apog-20230512
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to § 240.14a-12

Apogee Enterprises, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11







2.jpg
4400 West 78th Street, Suite 520
Minneapolis, Minnesota 55435
Notice of 2023
Annual Meeting
of Shareholders
Wednesday, June 21, 2023
8:00 a.m. Central Time
The 2023 Annual Meeting of Shareholders of Apogee Enterprises, Inc. (the “Annual Meeting”) will be held at 8:00 a.m. Central Time on Wednesday, June 21, 2023. In order to expand access to the Annual Meeting we are hosting a virtual-only meeting. It is our goal to approximate an in-person experience for our shareholders. You may attend the virtual meeting and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/APOG2023.
The purpose of the Annual Meeting is to consider and take action on the following:
1.Election of three Class I directors for terms expiring at our 2026 Annual Meeting of Shareholders;
2.Advisory vote to approve Apogee’s executive compensation;
3.Advisory vote on the frequency of the advisory vote on executive compensation;
4.Advisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 2, 2024; and
5.Transaction of such other business as may properly be brought before the Annual Meeting.
The Board of Directors has fixed the close of business on April 24, 2023, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. Your vote is important. Whether or not you plan to attend the virtual meeting, you are encouraged to vote your shares as soon as possible pursuant to the instructions in the Notice of Internet Availability of Proxy Materials and in the accompanying Proxy Statement.
By Order of the Board of Directors,
3.jpg
Meghan M. Elliott
Vice President, General Counsel and Secretary
Minneapolis, Minnesota
May 12, 2023
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to be held on June 21, 2023: Our 2023 Proxy Statement and our Fiscal 2023 Annual Report
to Shareholders are available at www.proxyvote.com.



TABLE OF CONTENTS
Notice of 2023 Annual Meeting of Shareholders
Proxy Statement Summary
Security Ownership of Certain Beneficial Owners
Security Ownership of Directors and Management
Proposal 1: Election of Directors
Corporate Governance
Corporate Governance Resources
Code of Business Ethics and Conduct
Communications with Our Board of Directors
Director Independence
Board Leadership Structure
Criteria for Membership on Our Board of Directors
Procedure for Evaluating Director Nominees
Board Diversity Matrix
Board Refreshment and Retirement Policy
Stock Ownership Guidelines for Non-Employee Directors
Board Meetings and 2022 Annual Meeting of Shareholders
Board Committee Responsibilities, Meetings and Membership
Risk Oversight by Our Board of Directors
Sustainability and Human Capital
Certain Relationships and Related Transactions
Non-Employee Director Compensation
Non-Employee Director Compensation Arrangements During Fiscal 2023
Annual Equity Awards
Charitable Matching Contributions Program for Non-Employee Directors
Fiscal 2023 Non-Employee Director Compensation Table
Executive Compensation
Compensation Committee Report
Compensation Discussion and Analysis
Executive Stock Ownership Guidelines
Anti-Hedging and Anti-Pledging Policies
Clawback Policy
Compensation Risk Analysis
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Non-Qualified Deferred Compensation
Potential Payments Upon Termination or Following a Change-in-Control
Payments Made Upon Termination Without Cause or For Good Reason
CEO Pay Ratio Disclosure
Proposal 2: Advisory Approval of Apogee’s Executive Compensation
Proposal 3: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation Plan
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm
ii


Audit Committee Report
Fees Paid to Independent Registered Public Accounting Firm
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
Frequently Asked Questions
Who is entitled to vote at the meeting?
What are my voting rights?
How many shares must be present to hold the meeting?
How can I attend the meeting?
What am I voting on, what vote is required to approve each proposal and how does the Board recommend I vote?
How can I ask questions during the Annual Meeting?
How do I cast my vote?
How do I vote if my shares are held in the 401(k) Retirement Plan, Employee Stock Purchase Plan or other plans of Apogee?
What does it mean if I receive more than one proxy card?
Who will count the vote?
What if I do not specify how I want my shares voted?
Can I change my vote after submitting my proxy or voting instructions?
How can I get a copy of the Company’s 2023 Annual Report on Form 10-K?
How do I get electronic access to the proxy materials?
What is a proxy?
What is the difference between a shareholder of record and a “street name” holder?
Who pays for the cost of proxy preparation and solicitation?
How can I recommend or nominate a director candidate?
How can I present a proposal at the 2024 Annual Meeting of Shareholders?
iii


Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider; you should read the entire Proxy Statement carefully before voting.
2023 Annual Meeting of Shareholders
1.jpg
Date and Time
Wednesday, June 21, 2023,
at 8:00 a.m. Central Time
2.jpg
Location
www.virtualshareholdermeeting.com/APOG2023
3.jpg
Mailing Date
May 12, 2023
4.jpg
Record Date
April 24, 2023

