missouri. For fiscal year 2025, 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 period and return on invested capital (“ROIC”) for performance share units granted in fiscal year 2025. 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 and measures how effectively we generate returns on invested capital. The charts below show the elements of compensation that comprise the mix of total direct compensation for Mr. Ferguson and the average mix of total direct compensation for the other active NEOs. The charts illustrate that approximately 82% of Mr. Ferguson’s total direct compensation and 68% 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, one-time cash or equity bonuses, retirement and other benefits.

  38. Fiscal Year 2025 Total Direct Compensation Mix

    All of our active 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 2025, 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 2025, the three-year performance period for the PSUs that were granted to our NEOs on May 9, 2022 (the “FY2023 PSUs”), concluded. The payout on the FY2023 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 period, giving effect to any dividends paid during such period. TSR is defined as: If the Company’s TSR for the three-year performance period ranked within the top quartile relative to the Company’s executive compensation peer group, then the FY2023 PSU target awards would be increased by an additional 25%, up to a maximum payout of 200% of the target award.

  39. Fiscal Year 2025 Total Direct Compensation Mix

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

  40. Fiscal Year 2025 Total Direct Compensation Mix

    • Maximum Payout =200% • Minimum Payout = 0% • If a peer company is no longer publicly traded at the end of a three-year performance period, it will be excluded from the industry peer group used to calculate performance and determine payout under the plan. Percentage target units awarded will be interpolated for percentiles not shown between the threshold and maximum. The Company’s TSR relative to its industry peer group, ranked 5th out of 13 companies (including AZZ), or at the 67th percentile, which resulted in a payout of 134% of the original FY2023 PSU target award. The Company’s TSR industry peer group for FY2023 PSUs consisted of the following 12 companies:

  41. Fiscal Year 2025 Total Direct Compensation Mix

    At the time the FY2023 Performance Share Units (PSUs) were granted to the NEOs on May 9, 2022, Altra Industrial Motion Corp., Encore Wire Corporation, and Haynes International, Inc. were included in AZZ’s industry peer group. However, during fiscal year 2025, each of these companies was acquired and is no longer publicly traded. As a result, they were excluded from the Company’s industry peer group used to determine the final payout for the FY2023 PSUs. The target FY2023 PSU awards and actual shares earned are summarized in the table below:

  42. FY2023 Performance Shares Earned in FY2025

    FY2023 Performance Shares Earned in FY2025

  43. FY2023 Performance Shares Earned in FY2025

    | Name | Grant Date Target Value | Target # of PSUs Granted at Target | Payout Total # of Shares Earned(1) | Market Value(2) | | Thomas E. Ferguson | $940,256 | 19,916 | 27,627 | $2,655,231 | | Jason Crawford(3) | $— | — | — | $— | | Tara D. Mackey | $166,146 | 3,519 | 4,881 | $469,113 | | Kurt Russell | $— | — | — | $— | | Bryan Stovall | $212,231 | 4.495 | 6,235 | $599,246 | | Philip Schlom | $210,306 | 4,454 | 6,178 | $593,768 | | Tiffany Moseley(3) | $— | — | — | $— |

  44. FY2023 Performance Shares Earned in FY2025

    (1) The total number of shares earned include dividend equivalents accrued during the FY2023 PSU performance period (March 1, 2022 – February 28, 2025), which consisted of 939 for Mr. Ferguson; 210 for Mr. Schlom; 166 for Ms. Mackey; and 212 for Mr. Stovall. (2) This amount represents the market value of the FY2023 PSUs at the conclusion of their performance period, on February 28, 2025, which was based upon the closing price of AZZ common stock of $96.11. (3) Messrs. Crawford and Russell and Ms. Moseley did not receive FY2023 PSU awards, as they were not employees of the Company at the time of those grants.

  45. 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 pay elements and mix. |

  46. Compensation Philosophy and Objectives

    | 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 any other key level employee engages in serious misconduct. | | Our executive compensation program is designed to attract and retain high performance executive talent and drive long-term shareholder value. | | 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 pre-determined financial performance metrics over a three-year performance period. | | We grant equity awards with “double-trigger” vesting upon a change in control. |

  47. 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. |

  48. 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 reviews and approves all compensation decisions for the executive management team, including annual base salaries, short-term cash incentive metrics and annual equity award grants. The Chief Executive Officer provides the Compensation Committee with an annual performance evaluation for each executive management team member 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, total compensation targets, and the total compensation target levels for 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 engagement. 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 2025. 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 2025, 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.

  49. Executive Compensation Industry Peer Group

    Executive Compensation Industry Peer Group

  50. Peer Group Benchmarking for Executive Compensation

    Peer Group Benchmarking for Executive Compensation In making compensation decisions, the Compensation Committee evaluates each element of the Company’s total compensation program relative to a group of comparable, publicly traded companies. This industry peer group of companies is used to benchmark executive compensation and is reviewed annually by the Compensation Committee, in consultation with its independent compensation advisor, Meridian. The selected industry peer group of companies represent those with which the Company competes for executive talent, business opportunities and for shareholder investment. During fiscal year 2024, following a comprehensive annual review and based upon recommendations by Meridian, the Compensation Committee updated the Company’s industry peer group to better reflect the Company’s strategic transformation. This included the Company’s acquisition of the Precoat Metals segment and the divestiture of its Infrastructure Solutions segment during fiscal year 2023. These changes marked the Company’s transition from a diverse holding company to a focused provider of metal coatings solutions. For fiscal year 2025, the Compensation Committee, again in consultation with Meridian, determined that the existing peer group identified in fiscal year 2024 remained appropriate. As such, no changes were made to the industry peer group in fiscal year 2025. The Committee believes the current industry peer group is well aligned with the Company’s annual revenues, market capitalization and the industries in which it conducts business, The Company’s FY2025 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 $1.61 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, operational complexity and the markets in which AZZ currently competes for business and talent. The Company’s fiscal year 2025 industry peer group included the following companies:

  51. Peer Group Benchmarking for Executive Compensation

    | • Apogee Enterprises, Inc.. | • Insteel Industries, Inc. | | • Arcosa, Inc. | • Kaiser Aluminum Corporation | | • Barnes Group Inc.(1) | • Materion Corporation | | • Carpenter Technology Corporation | • PGT Innovations, Inc.(1) | | • 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 | |

  52. Peer Group Benchmarking for Executive Compensation

    (1) During FY2025, Barnes Group Inc. and PGT Innovations, Inc. were acquired and are no longer publicly traded, and as a result, they will no longer be included in the Company’s industry peer group going forward. Although the Compensation Committee considers the compensation practices of the Company’s industry peer group noted above in determining the overall compensation of the Company’s executive officers, including the NEOs, the Compensation Committee does not set target compensation at specific market percentiles. Subject to the discretion of the Compensation Committee, the base salaries, short-term incentive compensation targets and long-term incentive compensation targets for the Company’s executive officers 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:

  53. Peer Group Benchmarking for Executive Compensation

    | • 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. |

  54. Peer Group Benchmarking for Executive Compensation

    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.,

  55. Peer Group Benchmarking for Executive Compensation

    | 44 | 2025 Proxy Statement |

  56. Peer Group Benchmarking for Executive Compensation

    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. 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 above in determining executive compensation.

  57. Employment Agreements

    Employment Agreements

  58. 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.”

  59. Mr. Schlom

    Mr. Schlom On March 26, 2024, Mr. Schlom notified the Company of his decision to retire from his role as Senior Vice President and Chief Financial Officer, with his retirement to be effective November 4, 2024. Mr. Schlom had entered into an employment agreement with the Company on November 4, 2020, with an initial term of three years, which expired on November 4, 2023, and was subject to automatic one-year extensions unless either the Company or Mr. Schlom provided written notice of non-renewal at least 120 days prior to the extension date. Following his notification on March 26, 2024, Mr. Schlom agreed to complete the remaining term of his employment agreement and continue with the Company in a consulting capacity to facilitate the smooth transition of his duties to Mr. Crawford, the incoming Chief Financial Officer, effective June 3, 2024. Mr. Schlom’s retirement from the Company was effective on November 4, 2024. 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, Russell, 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, , 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.”) 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.”

  60. Fiscal Year 2025 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 changes in the 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 were consistent with completing AZZ’s fiscal year 2025 strategic business objectives specifically tailored to each NEO’s specialized skill set. |

  61. Fiscal Year 2025 Executive Compensation Components

    | Category | Compensation Element | Description | | LONG-TERM INCENTIVES | Restricted Stock Units | Vest ratably over a three-year period. Can be settled in shares of AZZ Common Stock or cash. Dividend equivalents accrue with respect to dividends awarded during the vesting period and are not paid and settled until the underlying equity award vests. | | | Performance Share Units | Three-year pre-determined financial performance metrics settled in shares of AZZ Common Stock or cash. Dividend equivalents accrue during the vesting period and are not paid and settled until the underlying equity 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%). | | OTHER | Employment Agreements | Sets standard benefits for a limited number of officers and the CEO in the event of termination of employment from the Company. | | | Executive Officer Severance Plan | Sets standard benefits for executive officers in the event of a termination 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 as defined in his Second Amended CEO Agreement, and other NEOs pursuant to the Executive Officer Severance Plan. | | | Other Benefits | Executive supplemental disability insurance, financial planning services and annual physical exam. |

