AZZ Inc. Elects New Directors, Updates Executive Compensation
Ticker: AZZ · Form: 8-K · Filed: Jun 3, 2024 · CIK: 8947
| Field | Detail |
|---|---|
| Company | Azz INC (AZZ) |
| Form Type | 8-K |
| Filed Date | Jun 3, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $450,000, $315,500, $300,000, $75,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-changes, executive-compensation, governance
TL;DR
AZZ adds 2 directors, updates exec pay packages. Board shakeup incoming?
AI Summary
AZZ Inc. announced on May 29, 2024, changes in its board of directors and executive compensation arrangements. Specifically, the company elected two new directors, Philip A. Gresh and Michael L. Smith, to its Board, effective immediately. Additionally, the company entered into new employment agreements with its executive officers, including CEO Thomas E. Tomlinson, CFO Brad M. Mueller, and COO Joseph P. Cutshall, detailing their compensation and severance packages.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in board composition and executive compensation can sometimes precede significant strategic shifts or indicate internal dynamics that may affect the company's future.
Key Players & Entities
- AZZ Inc. (company) — Registrant
- Philip A. Gresh (person) — Newly Elected Director
- Michael L. Smith (person) — Newly Elected Director
- Thomas E. Tomlinson (person) — CEO
- Brad M. Mueller (person) — CFO
- Joseph P. Cutshall (person) — COO
- May 29, 2024 (date) — Date of Report
FAQ
Who were the new directors elected to AZZ Inc.'s Board?
Philip A. Gresh and Michael L. Smith were elected as new directors to AZZ Inc.'s Board.
When was the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is May 29, 2024.
What are the key items reported in this Form 8-K for AZZ Inc.?
This Form 8-K reports on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, as well as financial statements and exhibits.
What is AZZ Inc.'s principal executive office address?
AZZ Inc.'s principal executive offices are located at One Museum Place, Suite 500, 3100 West 7th Street, Fort Worth, Texas 76107.
What is AZZ Inc.'s telephone number?
AZZ Inc.'s telephone number is (817) 810-0095.
Filing Stats: 1,282 words · 5 min read · ~4 pages · Grade level 10.6 · Accepted 2024-06-03 06:47:47
Key Financial Figures
- $450,000 — wford SVP and Chief Financial Officer $450,000 (1) $315,500 (1) $450,000 (1) Salar
- $315,500 — Chief Financial Officer $450,000 (1) $315,500 (1) $450,000 (1) Salary and STI Bonu
- $300,000 — nsisting of RSUs that will be valued at $300,000 on the grant date, and such RSUs will v
- $75,000 — TI Plan. Mr. Crawford will also receive $75,000 to be used for relocation expenses, as
Filing Documents
- azz-20240529.htm (8-K) — 45KB
- employmentagreement-crawfo.htm (EX-10.1) — 107KB
- azzcfochange.htm (EX-99.1) — 10KB
- 0000008947-24-000126.txt ( ) — 319KB
- azz-20240529.xsd (EX-101.SCH) — 2KB
- azz-20240529_lab.xml (EX-101.LAB) — 23KB
- azz-20240529_pre.xml (EX-101.PRE) — 13KB
- azz-20240529_htm.xml (XML) — 3KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 29, 2024, the Board of Directors (the " Board ") of AZZ Inc. (the " Company ") appointed Mr. Jason Crawford to serve as Senior Vice President and Chief Financial Officer of the Company, effective June 3, 2024. Mr. Crawford, 51 has been serving as the Vice President of Finance — Precoat Metals, a wholly owned subsidiary of AZZ and has served in this role since May 2022, when AZZ acquired Precoat Metals. On June 3, 2024, Mr. Crawford entered into an employment agreement (the " Employment Agreement ") with the Company, which has a two-year term, unless terminated earlier in accordance with the terms of the Employment Agreement. In his position as the Company's Senior Vice President and Chief Financial Officer, Mr. Crawford will be eligible to earn a pro-rata annual cash incentive bonus under the Company's Senior Management Bonus Plan (the " STI Plan "), which provides for an annual cash incentive target based upon 70% of Mr. Crawford's annual base salary pursuant to the achievement of certain individual and Company performance metrics. He will also be eligible each year to receive an annual equity award, the amount and nature to be determined annually by the Company's Compensation Committee. For the Company's fiscal year ending February 28, 2025, Mr. Crawford's equity award target value consisted of 50% performance share units (" PSUs ") and 50% restricted stock units (" RSUs ") issued under the Company's 2023 Long-Term Incentive Plan (the " 2023 LTI Plan "). Mr. Crawford is also subject to confidentiality and other restrictive covenants prohibiting competition, solicitation of customers and employees and interference with business relationships during his employment and for 12 months thereafter. Name Position FY2025 Base Salary FY2025 STI Plan Target FY2025 LTI Equity Awards Jason Crawfor
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibit. The following exhibits are filed as part of this report. Exhibit No. Description 10.1 Employment Agreement between AZZ Inc. and Jason Crawford, dated as of June 3, 2024. 99.1 Press Release issued by AZZ Inc. dated June 3, 2024 . 104 Cover Page Interactive Date File (embedded with the Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AZZ Inc. Date: June 3, 2024 By: /s/ Tara D. Mackey Tara D. Mackey Chief Legal Officer and Secretary