Items of Business
ItemBoard’s
Recommendation
Details
Proposal 1: Election of three Class I directors for terms expiring at our 2026 Annual Meeting of Shareholders
FOR, each
Director Nominee
page 12
Proposal 2: Advisory vote to approve Apogee's executive compensation
FOR
page 72
Proposal 3: Advisory vote on the frequency of the advisory vote on executive compensation
FOR
page 74
Proposal 4: Advisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 2, 2024
FOR
page 75
1


Fiscal 2023 Financial Results
We are a leader in the design and development of value-added glass and metal products and services for enclosing commercial buildings and framing and displays. Our four reporting segments are: Architectural Framing Systems, Architectural Glass, Architectural Services and Large-Scale Optical.
Summary of Fiscal 2023 Financial Results
Net Sales
We had revenue of $1.44 billion compared to $1.31 billion in fiscal 2022, an increase of 9.6%.
Earnings
We had earnings per diluted share of $4.64 compared to $0.14 in fiscal 2022.
Financial Performance
Company operating income was $125.8 million compared to $22.0 million in fiscal 2022.
Architectural Framing Systems operating income was $81.9 million compared to $38.1 million in fiscal 2022.
Architectural Glass operating income was $28.6 million compared to $1.8 million in fiscal 2022.
Company operating margin was 8.7% compared to operating margin of 1.7% in fiscal 2022.
Net cash provided by Company operating activities in fiscal 2023 was $102.7 million, compared to $100.5 million in fiscal 2022.
Shareholder Return
We repurchased 1,571,139 shares of our common stock during fiscal 2023 at a total cost of $74.3 million.
We paid dividends totaling $19.7 million during fiscal 2023 and increased our quarterly cash dividend 9% to $0.24 per share during the fourth quarter of fiscal 2023, our tenth consecutive year with a dividend increase.
We delivered annualized total shareholder return (TSR) of 2.87%, 2.99% and 7.48% over the past one-year, five-years and ten-years, respectively.
2


Executive Compensation Program
Our compensation programs are designed to attract, motivate and retain executive talent to achieve success in both the short- and long-term for our Company; pay for sustainable performance in an ever-changing environment; and align the interests of our executive officers with our shareholders. We continue to refine our executive compensation program to reflect changes in our business strategy and evolving executive compensation practices.
Executive Compensation Highlights
We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short- and long-term incentive plans that have multiple financial performance metrics.
We annually disclose Company performance against the established performance metrics for our annual cash incentive in our proxy statement.
Our long-term incentive compensation program consists of restricted stock awards that vest over three years and performance awards with overlapping three-year performance periods that vest based on our three-year average return on invested capital (“ROIC”) and that settle 50% in shares and 50% in cash. (ROIC is a non-GAAP measure. See discussion of non-GAAP financial measures on page 35.)
We deliver a significant portion of potential total compensation to our executive officers in the form of equity.
We have stock ownership guidelines for our Chief Executive Officer that require an ownership level of five times his annual base salary, three times their annual salary for our Chief Financial Officer, and two times their annual salaries for corporate executive officers and segment presidents, including Messrs. Dobler, Jewell and Longman. All of our Named Executive Officers are still within the applicable grace period for achieving these ownership levels.
We have a “clawback” policy that applies to executive performance-based incentive compensation awards and that will be updated upon the adoption of related Nasdaq listing standards.
We have a hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities. We also have an anti-pledging policy that prohibits executive officers and directors of the Company from, directly or indirectly, pledging, hypothecating, or otherwise encumbering shares of the Company’s common stock as collateral for indebtedness. None of our executive officers have pledged any shares of our common stock as security or collateral on a personal loan.
Our “double-trigger” change-in-control agreements do not provide for any excise tax “gross-ups,” and we do not provide any tax “gross-ups” on any benefits for our executive officers.
Fiscal 2023 Executive Compensation Actions
Base Salaries. For fiscal 2023, the Committee awarded a base salary increase of 5.00% to Mr. Silberhorn, our Chief Executive Officer. Among our Other Named Executive Officers, Messrs. Dobler, Jewell and Gupta received base salary increases ranging from 1.43% to 2.54%, and Mr. Longman received an increase of 6.75%. See “Fiscal 2023 Individual Compensation Actions” beginning on page 42 for a discussion of factors considered in establishing base salaries and subsequent increases.
Annual Cash Incentive Payouts. Our annual cash incentive awards are designed to reward achievement of financial goals established in our annual operating plan. For Messrs. Silberhorn and Dobler, the fiscal 2023 annual cash incentive paid out at 196.64% of target and for Messrs. Jewell and Longman, the fiscal 2023 annual cash incentive paid out at 200.00% and 179.12% of target,
3