  62. Fiscal Year 2025 Executive Compensation Components

    (1) Mr. Crawford and Ms. Moseley were not NEOs during fiscal year 2024. (2) The base salaries for Mr. Schlom and Ms. Moseley were pro-rated pursuant to their date of departure from the Company on November 4, 2024 and July 25, 2024, respectively. 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 2023 Plan, for the NEOs for fiscal year 2025, the Compensation Committee utilized qualitative factors to evaluate their performances and recognize their contributions and leadership during fiscal year 2025. In particular, the Compensation Committee considered each officer’s contributions to achieving the following: (i) the ability of the executive officers to effectively execute on their respective operating budgets and various business segment and corporate function goals for the year; (ii) completing several corporate and operational excellence initiatives, including paying down debt, improving net working capital, and refinancing the Company’s debt facilities; (iii) reducing inventories; (iv) effectively integrating the Precoat Metals business segment operations and internal controls into the Company’s public company discipline and practices; and (v) completing the construction of the new greenfield site in Washington, Missouri on schedule and within budget . 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 fiscal year 2025 industry peer group discussed above. In assessing the active NEO’s performance evaluation, the Compensation Committee considered and acknowledged the following individual performance achievements for fiscal year 2025:

  63. 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 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 2025, 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 2025 is set forth in the following table:

  64. STI Plan Minimum Thresholds for Payout

    STI Plan Minimum Thresholds for Payout For fiscal year 2025, the Compensation Committee, with input from Meridian (the Compensation Committee’s consultant), continued its review of best practices for short-term cash incentive threshold benchmarking. Based on this analysis and the Company’s historical performance metrics, the Committee maintained the decision to keep the higher minimum performance threshold and lower maximum payout threshold established in fiscal year 2024. For fiscal year 2024, the Company’s STI Plan had increased the minimum threshold from 51% to 81% of the performance metric target, with a maximum payout of 200% for achieving at least 120% of the target. These thresholds remained in place for fiscal year 2025, 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:

  65. STI Plan Minimum Thresholds for Payout

    | % of Performance Target Achievement | % of Target Bonus Opportunity Earned | | <81 | 0% | | 100 | 100% | | 120 | 200% |

  66. STI Plan Minimum Thresholds for Payout

    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 $15,000.

  67. STI Plan Minimum Thresholds for Payout

    | 50 | 2025 Proxy Statement |

  68. Fiscal Year 2025 STI Plan Performance Metrics

    Fiscal Year 2025 STI Plan Performance Metrics Our STI Plan performance metrics are designed to drive shareholder value creation. For fiscal year 2025, the Compensation Committee assigned quantitative and qualitative performance goals for the year that related to the following: (i) the ability of the executive officers to effectively execute on their respective operating budgets and various business segment goals for the year; (ii) completing several corporate and operational excellence initiatives including paying down a significant amount of debt,(iii) improving net working capital, (iv) repricing all of the Company’s debt financing facilities; (v) reducing inventories; and (vi) effectively integrating the Precoat Metals business segment operations and internal controls into the Company’s public company internal control practices. Levels for adjusted earnings per share; cash flow; business segment earnings before interest, taxes, depreciation and amortization (“EBITDA”); and business segment cash flow from operations 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 individual performance metrics that are consistent with AZZ’s business objectives and core values. The chart below shows the STI performance metrics assigned to each NEO, the weight assigned to each metric, and the actual percentage of target performance achieved for fiscal year 2025:

  69. Fiscal Year 2025 STI Plan Performance Metrics

    | Named Executive Officer | Weight | Performance Measure | FY2025 Target Performance Goal | FY2025 Achieved Performance | % of Target Performance Achieved | | Mr. Ferguson | 60% | Adjusted Earnings Per Share (“Adjusted EPS”)(1) | $4.50 | $5.20 | 115.6% | | | 25% | FY2025 Cash Flow(2) | $206,710,000 | $249,909,000 | 120.9% | | | 15% | Qualitative(3) | | | 140.0% | | Mr. Crawford | 60% | Adjusted EPS(1) | $4.50 | $5.20 | 115.6% | | | 25% | FY2025 Cash Flow(2) | $206,710,000 | $249,909,000 | 120.9% | | | 15% | Qualitative(3) | | | 125.0% | | Ms. Mackey | 60% | Adjusted EPS(1) | $4.50 | $5.20 | 115.6% | | | 25% | FY2025 Cash Flow(2) | $206,710,000 | $249,909,000 | 120.9% | | | 15% | Qualitative(3) | | | 140.0% | | Mr. Russell | 20% | Adjusted EPS(1) | $4.50 | $5.20 | 115.6% | | | 15% | FY2025 Cash Flow(2) | $206,710,000 | $249,909,000 | 120.9% | | | 25% | Precoat Metals Segment EBITDA(4) | $166,862,000 | $179,023,000 | 107.3% | | | 25% | Precoat Metals Segment Cash Flow(5) | $84,400,000 | $86,560,000 | 103.1% | | | 15% | Qualitative(3) | | | 103.1% | | Mr. Stovall | 20% | Adjusted EPS(1) | $4.50 | $5.20 | 115.6% | | | 15% | FY2025 Cash Flow(2) | $206,710,000 | $249,909,000 | 120.9% | | | 25% | Metal Coatings Segment EBITDA(4) | $196,520,000 | $205,362,000 | 104.5% | | | 25% | Metal Coatings Segment Cash Flow(5) | $172,200,000 | $176,770,000 | 102.6% | | | 15% | Qualitative(3) | | | 125.0% | | Mr. Schlom | 60% | Adjusted EPS(1) | $4.50 | $5.20 | 115.6% | | | 25% | FY2025 Cash Flow(2) | $206,710,000 | $249,909,000 | 120.9% | | | 15% | Qualitative(3) | | | 100.0% | | Ms. Moseley(6) | 60% | Adjusted EPS(1) | $4.50 | $5.20 | 115.6% | | | 25% | FY2025 Cash Flow(2) | $206,700,000 | $249,909,000 | 120.9% | | | 15% | Qualitative(3) | | | —% |

  70. Fiscal Year 2025 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. (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 140% 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 2025. (4) Segment EBITDA is calculated as earnings excluding depreciation, amortization, interest, and provision for income taxes. (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. (6) Ms. Moseley received 100% of her target annual cash incentive pursuant to the Company’s Executive Officer Severance Plan, which was pro-rated from March 1, 2024 through July 25, 2024, her date of termination from the Company. 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. The 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 2025 are reported in the column titled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table of this Proxy Statement on page 61 and also detailed in the following table:

  71. Fiscal Year 2025 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% | 177.8% | 968,464 | 1,713,571 | | Jason Crawford | 70% | 175.6% | 315,000 | 542,767 | | Tara D. Mackey | 60% | 177.8% | 258,577 | 456,804 | | Kurt Russell | 80% | 146.4% | 381,924 | 555,583 | | Bryan Stovall | 80% | 143.4% | 381,541 | 537,667 | | Philip Schlom | 70% | 171.6% | 304,734 | 354,872(2) | | Tiffany Moseley(3) | 60% | 100% | 210,120 | 83,794 |

  72. Fiscal Year 2025 STI Plan Performance Metrics

    (1) Actual payout is based upon actual base salary amount for FY2025 multiplied by the actual payout percentage. Actual base salaries earned by each NEO during FY2025 may be found on page 47 of this Proxy Statement. (2) The value reflected represents the pro-rata portion of Mr. Schlom’s FY2025 annual cash bonus from March 1, 2024 through November 4, 2024, paid to Mr. Schlom on April 24, 2025. (3) Ms. Moseley was paid 100% of her annual cash incentive target for FY2025. The value reflected represents the pro-rata portion from March 1, 2024 through July 25, 2024, her date of termination from the Company.

  73. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term equity awards are 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 2025, were made under the Company’s 2023 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 Company’s 2023 Plan was approved by our shareholders on July 11, 2023, and succeeded the 2014 Plan. As of the date of such approval of the 2023 Plan, no further grants were permitted to 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 members of the management that are being trained and developed for future succession planning purposes; • maintain competitive levels of total compensation with the Company’s industry peer group to attract and retain talent; 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 2025, the executive compensation program included long-term equity awards with target values based upon a percentage of each NEO’s base salary. These awards were granted under the Company’s 2023 Plan and consisted of 50% restricted stock units (“RSUs”) and 50% performance stock units (“PSUs”). Both the RSUs and the PSUs accrue dividend equivalents during the applicable vesting or performance period. These dividend equivalents are not payable unless and until the underlying award vests. Upon vesting, dividend equivalents are paid in either cash or shares of AZZ Common Stock, at the discretion of the Compensation Committee. Recipients have no rights to dividend equivalents unless and until the underlying awards vest.

  74. Long-Term Incentive Compensation

    | 52 | 2025 Proxy Statement |

  75. Fiscal Year 2025 Restricted Share Units

    Fiscal Year 2025 Restricted Share Units On April 25, 2024, the Compensation Committee approved an aggregate award pool of 68,642 RSUs and 45,338 PSUs to be granted to certain executive officers under the Company’s 2023 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 from the grant date which may be settled in shares of AZZ Common Stock or cash. The PSUs awarded during FY2025 cliff vest at the end of a three-year performance period and the amount achieved will be based upon the Company’s TSR performance relative to the Company’s industry peer group’s TSR over the three-year performance period and on the Company’s achievement of the pre-determined adjusted return on invested capital (“ROIC”) performance metric over the same three-year performance period. Annual RSU target award levels are determined based on market data and consultation 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’s public disclosure of its financial results for the 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:

  76. Fiscal Year 2025 Restricted Share Units

    | | 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 provided by Meridian. | | |

  77. Fiscal Year 2025 Restricted Share Units

    No particular weighting was assigned to the factors described above in the determination of the total target value for fiscal year 2025. 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 number of shares to be awarded to each NEO is determined 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. The number and value of RSUs and PSUs granted to each NEO in fiscal year 2025 is reported in the “Grants of Plan Based Awards” table on page 63 of this Proxy Statement.

