AZZ Inc. Reports Director Departure and Officer Changes
Ticker: AZZ · Form: 8-K · Filed: Jan 23, 2025 · CIK: 8947
| Field | Detail |
|---|---|
| Company | Azz INC (AZZ) |
| Form Type | 8-K |
| Filed Date | Jan 23, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $435,000, $304,500, $435,000 M |
| Sentiment | neutral |
Sentiment: neutral
Topics: director-departure, officer-appointment, governance
Related Tickers: AZZ
TL;DR
AZZ Inc. director David Darnell is out, new execs in, and comp details filed.
AI Summary
AZZ Inc. announced on January 16, 2025, the departure of director David M. Darnell. The company also reported on the election of new directors and the appointment of certain officers, along with details on compensatory arrangements for these officers. The filing also includes financial statements and exhibits.
Why It Matters
Changes in board composition and executive appointments can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Director departures and executive appointments can introduce uncertainty regarding future leadership and strategic direction.
Key Players & Entities
- AZZ Inc. (company) — Registrant
- David M. Darnell (person) — Departing Director
FAQ
Who is the departing director and when did their departure become effective?
David M. Darnell is the departing director, with the event reported as of January 16, 2025.
What other key events are reported in this 8-K filing?
The filing also reports on the election of directors, appointment of certain officers, and compensatory arrangements for certain officers.
What is AZZ Inc.'s state of incorporation and fiscal year end?
AZZ Inc. is incorporated in Texas and its fiscal year ends on February 28.
What is the SIC code for AZZ Inc. and what industry does it represent?
The SIC code is 3470, representing 'Coating, Engraving & Allied Services'.
What is the principal business address and phone number for AZZ Inc.?
The principal business address is One Museum Place, Suite 500, 3100 West 7th Street, Fort Worth, Texas 76107, and the phone number is (817) 810-0095.
Filing Stats: 1,162 words · 5 min read · ~4 pages · Grade level 11.5 · Accepted 2025-01-23 07:17:45
Key Financial Figures
- $435,000 — y Mr. Vellines an annual base salary of $435,000 for fiscal year 2026. For fiscal year 2
- $304,500 — ing Officer – Precoat Metals $435,000 $304,500 $435,000 Mr. Vellines will continue
- $435,000 M — r – Precoat Metals $435,000 $304,500 $435,000 Mr. Vellines will continue to participate
Filing Documents
- azz-20250116.htm (8-K) — 41KB
- azzcso_cooxpressrelease.htm (EX-99.1) — 10KB
- image_0.jpg (GRAPHIC) — 12KB
- 0000008947-25-000016.txt ( ) — 196KB
- azz-20250116.xsd (EX-101.SCH) — 2KB
- azz-20250116_lab.xml (EX-101.LAB) — 23KB
- azz-20250116_pre.xml (EX-101.PRE) — 13KB
- azz-20250116_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 January 16, 2025, the Board of Directors (the " Board ") of AZZ Inc. (the " Company ") appointed Jeff Vellines, 50, as President and Chief Operating Officer of the Company's Precoat Metals business segment to be effective as of March 1, 2025 (the " Effective Date "). Mr. Vellines has served as President — Precoat Metals of the Company since March 2024 and previously served as Senior Vice President, Commercial Operations — Precoat Metals from November 2021 to March 2024. Prior to joining the Company, Mr. Vellines served as Vice President, Sales — Precoat Metals, formerly a division of Sequa Corporation. He holds a B.A. in Communications from the University of Illinois, and a M.B.A. from Northwestern's Kellogg School of Management. In his position as President and Chief Operating Officer of Precoat Metals, beginning on the Effective Date the Company will pay Mr. Vellines an annual base salary of $435,000 for fiscal year 2026. For fiscal year 2026, he will have the opportunity to earn an annual cash incentive award under the Company's Senior Management Bonus Plan (the " STI Plan "), with a target amount of 70% of his annual base salary upon the achievement of certain individual and Company performance metrics. Mr. Vellines will also receive fiscal year 2026 annual equity target awards based upon 100% of his annual base salary, consisting of: (i) 50% performance share units (" PSUs ") that vest and are settled at the end of a three-year performance cycle based upon the achievement of pre-determined performance metrics relative to the Company's industry peer performance, and (ii) 50% restricted stock units (" RSUs ") that vest one-third each year, subject to continued employment, both of which will be issued under the Company's 2023 Long-Term Incentive Plan (the " 2023 LTI Plan "). Name Position FY2026 B
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On January 23, 2025, the Company issued a press release announcing these changes in executive leadership, a copy of which is furnished as Exhibit 99.1 hereto. Such press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that Section unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is filed as part of this report. Exhibit Description 99.1 Press release issued by AZZ Inc., dated January 23, 2025. 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: January 23, 2025 By: /s/ Tara D. Mackey Tara D. Mackey Chief Legal Officer and Secretary