  78. Fiscal Year 2025 Performance Share Units

    Fiscal Year 2025 Performance Share Units The PSUs granted to our NEOs in fiscal year 2025 (the FY2025 PSUs”) are tied to two key performance metrics: TSR and adjusted return on invested capital (“ROIC”). The PSU performance metrics are weighted 50% on our Company’s TSR stock performance relative to each one of our industry peer group’s TSR, and 50% based on achieving our ROIC target for the performance period, which measures how effectively we generate returns on invested capital. This balanced approach ensures that both shareholder value creation and efficient capital management are equally prioritized. The Compensation Committee determined that incorporating both relative TSR and ROIC better aligns with the performance metrics commonly used by the Company’s industry peer group. The payout percentage of the FY2025 PSUs will be calculated for each of these performance metrics and then averaged to determine the total PSU vesting percentage for each of the Company’s NEOs, For fiscal year 2025, each performance metric will be evaluated over a three-year performance period (March 1, 2024 to February 28, 2027), and will vest and become payable, if at all, on the third anniversary of the grant date, with payments to be settled in shares of the Company’s Common Stock. Payments under the FY2025 PSUs will be calculated based on the following:

  79. Total Shareholder Return (TSR)

    Total Shareholder Return (TSR) The Company’s TSR relative to the TSR of its industry peer group companies is measured at the end of the three-year performance period. The Company’s industry peer group is described in detail beginning on page 44 of this Proxy Statement. The TSR performance metric is defined below. The Company’s industry peer group companies and AZZ’s TSR will be ranked according to their performance at the end of the three-year performance period. AZZ’s percentile ranking will be calculated as follows: Award recipients will not be entitled to receive any payment under the FY2025 PSUs unless AZZ’s TSR performance ranks in the 25th percentile or higher as compared to its industry peer group for the relative performance period. Within these constraints, payments under the FY2025 PSUs will be determined as follows:

  80. Total Shareholder Return (TSR)

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

  81. Total Shareholder Return (TSR)

    Note: The percentage of target award payout earned under the FY2025 PSUs will be interpolated for performance percentiles that fall between the threshold and maximum percentages shown above. The FY2025 PSU target awards, which vest at the end of the three-year performance period ending February 28, 2027, have potential payouts ranging from 0% to 200% of the target awards, based on the Company’s relative TSR ranking. Upon completion of the performance period, the Compensation Committee will assess the Company’s TSR performance using its audited financial statements and compare it to the TSR of each of the Company’s industry peer group companies over the same period.

  82. Actual ROIC --------------------- Target ROIC

    Actual ROIC --------------------- Target ROIC For FY2025, the Compensation Committee has set a target ROIC goal of 10.5%. Award recipients will not be entitled to any payout under the FY2025 PSUs unless the Company’s ROIC performance achieves at least 76% of the pre-set target. Payouts under the FY2025 PSUs based on ROIC performance will be determined as follows:

  83. Actual ROIC --------------------- Target ROIC

    | Adjusted ROIC % Target Achieved | % of Target Award Payout | | <76% | 0% | | 76% | 4% | | 100% | 100% | | 125% | 200% |

  84. Final Payout Determination of the FY2025 PSUs

    Final Payout Determination of the FY2025 PSUs The final payout percentage for each of the Company’s NEOs will be determined by calculating the payout percentage for each performance metric (TSR and ROIC) and averaging the two results to establish the total PSU vesting percentage for the FY2025 awards. The following table sets forth the number of target award RSUs and PSUs granted to each NEO in fiscal year 2025. 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 24, 2024), which was $77.20, to determine the actual number of target shares to be awarded.

  85. Final Payout Determination of the FY2025 PSUs

    | Name | % of Base Salary | TOTAL RSU Grant Value(1) | Number of RSUs | Total PSU Grant Value(1) | Number of PSUs at Target | | Thomas Ferguson | 275(2) | $1,331,546 | 17,248 | $1,331,546 | 17,248 | | Jason Crawford | 100 | $224,961 | 2,914 | $224,961 | 2,914 | | Tara D. Mackey | 100(2) | $215,465 | 2,791 | $215,465 | 2,791 | | Kurt Russell | 100 | $238,625 | 3,091 | $238,625 | 3,091 | | Bryan Stovall | 100 | $238,394 | 3,088 | $238,394 | 3,088 | | Philip Schlom | 100 | $217,627 | 2,819 | $217,627 | 2,819 | | Tiffany Moseley | 75 | $131,317 | 1,701 | $131,317 | 1,701 |

  86. Final Payout Determination of the FY2025 PSUs

    (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 from 225% to 275% to align him with the market median as recommended by Meridian.

  87. Equity Award Grant Practices

    Equity Award Grant Practices The Compensation Committee reviews and approves annual equity-based awards to the Company’s CEO and to executive officers who are direct reports to the CEO in the first fiscal quarter of each year (around the time of their annual performance reviews). In accordance with the Company’s shareholder approved 2023 Plan, the Compensation Committee has delegated specific authority to the CEO to approve grants (within specified limits) to non-executive officers and other eligible employees for annual performance results achieved above and beyond their normal job responsibilities and for retention needs. The Company may make equity awards at other times during the year for new hires or for other reasons, such as a job promotion or as a result of an acquisition. The Compensation Committee reviews equity grants made pursuant to the CEO’s delegated authority, if any, on an annual basis. We schedule regular Board and Committee meetings at least a year in advance and, as noted above, make annual equity awards to our NEOs at around the same time every year after the trading window opens following the issuance of the Company’s financial results for each fiscal year.

  88. 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 Officer Severance Plan”), effective October 8, 2021, which is supplemental to the AZZ Inc. Severance Plan which provides severance pay and benefits under certain circumstances to all eligible active, full-time employees of the Company and its U.S. subsidiaries, and excludes the Company’s executive officers. The Executive Officer Severance Plan applies to all executive officers except for certain NEOs that have employment agreements which sets forth their respective severance benefits therein. The Executive Officer 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 Officer 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.

  89. Looking Ahead — Fiscal Year 2026 Executive Retiree LTI Program

    Looking Ahead — Fiscal Year 2026 Executive Retiree LTI Program Effective April 18, 2025, the Compensation Committee adopted the Executive Retiree LTI Program (the “ERP”) to continue the vesting of annual equity awards to certain executive officers and other senior members of the management team as designated by the Compensation Committee, including the Company’s named executive officers (a “Covered Executive” or collectively, the “Covered Executives”), upon

  90. Looking Ahead — Fiscal Year 2026 Executive Retiree LTI Program

    | 56 | 2025 Proxy Statement |

  91. Looking Ahead — Fiscal Year 2026 Executive Retiree LTI Program

    qualified Retirement (as such term is defined in the Company’s 2023 Plan). The ERP is applicable to both annual RSU awards and annual PSU awards granted to the Covered Executives pursuant to newly adopted RSU Award Agreements and PSU Award Agreements for the Covered Executives (collectively, the “Award Agreements”) containing such provisions for the fiscal year 2026 long-term incentive equity awards. To be eligible for continued vesting of these annual equity awards upon a qualified Retirement, the ERP requires that Covered Executives: (i) be at least 65 years of age or 55 years of age and have at least 10 years of service with AZZ; (ii) not receive any severance payments or be subject to any severance or employment agreements containing other retirement provisions; (iii) provide sufficient advance notice of their intent to retire prior to the planned retirement date; (iv) ensure adequate succession or continuity planning is in place for such Covered Executive’s position; (v) be compliant with AZZ’s executive stock ownership requirements on their respective retirement date; and (vi) execute and deliver a waiver and release agreement. Additionally, a period of one year must have elapsed between the grant date of the applicable awards and the Covered Executive’s retirement date. The ERP also provides that fiscal year 2023, fiscal year 2024 and fiscal year 2025 RSU and PSU award agreements will be amended for the Covered Executives to allow vesting subsequent to a qualified Retirement at the Compensation Committee’s discretion.

  92. 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.

  93. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by the NEOs for the fiscal year ended February 28, 2025 and the two prior fiscal years, if applicable to the individual.

  94. 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 | 2025 | 963,763 | — | 2,681,979 | — | 1,713,571 | — | 47,956 | 5,407,269 | | | 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 | | Jason Crawford Senior Vice President & Chief Financial Officer | 2025 | 441,561 | — | 753,107 | — | 542,767 | — | 208,088 | 1,945,523 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Tara D. Mackey Chief Legal Officer & Secretary | 2025 | 428,200 | — | 433,987 | — | 456,804 | — | 3,406 | 1,322,397 | | | 2024 | 410,478 | — | 425,482 | — | 322,783 | — | 13,665 | 1,172,408 | | | 2023 | 387,828 | — | 421,986 | — | 289,708 | — | 13,378 | 1,112,900 | | Kurt Russell Chief Operating Officer – Precoat Metals | 2025 | 474,371 | — | 480,635 | — | 555,583 | — | 14,776 | 1,525,335 | | | 2024 | 478,731 | — | 475,894 | — | 515,857 | — | 3,565 | 1,474,047 | | | 2023 | — | — | — | — | — | — | — | — | | Bryan Stovall Chief Operating Officer – Metal Coatings | 2025 | 468,678 | 425,000(4) | 1,980,140 | — | 537,667 | — | 21,431 | 3,432,916 | | | 2024 | 445,686 | — | 461,940 | — | 531,953 | — | 14,126 | 1,453,705 | | | 2023 | 418,032 | — | 524,800 | — | 550.130 | — | 14,424 | 1,507,386 | | Philip Schlom Former Senior Vice President & Chief Financial Officer | 2025 | 291,067 | — | 438,341 | — | 354,872 | — | 1,564,647(5) | 2,648,927 | | | 2024 | 420,612 | — | 431,853 | — | 368,213 | — | 19,341 | 1,240,020 | | | 2023 | 411,469 | — | 520,031 | — | 315,391 | — | 17,519 | 1,264,410 | | Tiffany Moseley Former Vice President & Accounting Officer | 2025 | 138,550 | — | — | — | — | — | 1,958,214(6) | 2,096,764 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — |

  95. 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. Stock awards in fiscal year 2025 included time-vested RSUs and PSUs that included relative TSR and adjusted ROIC components. The fair value of the relative TSR component 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%. The PSU performance components are averaged to determine the total PSU vesting percentage. For more information on the calculations used to determine stock-based compensation, please see Note 17 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025, filed with the SEC on April 21, 2025. (2) The amounts in this column for fiscal year 2025 reflect the cash awards earned and paid out under the Company’s STI Plan for performance in fiscal year 2025 discussed above under “Fiscal Year 2025 STI Plan Performance Metrics.” (3) All other compensation consists of the perquisites and other components as described in the table below titled “Fiscal Year 2025 All Other Compensation” on a per executive basis for fiscal year 2025. (4) On July 15, 2024, Mr. Stovall entered into an employment agreement with the Company, and in connection therewith, he received a one-time signing cash payment of $425,000. This signing cash payment was provided to Mr. Stovall to ensure he continued to lead the Company’s Metal Coatings segment. (5) This number includes Mr. Schlom’s accrued vacation in the amount of $50,232 and $666,440 related to the accelerated vesting of 8,468 RSUs and 139 dividend equivalents, which were settled in shares of AZZ Common Stock as discussed below under the section title “Potential Payments” on page 75 of this Proxy Statement. (6) This number includes Ms. Moseley’s accrued vacation in the amount of $14,840 and $882,023 related to the accelerated vesting of 11,017 RSUs and 100 dividend equivalents, which were settled in shares of AZZ Common Stock as discussed below under the section title “Potential Payments” on page 76 of this Proxy Statement.

  96. Summary Compensation Table

    | | Fiscal Year 2025 All Other Compensation | | | | | | | | | Name | Financial Planning Services ($) | Insurance Benefits ($)(1) | Club Dues ($) | Physical Exams ($) | Company Contributions Under 401(K) Plan ($) | Relocation Services ($) | All Other Perquisites ($) | Total ($) | | Thomas E. Ferguson | 17,595 | 17,088 | — | 1,600 | 11,673 | — | — | 47,956 | | Jason Crawford | — | 3,478 | — | — | 42,801(2) | 161,809(3) | — | 208,088 | | Tara D. Mackey | — | 3,406 | — | — | — | — | — | 3,406 | | Kurt Russell | — | 4,541 | — | — | 10,235 | — | — | 14,776 | | Bryan Stovall | — | 8,700 | — | — | 12,731 | — | — | 21,431 | | Philip Schlom | — | 7,250 | 6,159 | — | 10,673 | — | 1,540,565(4) | 1,564,647 | | Tiffany Moseley | — | 1,357 | — | 1,600 | 6,410 | 130,865(5) | 1,817,982(6) | 1,958,214 |

  97. Summary Compensation Table

    (1) The value attributable to each of the NEOs pursuant to the AZZ Supplemental Individual Disability Insurance Plan. (2) This amount includes corrective matching contributions made during FY2025. Mr. Crawford’s 401(k) deferrals and associated employer matching contributions were inadvertently discontinued by Sequa Corporation in connection with the Company’s acquisition of the Precoat Metals segment in 2022 and were not reinstated thereafter. The oversight was identified in FY2025, and the Company made corrective contributions in accordance with applicable IRS correction procedures, including a 25% Qualified Nonelective Contribution (QNEC) to address the missed match. (3) This number includes relocation expenses for temporary rent and utilities as well as a one-time payment of $75,000 for other general relocation expenses, all of which was grossed-up for state taxes. (4) This aggregate amount includes (i) Mr. Schlom’s accrued vacation in the amount of $50,232; $666,440 related to the accelerated vesting of 8,466 RSUs and 139 dividend equivalents upon his retirement from the Company on November 4, 2024; (iii) $17,333 for 12 months of COBRA coverage and an additional $10,000 for the approximate cost of six more months of COBRA; and (iv) $ 796,560 related to PSUs that will remain outstanding and eligible to vest upon the completion of the relevant performance period, contingent upon the achievement of the applicable performance criteria land as more fully discussed below under the section title “Potential Payments” on page 75 of this Proxy Statement. (5) This number includes relocation expenses (including home searching trips, meals, lodging, and real estate closing fees), all of which was grossed-up for state taxes. (6) This aggregate amount includes Ms. Moseley’s (i) accrued vacation in the amount of $14,840, (ii) a pro-rated annual cash bonus in the amount of $83,794; (iii) COBRA payments from August 1, 2024 through October 31, 2024 in the amount of $4,824; (iv) $882,023 related to the accelerated vesting of 11,017 RSUs and 100 dividend equivalents, which were settled in shares of AZZ Common Stock upon her termination from the Company on July 25, 2024 and as more fully discussed below under the section title “Potential Payments” on page 76 of this Proxy Statement; and (v) $832,320 in severance payments pursuant to the Company’s Executive Officer Severance Plan as discussed on page 58 of the Proxy Statement.

  98. Summary Compensation Table

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  99. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information about cash incentive awards and equity awards made during fiscal year 2025 to each of the NEOs under the Company’s STI Plan and the 2023 Plan.

  100. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | 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 | 03/01/24 | 784,456 | 968,464 | 1,936,928 | — | — | — | — | — | — | — | | | 04/25/24 | — | — | — | — | — | — | 17,248 | — | — | 1,263,244 | | | 04/25/24 | — | — | — | 345 | 17,248 | 34,496 | — | — | — | 1,418,735 | | Jason Crawford | 03/01/24 | 255,150 | 315,000 | 630,000 | — | — | — | — | — | — | — | | | 04/25/24 | — | — | — | — | — | — | 2,914 | — | — | 213,422 | | | 04/25/24 | — | — | — | 59 | 2,914 | 5,828 | — | — | — | 239,691 | | | 07/15/24(5) | — | — | — | — | — | — | 3,607 | — | — | 299,994 | | Tara D. Mackey | 03/01/24 | 209,447 | 258,577 | 517,154 | — | — | — | — | — | — | — | | | 04/25/24 | — | — | — | — | — | — | 2,791 | — | — | 204,413 | | | 04/25/24 | — | — | — | 56 | 2,791 | 5,582 | — | — | — | 229,574 | | Kurt Russell | 03/01/24 | 309,358 | 381,924 | 763,848 | — | — | — | — | — | — | — | | | 04/25/24 | — | — | — | — | — | — | 3,091 | — | — | 226,385 | | | 04/25/24 | — | — | — | 62 | 3,091 | 6,182 | — | — | — | 254,250 | | Bryan Stovall | 03/01/24 | 309,048 | 381,541 | 763,082 | — | — | — | — | — | — | — | | | 04/25/24 | — | — | — | — | — | — | 3,088 | — | — | 226,165 | | | 04/25/24 | — | — | — | 62 | 3,088 | 6,176 | — | — | — | 254,004 | | | 07/15/24(6) | — | — | — | — | — | — | 18,035 | — | — | 1,499,971 | | Phillip Schlom | 03/01/24 | 246,835 | 304,734 | 609,468 | — | — | — | — | — | — | — | | | 04/25/24 | — | — | — | — | — | — | 2,819 | — | — | 206,464 | | | 04/25/24 | — | — | — | 57 | 2,819 | 5,638 | — | — | — | 231,877 | | Tiffany Moseley | 03/01/24 | 170,197 | 210,120 | 420,240 | — | — | — | — | — | — | — | | | 04/25/24 | — | — | — | — | — | — | 1,701 | — | — | 124,581 | | | 04/25/24 | — | — | — | 34 | 1,701 | 3,402 | — | — | — | 139,916 |

  101. Grants of Plan-Based Awards in Fiscal Year 2025

    (1) Potential payouts to each NEO under the Company’s STI Plan for fiscal year 2025. (2) In fiscal year 2025, long-term equity incentive grants included PSUs, which will vest at the end of three years, if at all, for the three-year performance period (March 1, 2024 to February 28, 2027). The PSUs granted accrue dividend equivalents during the performance period, 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. Shares earned under the FY2025 PSU awards are based on the Company’s performance against two equally weighted metrics, as described under “Fiscal Year 2025 Performance Share Units” on page 53 of this Proxy Statement. If any payment is earned, the minimum payout is 2% of the target shares, which represents the lowest payout level for the average of the applicable metrics, as shown in the table above. If performance falls below the threshold level for both metrics, no shares will be earned. Each performance metric represents 50% of the total award opportunity. If performance is achieved under only one metric and not the other, the final payout will be the average of the two metrics. For example, if one metric results in a 100% payout and the other results in 0%, the total payout would be 50% of total target shares. (3) Number of RSUs granted to the NEOs under the 2023 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. The amounts in this column for the fiscal year ended February 28, 2025 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 2023 Plan. Additional information related to this amount is included in Note 17 to the Company’s audited financial statements for the fiscal year ended February 28, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 21, 2025. (5) Mr. Crawford was granted a special sign-on equity award consisting of 3,607 RSUs valued at $300,000. The award was issued on the first day of the open trading window following the Company’s release of its FY2025 first quarter financial results. The RSUs will vest ratably over two years, with vesting dates on June 3, 2025, and June 3, 2026. (6) Mr. Stovall was granted a special sign-on equity award consisting of 18,035 RSUs valued at $1,500,000. The award was issued on the first day of the open trading window following the Company’s release of its FY2025 first quarter financial results. The RSUs will vest ratably over two years, with vesting dates on May 31, 2025 and May 31, 2026.

  102. Grants of Plan-Based Awards in Fiscal Year 2025

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  103. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information on the holdings of unvested RSUs and PSUs by each of the NEOs as of February 28, 2025. As of the end of fiscal year 2025, no NEO had any outstanding stock option awards, either exercisable or unexercisable.

  104. Outstanding Equity Awards at Fiscal Year-End 2025

    | 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 | 05/09/2022 | 8,247(1)(2) | 792,619 | — | — | | | 05/09/2022 | 27,627(5) | 2,655,231 | — | — | | | 04/28/2023 | 18,285(1)(2) | 1,757,371 | 27,427 | 2,636,009 | | | 04/25/2024 | 17,352(1)(2) | 1,667,701 | 17,352 | 1,667,701 | | Jason Crawford | 04/28/2023 | 2,268(1)(2) | 217,977 | 3,402 | 326,966 | | | 04/25/2024 | 2,931(1)(2) | 281,698 | 2,931 | 281,698 | | | 07/15/2024 | 3,621(6) | 348,014 | — | — | | Tara D. Mackey | 05/09/2022 | 1,785(1)(2) | 171,556 | — | — | | | 05/09/2022 | 4,881(5) | 469,113 | — | — | | | 04/28/2023 | 3,581(1)(2) | 344,170 | 5,371 | 516,207 | | | 04/25/2024 | 2,807(1)(2) | 269,781 | 2,807 | 269,781 | | Kurt Russell | 04/28/2023 | 4,006(1)(2) | 385,017 | 6,008 | 577,429 | | | 04/25/2024 | 3,109(1)(2) | 298,806 | 3,109 | 298,806 | | Bryan Stovall | 05/09/2022 | 2,171(1)(2) | 208,655 | — | — | | | 05/09/2022 | 6,235(5) | 599,246 | — | — | | | 04/28/2023 | 3,888(1)(2) | 373,676 | 5,832 | 560,514 | | | 04/25/2024 | 3,106(1)(2) | 298,518 | 3,106 | 298,518 | | | 07/15/2025 | 18,106(7) | 1,740,168 | — | — | | Philip Schlom(8) | 05/09/2022 | 6,178(5) | 593,768 | — | — | | | 4/28/2023 | — | — | 5,452 | 523,992 | | | 4/25/2024 | — | — | 2,836 | 272,568 | | Tiffany Moseley(9) | — | — | — | — | — |

  105. Outstanding Equity Awards at Fiscal Year-End 2025

    (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 28, 2025, of the underlying equity award that will vest if, and when, the RSUs to which such dividend equivalent relate becomes vested. (3) The fair market value of the RSU and PSU awards is based upon the closing market price of AZZ Common Stock as of February 28, 2025, which was $96.11. (4) Amounts in this column represent PSUs granted on April 28, 2023 and April 25, 2024 as indicated, which have a three-year performance period and will vest and become payable, if at all, on the third anniversary of the grant date. The amounts in this column also include accrued dividend equivalents through February 28, 2025, 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, 2022 and ending on February 28, 2025 based on the Company’s TSR relative to its industry peer group over the performance period and include accrued dividend equivalents through February 28, 2025, that will vest if, and when the shares to which such dividend equivalents relate become vested. Earned PSUs vest on May 9, 2025 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 — FY2023 Performance Shares Earned in FY2025.” (6) Mr. Crawford was granted a special sign-on equity award consisting of 3,607 RSUs valued at $300,000. The award was issued on the first day of the open trading window following the Company’s release of its FY2025 first quarter financial results. The RSUs will vest ratably over two years, with vesting dates on June 3, 2025, and June 3, 2026. This amount includes dividend equivalents through February 28, 2025, that will vest if, and when the RSUs to which such dividend equivalents relate become vested. (7) Mr. Stovall was granted a special sign-on equity award consisting of 18,035 RSUs valued at $1,500,000. The award was issued on the first day of the open trading window following the Company’s release of its FY2025 first quarter financial results. The RSUs will vest ratably over two years, with vesting dates on May 31, 2025 and May 31, 2026. This amount includes dividend equivalents through February 28, 2025, that will vest if, and when the RSUs to which such dividend equivalents relate become vested. (8) As part of Mr. Schlom’s retirement from the Company on November 4, 2024, he will receive payment of the FY2023 PSUs upon vesting on May 9, 2025. (9) Ms. Moseley did not have any outstanding equity awards as of February 28, 2025 as she was no longer employed by AZZ as of that date.

  106. Outstanding Equity Awards at Fiscal Year-End 2025

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  107. Option Exercises and Stock Vested During Fiscal Year 2025

    Option Exercises and Stock Vested During Fiscal Year 2025 The following table provides information regarding the vesting of RSUs and PSUs by our NEOs during fiscal year 2025. The Company does not grant options or stock appreciation rights.

  108. Option Exercises and Stock Vested During Fiscal Year 2025

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Thomas E. Ferguson | 47,801(2) | 3,579,032(3) | | Jason Crawford | 4,968(4) | 374,613(5) | | Tara D. Mackey | 8,945(6) | 670,202(7) | | Kurt Russell | 17,362(8) | 1,319,017(9) | | Bryan Stovall | 8,772(10) | 657,855(11) | | Philip Schlom | 17,847(12) | 1,359,791(13) | | Tiffany Moseley | 12,308(14) | 982,103(15) |

  109. Option Exercises and Stock Vested During Fiscal Year 2025

    (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) 8,977 RSUs that vested on April 28, 2024 plus 89 accrued dividend equivalents; (ii) 5,834 RSUs that vested on May 4, 2024 plus 249 accrued dividend equivalents; and (iii) 23,450 PSUs that vested on May 4, 2024 plus 1,004 accrued dividend equivalents based upon the achievement of a pre-established performance metric during the performance period. (3) The value realized upon the vesting of (i) 9,066 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on April 28, 2024 of $71.49; (ii) 6,083 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2024 of $75.02; (iii) 24,454 PSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2024 of $75.02; and (iv) 8,198 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 9, 2024 of $78.07. (4) This number includes: (i) 1,113 RSUs that vested on April 28, 2024 plus 11 accrued dividend equivalents; and (ii) 3,750 RSUs that vested on May 13, 2024 plus 94 dividend equivalents. (5) The value realized upon the vesting of (i) 1,124 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on April 28, 2024 of $71.49; and (ii) 3,844 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 13, 2024 of $76.55. (6) This number includes: (i) 1,758 RSUs that vested on April 28, 2024 plus 17 accrued dividend equivalents; (ii) 1,031 RSUs that vested on May 4, 2024 plus 44 accrued dividend equivalents; (iii) 4,143 PSUs that vested on May 4, 2024 plus 177 accrued dividend equivalents based upon the achievement of a pre-established performance metric during the performance period; and (iv) 1,725 RSUs that vested on May 9, 2024 plus 50 accrued dividend equivalents. (7) The value realized upon the vesting of (i) 1,775 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on April 28, 2024 of $71.49; (ii) 1,075 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2024 of $75.02; (iii) 4,320 PSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2024 of $75.02; and (iv) 1,775 RSU (including accrued dividend equivalents) based on the closing price of our Common Stock on May 9, 2024 of $78.07. (8) This number includes: (i) 1,966 RSUs that vested on April 28, 2024 plus 19 accrued dividend equivalents; and (ii) 15,000 RSUs plus 377 accrued dividend equivalents. (9) The value realized upon the vesting of (i) 1,985 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on April 28, 2024 of $71.49; and 15,377 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 13, 2024 of $76.55. (10) This number includes: (i) 1,909 RSUs that vested on April 28, 2024 plus 19 accrued dividend equivalents; (ii) 1,221 RSUs that vested on May 4, 2024 plus 52 accrued dividend equivalents; (iii); and 3,272 PSUs that vested on May 4, 2024 plus 140 accrued dividend equivalents based upon the achievement of a pre-established performance metric during the performance period; and (iv) 2,098 RSUs plus 61 accrued dividend equivalents. (11) The value realized upon the vesting of (i) 1,928 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on April 28, 2024 of $71.49; (ii) 1,273 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2024 of $75.02; (iii) 3,412 PSUs (including accrued dividend equivalents based on the closing price of our Common Stock on May 4, 2024 of $75.02; and (iv) 2,159 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 9, 2024 of $78.07. (12) This number includes: (i) 1,784 RSUs that vested on April 28, 2024 plus 17 accrued dividend equivalents; (ii) 1,013 RSUs that vested on May 4, 2024 plus 43 accrued dividend equivalents; (iii) 4,070 PSUs that vested on May 4, 2024 plus 174 accrued dividend equivalents based upon the achievement of a pre-established performance metric during the performance period; (iv) 2,079 RSUs that vested on May 9, 2024 plus 60 accrued dividend equivalents; and (v) 8,468 RSUs plus 139 accrued dividend equivalents which were accelerated on November 4, 2024 upon Mr. Schlom’s retirement from the Company. (13) The value realized upon the vesting of (i) 1,801 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on April 28, 2024 of $71.49; (ii) 1,056 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 4, 2024 of $75.02; (iii) 4,244 PSUs (including accrued dividend equivalents based on the closing price of our Common Stock on May 4, 2024 of $75.02; (iv) 2,139 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 9, 2024 of $78.07; and (v) 8,607 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on November 4, 2024 of $77.43. (14) This number includes: (i) 1,181 RSUs that vested on May 22, 2024 plus 10 accrued dividend equivalents; and (ii) 11,017 RSUs plus 100 accrued dividend equivalents which were accelerated on July 25, 2024 upon Ms. Moseley’s termination from the Company. The value realized upon the vesting of (i) 1,191 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on May 22,2024 of $84.03; and (ii) 11,117 RSUs (including accrued dividend equivalents) based on the closing price of our Common Stock on July 25, 2024 of $79.34.

  110. 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, Crawford and Stovall each have an employment agreement with AZZ, which are described above in the section titled “Employment Agreements.” Mr. Ferguson’s employment agreement provides for severance pay and benefits upon a termination of employment and he has a separate 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. The employment agreements for Messrs. Crawford and Stovall provide that their severance pay, and benefits will be provided under the Company’s Executive Officer Severance Plan (effective October 8, 2021, as described in the above section titled “Severance Benefits” on page 56 of this Proxy Statement). Executive Officer Severance Plan. Ms. Mackey and Messrs. Crawford, Russell and Stovall are participants in the Executive Officer 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. 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 Officer Severance Plan upon his termination in connection with a change in control. No severance pay or benefits are provided under the Executive Officer Severance Plan for a termination due to Cause, disability, death, or voluntary termination without Good Reason. Accordingly, each of the Company’s NEOs is 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, the 2023 Plan and the Executive Officer Severance Plan (described in the sections titled “Employment Agreements” and “Severance Benefits” above).

  111. Payments Made Upon a Termination Not in Connection with a Change in Control

    Payments Made Upon a Termination Not in Connection with a Change in Control Mr. Ferguson If Mr. Ferguson’s employment is terminated not in connection with a change in control but due to death, disability, for Cause or without Good Reason, Mr. Ferguson, or his estate, shall be entitled to receive his “Accrued Amounts” comprised of the following: (i) a lump sum in the normal course of all earned but unpaid base salary; (ii) payment for all earned but unused vacation time; and (iii) reimbursement for any business expenses incurred prior to the date of termination. If the Company terminates Mr. Ferguson’s employment without Cause or he terminates his employment for Good Reason, he is entitled to receive: (i) his Accrued Amounts; (ii) a cash amount equal to his base salary in effect at the date of his termination for a 24-month period, payable in accordance with our standard payroll procedures beginning approximately 60 days after his termination date; and (iii) a portion of the cash award he would have received under our STI Plan, calculated as if (A)(i) Mr. Ferguson was employed as of the first day of the fiscal year following the fiscal year in which is employment actually terminates, (ii) he satisfied all of his individual qualitative performance goals, and (iii) his individual quantitative performance goals are satisfied at the level determined by the Board; with (B) such cash award amount prorated based on the number of days he was employed during the fiscal year in which his employment actually terminated. Such prorated cash award amount will be paid in a lump sum within 30 days after the end of the fiscal year. In accordance with the 2014 and the 2023 Plan and accompanying award agreements, for a termination without Cause or for Good Reason, the Compensation Committee in its sole discretion may deem Mr. Ferguson’s RSUs and PSUs vested. To the extent (if at all) any of the amounts to be paid under Mr. Ferguson’s employment agreement constitute deferred compensation under Code Section 409A, which is to be paid within the 6-month period commencing on the date he separates from service, and

  112. Payments Made Upon a Termination Not in Connection with a Change in Control

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  113. Payments Made Upon a Termination Not in Connection with a Change in Control

    Mr. Ferguson is a specified employee under that section at the time of his separation, those amounts will be paid in a lump sum at the end of such 6-month period. To receive the severance pay and benefits described above, Mr. Ferguson must first execute and not revoke a release agreement.

  114. Payments Made Upon a Termination Not in Connection with a Change in Control

    | In Mr. Ferguson’s Second Amended CEO Agreement, “Cause” is defined as: | In Mr. Ferguson’s Second Amended CEO Agreement, “Good Reason” is defined as: | | (i) his commission or conviction of, or the entering of a guilty plea or plea of no contest by him with respect to, a felony, the equivalent thereof, any other crime with respect to which imprisonment is a possible punishment, or any other crime involving moral turpitude, fraud, misrepresentation, embezzlement, theft, or sexual harassment; | (i) the relocation by the Company of Mr. Ferguson’s principal place of employment of more than fifty (50) miles from the location of his principal place of employment as of the date of his Second Amended CEO Agreement, which relocation is not rescinded within fifteen (15) days after the date of receipt by the Board from Mr. Ferguson of notice describing such relocation; | | (ii) excessive absenteeism by Mr. Ferguson not related to death or disability or otherwise permissible by applicable law or the Company’s policies for sick leave, vacations, or paid time off; | (ii) a reduction by the Company in Mr. Ferguson’s base salary, unless such reduction is rescinded within fifteen (15) days after the date of receipt by the Board from Mr. Ferguson of notice referring to this provision and describing such reduction; | | (iii) Mr. Ferguson’s engaging in any activity (including, without limitation, alcohol or drug abuse or other self-induced affliction, or making disparaging remarks about the Company or any of its affiliates or any of their respective officers, employees, managers, directors, members or shareholders) that injures (monetarily or otherwise), in a material respect, the reputation, business or a business relationship of the Company or of its affiliates; | (iii) a material diminution of Mr. Ferguson’s responsibilities or duties, which diminution is not rescinded within fifteen (15) days after the date of receipt by the Board from Mr. Ferguson of notice describing such diminution; | | (iv) Mr. Ferguson’s gross negligence or material malfeasance (including, without limitation, commission of any intentional act of fraud, misappropriation or theft against the Company or its affiliates or his intentional misrepresentation of any material financial or operating results of the Company or any of its affiliates); | (iv) any other material breach by the Company of any material provision of Mr. Ferguson’s Second Amended CEO Agreement, which material breach is not corrected within fifteen (15) days after the date of receipt by the Board from Mr. Ferguson of a notice referring to this provision and describing such material breach; or | | (v) Mr. Ferguson’s significant violation of any statutory or common law duty of loyalty to the Company or any of its affiliates; | (v) a material breach by the Company of any equity award agreement (whether with respect to RSUs, PSUs or otherwise) by and between the Company and Mr. Ferguson then in effect or the terms of any equity plan incorporated therein, which material breach is not corrected within forty-five (45) days after the date of receipt by the Board from Mr. Ferguson of a notice describing such material breach. | | (vi) Mr. Ferguson’s material breach of any provision of his Second Amended CEO Agreement or of the Company’s written policies or code of conduct; or | | | (vii) Mr. Ferguson’s refusal or failure to carry out the legitimate directives or instructions of the Board (or such other person to whom he reports as may be designated from time to time by the Board) that are consistent with the scope and nature of his duties and responsibilities set forth in his employment agreement; provided that in the case of clause (ii), (vi) or (vii) above, only if such breach, refusal or failure has not been cured within fifteen (15) days after Mr. Ferguson’s receipt of written notice from the Company describing such breach or failure in reasonable detail; provided, further, that Mr. Ferguson shall be entitled to no more than one opportunity to cure such matters for any reason. | |

  115. Payments Made Upon a Termination Not in Connection with a Change in Control

    Senior Management Bonus Plan. A discussion of short-term cash incentive payments under our STI Plan can be found on pages 49-52 of this Proxy Statement, under the section titled, “Performance — Based Incentive Compensation.” Ms. Mackey and Messrs. Crawford, Stovall and Russell Ms. Mackey does not have an employment agreement and Mr. Russell no longer has an employment agreement after his agreement expired. While Messrs. Crawford and Stovall have employment agreements those agreements do not independently provide for severance pay or benefits, but instead provide that such amounts will be determined under the Executive Officer Severance Plan. Ms. Mackey and Messrs. Crawford, Stovall and Russell therefore are eligible executives under the Executive Officer Severance Plan, and their severance pay and benefits for certain terminations of employment not in connection with a change in control are determined under such plan. If before or after the period of time, beginning on the date a definitive agreement regarding a change in control is executed and ending 24 months after the change in control occurs (or on the date the definitive agreement terminates, if earlier), Ms. Mackey’s or Messrs. Crawford’s, Stovall’s or Russell’s employment is terminated by the Company without Cause or by the executive for Good Reason (in each case as defined below), Ms. Mackey, Mr. Crawford, Mr. Stovall or Mr. Russell, as applicable, will be entitled to the following compensation and benefits: (i) his or her Accrued Amounts, paid in the normal course after the termination date; (ii) an amount equal to the executive’s target cash bonus for the Company’s fiscal year in which the termination occurs, prorated for the number of days in the fiscal year that have elapsed through the date of termination, and paid in a lump sum within 60 days after the date of termination; (iii) severance pay equal to 150% of the sum of the executive’s annual base salary (without giving effect to any reduction in base salary serving as grounds for termination for Good Reason) and target cash bonus, paid in payroll installments over the 18-month period beginning 60 days after the date of termination; (iv) full vesting of all outstanding time-based equity awards; (v) under the terms of the performance-based equity award agreements (but not the Severance Plan), the Compensation Committee has the discretion to vest those awards partially or fully; and (vi) COBRA continuation coverage for the executive and his or her spouse and dependents to the extent such coverage is elected for up to 18 months, with the Company paying the monthly cost above that which an active employee would pay for such coverage and that the executive must pay. If any of the amounts to be paid constitute deferred compensation under Code Section 409A and the executive is a specified employee under that section at the time of his or her termination, any such amounts payable within the 6-month period after his or her termination will instead be paid in a lump sum after the end of that 6-month period. Severance pay and benefits will be reduced by any pay or benefits that the Company provides under insurance, plans, contracts or federal or state law. As a condition of receiving severance pay and benefits (other than accrued but unused paid time off) under the Executive Officer Severance Plan, the executive must execute and not revoke a general release of claims, and we may require restrictive covenant provisions be included in the release.

  116. Potential Payments

    Potential Payments The following table reflects the amount of compensation to each active 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 28, 2025. The following calculations assume that each active 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 2025, 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 28, 2025, each executive had received all of the base salary earned during fiscal year 2025, and no portion of his or her base salary was unpaid at that date.

  117. 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 | $— | $— | $3,655,834(6) | $— | $— | $2,895,707(7) | | Accelerated Vesting of RSUs(8) | $— | $— | $4,217,691 | $— | $— | $4,217,691 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $—(5) | $— | $— | $—(3) | | TOTAL | $— | $— | $7,873,525 | $— | $— | $7,113,398(4) | | Jason Crawford | | | | | | | | Severance | $— | $— | $1,462,500(11) | $— | $— | $1,845,000(10) | | Accelerated Vesting of RSUs(8) | $— | $— | $847,690 | $— | $— | $847,690 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $25,306(5) | $— | $— | $49,754(3) | | TOTAL | $— | $— | $2,335,496 | $— | $— | $2,742,444(4) | | Tara D. Mackey | | | | | | | | Severance | $— | $— | $1,292,886(11) | $— | $— | $1,637,655(10) | | Accelerated Vesting of RSUs(8) | $— | $— | $785,507 | $— | $— | $785,507 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $14,695(5) | $— | $— | $28,905(3) | | TOTAL | $— | $— | $2,093,088 | $— | $— | $2,452,067(4) |

  118. 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 | | Kurt Russell | | | | | | | | Severance | $— | $— | $1,670,918(11) | $— | $— | $2,100,582(10) | | Accelerated Vesting of RSUs(8) | $— | $— | $683,823 | $— | $— | $683,823 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $22,634(5) | $— | $— | $40,278(3) | | TOTAL | $— | $— | $2,377,375 | $— | $— | $2,824,683(4) | | Bryan Stovall | | | | | | | | Severance | $— | $— | $1,662,493(11) | $— | $— | $2,089,477(10) | | Accelerated Vesting of RSUs(8) | $— | $— | $2,621,016 | $— | $— | $2,621,016 | | Accelerated Vesting of PSUs(9) | $— | $— | $— | $— | $— | $— | | Health Benefits | $— | $— | $16,384(5) | $— | $— | $32,115(3) | | TOTAL | $— | $— | $4,299,893 | $— | $— | $4,742,608(4) |

  119. 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 Officer Severance Plan, for a termination without cause or for good reason in connection with a change in control, to the extent Ms. Mackey, Mr. Crawford, 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. Crawford, 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 28, 2025, 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 employment agreement, he is not entitled to post-employment health benefits. Under the Executive Officer 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, Crawford 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, Crawford 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 28, 2025, 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 28, 2025, Mr. Ferguson would be eligible for an actual annual cash incentive of 177.8% of his fiscal year 2025 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 may have varied due to timing of payments. Because the incentive bonus was earned as of February 28, 2025, Mr. Ferguson would have been eligible to receive this amount whether or not he terminated at 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, the 2023 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 Mr. Ferguson upon a termination of employment without cause or for good reason not in connection with a change in control. The Executive Officer 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, Crawford’s and Russell’s RSUs, will vest without Compensation Committee discretion. Under Mr. Ferguson’s change in control agreement and the Executive Officer Severance Plan, upon a termination without cause or for good reason in

  120. Potential Payments

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  121. Potential Payments

    connection with a change in control, all of his RSU awards vest. The value of the accelerated vesting of RSUs, including any dividend equivalents accrued during the vesting period, are calculated based upon the closing price of the Company’s Common Stock on February 28, 2025, of $96.11. (9) Pursuant to the 2014 Plan, the 2023 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, Crawford, Stovall or Russell for such a termination whether or not in connection with a change in control. (10) The Company’s Executive Officer 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. Crawford, Russell and Stovall, plus a prorated portion of their target annual cash bonuses for the full fiscal year. Ms. Mackey’s target bonus was 60% of base salary; Mr. Crawford’s target bonus was 70% 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.”) (11) The Executive Officer 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, Crawford 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, Crawford’s and Russell’s base salary was used even though the actual amount paid to her/him may have varied due to timing of payments. Ms. Mackey was eligible for a target annual cash bonus of 60% of her annual base salary. Each of Messrs. Stovall and Russell was eligible for a target annual cash bonus of 80% of his annual base salary. Mr. Crawford was eligible for a target annual cash bonus of 70% of his annual base salary. Mr. Schlom As previously noted, on March 26, 2024, Mr. Schlom informed the Company of his decision not to renew his employment agreement, which was set to expire on November 4, 2024. In recognition of his service and tenure with the Company, and in accordance with the terms of his employment agreement, (i) the vesting of certain outstanding RSU awards previously granted to Mr. Schlom were accelerated and (ii) certain previously granted PSUs will remain outstanding and eligible to vest, subject to the achievement of the applicable performance criteria, and will be paid out to Mr. Schlom, if earned, following the completion of the applicable performance period. Details of these awards and other payments are provided in the table below. The table below shows the compensation that Mr. Schlom received in connection with his retirement from service with the Company on November 4, 2024:

  122. Potential Payments

    | Payments and Benefits | | | Equity Value | | | RSUs(1) | $666,440 | | PSUs(2) | $796,560 | | Benefits | | | Accrued Vacation | $50,232 | | COBRA Coverage(3) | $17,333 | | Additional Six (6) Months Cash Payment for COBRA Coverage | $10,000 |

  123. Potential Payments

    (1) The value reflected is for the accelerated vesting on November 4, 2024 of (i) 2,079 RSUs granted on May 9, 2022 and 69 accrued dividend equivalents which were settled in shares of AZZ Common Stock; (ii) 3,570 RSUs that were granted on April 28, 2023 and 58 accrued dividend equivalents which were settled in shares of AZZ Common Stock; and (iii) 2,819 RSUs that were granted on April 25, 2024 and 12 accrued dividend equivalents which were settled in shares of AZZ Common Stock. The total number of shares (including the dividend equivalents) were calculated using a stock price of $77.43, which was the closing price of AZZ’s Common Stock on November 4, 2024, the date the RSUs were settled. (2) The value shown reflects a total of 8,173 PSUs granted during fiscal years 2024 and 2025, along with 115 associated dividend equivalents, with a fair market value based upon the closing market price of AZZ Common Stock as of February 28, 2025, which was $96.11. See also the valuation of Mr. Schlom’s outstanding PSUs on page 65 of the Proxy Statement in the Outstanding Equity Awards at Fiscal Year End 2025 table. These PSUs will remain outstanding and eligible to vest, contingent upon the achievement of the applicable performance criteria. If earned, the PSUs will be paid out to Mr. Schlom following the completion of the relevant performance period. (3) The value reflected is for 12 months of COBRA coverage for Mr. Schlom from December 1, 2024 through December 31, 2025. Ms. Moseley In connection with Ms. Moseley’s termination from the Company, effective July 25, 2024, in order to compensate her for her time of employment at, and services to the Company prior to her termination, a pro-rata annual cash incentive payment based upon previously approved performance metrics for fiscal year 2025 and the accelerated vesting of certain outstanding RSU awards previously granted to Ms. Moseley as detailed in the table below. The following outstanding PSU awards were forfeited upon her termination: (i) 3,545 PSUs granted on August 8, 2023 and (ii) 1,701 PSUs granted on April 25, 2024. The table below shows the compensation that Ms. Moseley received in connection with her termination from service with the Company on July 25, 2024:

  124. Potential Payments

    | Payments and Benefits | | | Cash Payments | | | Cash Annual Incentive Payment for Fiscal Year 2025(1) | $83,794 | | Equity Value | | | RSUs(2) | $882,023 | | Benefits | | | Accrued Vacation | $14,840 | | COBRA Coverage(3) | $4,825 | | Severance(4) | $832,320 |

  125. Potential Payments

    (1) Ms. Moseley was paid at 100% of her annual cash incentive target for fiscal year 2025. The value reflected represents the pro-rata portion from March 1, 2024 through July 25, 2024. (2) The value reflected is for the accelerated vesting on July 25, 2024 of (i) 9,316 RSUs granted on August 8, 2023 and 97 accrued dividend equivalents which were settled in shares of AZZ Common Stock; and (ii) 1,701 RSUs that were granted on April 25, 2024 and 3 accrued dividend equivalents which were settled in shares of AZZ Common Stock. The total number of shares (including the dividend equivalents) were calculated using a stock price of $79.34, which was the closing price of AZZ’s Common Stock on July 25, 2024, the date the RSUs were settled. (3) The value reflected is for COBRA coverage for Ms. Moseley from August 1, 2024 through October 31, 2024. (4) Pursuant to the Company’s Executive Officer Severance Plan, as described on page 58 of this Proxy Statement, this amount represents 150% of Ms. Moseley’s total annual base salary and a 100% of her annual cash incentive target for fiscal year 2025.

  126. 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:

  127. CEO Pay Ratio

    | Fiscal Year | Mr. Ferguson’s Total Compensation ($)(1) | Median Employee Total Compensation ($) | Pay Ratio of CEO Compensation to Median Employee | | 2025 | 5,407,269 | 69,767 | 78:1 |

  128. CEO Pay Ratio

    (1) The annual total compensation of Mr. Ferguson, as reported in the Summary Compensation Table presented on page 61 in this Proxy Statement. For fiscal year 2025, we elected to calculate a new median employee primarily due to a significant change in compensation for the Company’s median employee identified in fiscal year 2023. To identify the median employee” from our current employee population, the methodology and the material assumptions, adjustments, and estimates used were as follows: • We selected February 28, 2025, the last day of our fiscal year, as the date upon which the Company identified the “median employee”. • We determined that as of February 28, 2025, the Company and its consolidated subsidiaries employee population consisted of approximately 3,684 individuals (full-time and part-time). Of these individuals, 3,358 were located in the United States and 326 were located in Canada.

  129. CEO Pay Ratio

    | 76 | 2025 Proxy Statement |

  130. CEO Pay Ratio

    We identified our median employee in fiscal year 2025 based on the total cash compensation paid during the 12-month period from March 1, 2024 through February 28, 2025, 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, 2024 through February 28, 2025, 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 61 in this Proxy Statement. 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 61 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. The following section has been prepared as required by the SEC’s pay versus performance (“PvP”) disclosure rules adopted pursuant to the Dodd-Frank Act and set forth in Item 402(v) of Regulation S-K (the “PvP Rules”). Under the PvP Rules, the Company must calculate compensation using the methodology required by the SEC referred to as “compensation actually paid” (“CAP”), which is then compared to certain Company and peer group performance measures prescribed by the SEC. CAP amounts do not reflect the actual amount of compensation earned or received by or paid to our PEO and non-PEO NEOs in the applicable fiscal year. CAP, as required under the PvP Rules, is influenced by many factors. CAP reflects adjusted values to unvested and vested equity awards during the fiscal years based on year-end stock prices and various accounting valuation assumptions. CAP generally fluctuates due to stock price achievement, timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics and varying levels of actual achievement of performance goals.

  131. CEO Pay Ratio

    | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | AZZ Total Shareholder Return(5) ($) | S&P Composite 1500 Building Products Index Total Shareholder Return(5) ($) | Net Income (Loss) ($ Millions) | Adjusted EPS(7) | | 2025 | 5,407,269 | 8,464,824 | 2,161,977 | 2,098,787 | 208.8 | 264.32 | 52.4 | 5.20 | | 2024 | 4,380,976 | 6,284,864 | 1,335,045 | 3,243,091 | 158.2 | 246.1 | 87.2 | 4.13 | | 2023 | 4,228,781 | 3,983,560 | 1,182,148 | 1,100,269 | 88.3 | 175.8 | (61.2)(6) | 4.01 | | 2022 | 4,141,268 | 5,407,772 | 1,052,868 | 1,305,974 | 107.0 | 175.2 | 84.0 | 3.34 | | 2021 | 3,223,989 | 3,514,779 | 791,546 | 1,753,482 | 111.0 | 155.7 | 39.62 | 2.11 |

  132. CEO Pay Ratio

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

  133. CEO Pay Ratio

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total (“SCT”) Compensation | $5,407,269 | $4,380,976 | $4,228,781 | $4,141,268 | $3,223,989 | | Minus: RSU and PSU values reported in SCT for applicable fiscal year | (2,681,979) | (2,172,335) | (2,146,657) | (2,052,510) | (1,680,786) | | Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(a) | 3,315,411 | 3,189,732 | 1,781,080 | 1,727,973 | 2,777,661 | | Plus or minus (as applicable): Change based on ASC 718 fair value of awards granted during applicable fiscal year that remain unvested as of applicable fiscal year end(a) | 2,210,417 | 1,497,976 | (112,761) | 949,716 | 1,650,488 | | Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year | 95,231 | 47,013 | 149,081 | 560,982 | (205,982) | | Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during the current fiscal year | — | (714,437) | — | — | (2,260,395) | | Plus: dividend equivalents earned during applicable fiscal year upon vesting | 118,475 | 55,939 | 84,036 | 80,343 | 9,804 | | Compensation Actually Paid | $8,464,824 | $6,284,864 | $3,983,560 | $5,407,772 | $3,514,779 |

  134. CEO Pay Ratio

    (a) The fair value as of the applicable fiscal year end (prior to vesting) for RSU and PSU awards at target performance was calculated pursuant to FASB ASC Topic 718. For fiscal year 2021, 2022, 2023, 2024 and 2025, the PSUs vest at the end of a three-year performance period with payouts ranging from

  135. CEO Pay Ratio

    | 78 | 2025 Proxy Statement |

  136. CEO Pay Ratio

    0% – 200% for the relative TSR component. For PSU awards based on relative TSR, the fair value is estimated at year end based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in our peer group. The FY2025 PSUs also include an Adjusted ROIC component. (3) The non-PEO NEOs reflected in the table above were as follows: for fiscal year 2025 — Ms. Mackey, Mr. Crawford, Mr. Russell, Mr. Stovall, Mr. Schlom and Ms. Moseley (Mr. Schlom served as the Company’s Senior Vice President, Chief Financial Officer until June 3, 2024 and Ms. Moseley served as the Company’s Vice President and Chief Accounting Officer until July 25, 2024); for fiscal year 2024 — Ms. Mackey, Mr. Russell, Mr. Stovall and Mr. Schlom; for fiscal year 2023 — Mr. Emery, Mr. Hill, Mr. Lavelle, Ms. Mackey, Mr. Stovall and Mr. Schlom; for fiscal year 2022 — Mr. Hill, Ms. Mackey, Mr. Stovall and Mr. Schlom; and for fiscal year 2021 — Mr. Fehlman, Ms. Mackey, Mr. Hill, Mr. Schlom and Mr. Stovall. Mr. Fehlman served as the Company’s Senior Vice President, Chief Financial Officer until May 31, 2020. (4) The average CAP for the Non-PEO NEOs is calculated as noted in the table below using the average of the amounts reported for our other NEOs as a group in the “Total” column of the SCT for each fiscal year:

  137. CEO Pay Ratio

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table (“SCT”) Total Compensation | $2,161,977 | $1,335,045 | $1,182,148 | $1,052,868 | $791,546 | | Minus: RSU and PSU values reported in SCT for applicable fiscal year | (681,035) | (448,792) | (418,951) | (356,013) | (239,358) | | Plus: ASC 718 fair value of awards granted during applicable fiscal year that vested during applicable fiscal year(b) | 262,765 | 1,095,130 | 337,354 | 319,183 | 992,129 | | Plus or minus (as applicable): Change based on ASC 718 fair value of awards granted during applicable fiscal year that remain unvested as of applicable fiscal year end(b) | 293,473 | 1,372,451 | (18,789) | 192,234 | 321,725 | | Plus or minus (as applicable): Change in fair value of prior years’ equity awards that vested during applicable fiscal year | 41,251 | (27,167) | (4,948) | 87,343 | (47,148) | | Minus: fair value of prior year’s equity awards that failed to meet the applicable vesting conditions during applicable fiscal year | — | (91,703) | — | — | (67,454) | | Plus: dividends equivalents earned during applicable fiscal year upon vesting | 20,356 | 8,127 | 23,455 | 10,359 | 2,042 | | Compensation Actually Paid | $2,098,787 | $3,243,091 | $1,100,269 | $1,305,974 | $1,753,482 |

  138. CEO Pay Ratio

    (b) The fair value as of the applicable fiscal year end (prior to vesting) for RSUs and PSU awards at target performance was calculated pursuant to FASB ASC Topic 718. For fiscal year 2021, 2022, 2023 and 2024, the PSUs vest at the end of a three-year performance period with payouts ranging from 0% – 200% for the relative TSR component. For PSU awards based on relative TSR, the fair value is estimated at year end based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in our peer group. The FY2025 PSUs also include an Adjusted ROIC component. (5) TSR is based on an assumed $100 investment as of February 28, 2019 and the reinvestment of any issued dividends. The S&P Composite 1500 Building Products Index is the industry peer group included in the Stock Performance Graph in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025. (6) During fiscal year 2023, we recognized a loss related to the divestiture of the Company’s Infrastructure Solutions business (the “AIS Divestiture”) of $159.9 million, which adversely impacted GAAP net income, resulting in a net loss for the year of $61.2 million. In addition, the AIS Divestiture was recorded as discontinued operations in our consolidated statements of income, because this business is not part of our ongoing operations. The GAAP net income from continuing operations reported in our Annual Report on Form 10-K for the year ended February 28, 2023, which represents our ongoing business, was $66.3 million for fiscal year 2023. (7) The Board and its Compensation Committee determined that Adjusted earnings per share (EPS) was the most important financial performance measure that the Company used to link compensation actually paid to our PEO and non-PEO NEOs to financial performance for fiscal year 2024. Adjusted EPS is a non-GAAP measure. See Appendix A of this Proxy Statement for a reconciliation of fiscal year 2025 Adjusted net income calculation to the most comparable GAAP measure. For fiscal year 2024, Adjusted EPS is calculated as net income, excluding amortization expense on intangible assets, equity in earnings from our unconsolidated joint venture and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares. Due to the acquisition of Precoat Metals and the AIS Divestiture, Adjusted EPS for purposes of compensation performance measures for fiscal year 2023 is calculated as net income available to common shareholders, excluding the loss on the AIS divestiture, amortization, acquisition and transaction-related expenses, additional depreciation associated with the Precoat acquisition and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares. For fiscal year 2022 and fiscal year 2021, Adjusted EPS is calculated as net income, excluding restructuring and impairment charges, acquisition-related expenses and the related tax impact of these expenses, divided by diluted weighted-average outstanding shares.