respectively. Because of Mr. Gupta's departure from the Company effective August 1, 2022, he received no payout of the annual incentive. See “Fiscal 2023 Annual Cash Incentive Payouts” beginning on page 44 for a discussion of the metrics, goals and amounts paid to our Named Executive Officers for our annual cash incentive awards in fiscal 2023.
Long-Term Incentive Awards. Our long-term incentive program for our Other Named Executive Officers is comprised of: (i) 50% time-based restricted stock awards that vest ratably over three years; and (ii) 50% performance awards with a three-year performance period, which settle 50% in cash and 50% in stock and are paid out based on the Company’s three-year average ROIC during the performance period. Mr. Silberhorn’s long-term incentive awards in fiscal 2023 consisted of 40% time-based restricted stock and 60% as a performance award pursuant to the terms of his employment agreement. In fiscal 2023, Mr. Silberhorn received a restricted stock award valued at $839,991 and a performance award with a target payout of $1,259,993 and Messrs. Dobler, Jewell, Longman and Gupta received stock awards with values ranging from $230,036 to $399,740 and performance awards with target payouts ranging from $241,809 to $399,769. Because of Mr. Gupta's departure from the Company effective August 1, 2022, his fiscal 2023 awards were forfeited in their entirety. See “Long-Term Incentive Compensation” beginning on page 46 for additional information about our long-term incentive program and fiscal 2023 awards.

Mr. Augdahl, our Interim Chief Financial Officer, did not participate in our executive compensation program. He received a base salary increase of 3.05% for fiscal 2023, an annual cash incentive payout of $193,453, and a long-term incentive award of time-based restricted stock with a grant date fair value of $54,075 consistent with the terms of the compensation program for his Vice President, Finance position that he held before becoming Interim Chief Financial Officer. In consideration for his service as our Interim Chief Financial Officer for the period from August 1, 2022 through April 27, 2023, Mr. Augdahl received a cash bonus of $250,000 and a restricted stock award with a grant date fair value of $150,020 after the end of fiscal 2023. The restricted stock award vests over three years in equal annual installments on the anniversaries of the grant date. These awards adjusted Mr. Augdahl's compensation so that it would be competitive with a chief financial officer's total compensation but prorated for his partial year of service in that position.



4


Board Composition and Diversity Highlights
The composition of our Board of Directors features a majority of independent directors and a diversity of background, skills and experiences that facilitate effective oversight and enrich Board deliberations on strategic planning, operations, risk management and other critical topics, as illustrated below and by the “Board Diversity Matrix” on page 22.
Director Independence
5675
8 of 9 Directors
Independent
Tenure Balance
5708
7 of 9 Directors
5 or Fewer Years of Tenure

Diversity
5757
3 of 9 Female and
2 of 9 Racially Diverse
5


Board Skills Matrix
Each member of our Board of Directors brings a diversity of skills and experiences to their service on our Board. The following matrix highlights the key skills and experiences, demographics, and range of tenure for our Directors as of April 24, 2023. This matrix is intended as a summary and is not an exhaustive list of each Director's qualifications for Board service, which are described in greater detail in their biographies beginning on page 13.
Board Skills Matrix
Christina
M.
Alvord
Frank
G.
Heard
Lloyd
E.
Johnson
Elizabeth
M.
Lilly
Donald
A.
Nolan
Herbert
K.
Parker
Mark
A.
Pompa
Ty
R.
Silberhorn
Patricia
K.
Wagner
Executive
Leadership
üüüüüüüü
Business
Operations
üüüüüü
Strategy
Development
and Execution
üüüüüüüüü
Portfolio
Management /
Mergers and
Acquisitions
üüüüüüüüü
Financial
Management
üüüüüüüüü
Enterprise Risk
Management
üüüüüüüü
Construction
and Building
Products
Experience
üüüüü
Public
Company
Board
Experience
(other than
Apogee)
üüüüü
Cybersecurity üü
Tenure (years)335395427
6


Active Shareholder Engagement Program
Shareholder engagement is a key part of our commitment to good governance. We regularly engage with our shareholders to discuss our business and to gain insights on the issues that are most important to them. In fiscal 2023, we continued our shareholder engagement practices, utilizing a combination of in-person and virtual meeting formats to stay connected with our shareholders. During the fiscal year, members of our management team participated in several virtual and in-person investor conferences and met with investors in numerous other virtual meetings and conference calls. The feedback from our engagement with investors is regularly shared with our Board of Directors.

Cautionary statement of forward-looking information

This Proxy Statement contains certain statements regarding our strategic plan and our environmental, social and governance (“ESG”) initiatives, including goals and commitments. Such statements are not guarantees or promises that such goals or commitments will be met, and they will continue to evolve and develop. Strategic, ESG and other statements contained in this Proxy Statement may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act, including statements about our future financial performance, business and initiatives, which may evolve over time. We use words such as “aims,” “anticipates,” “believes,” “commits,” “expects,” “intends,” “plans,” “strives,” “will,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations, plans or forecasts, are not guarantees of future results or performance, involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and often beyond our control and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements. You should not place undue reliance on any forward-looking statements and should consider the uncertainties and risks discussed in our most recent Annual Report on Form 10-K and subsequent SEC filings. We undertake no obligation to update or revise any forward-looking statements.

Certain sections of this Proxy Statement reference or refer you to materials posted on our website, www.apog.com. These materials and our website are not incorporated by reference in, and are not part of this Proxy Statement.
7


Security Ownership of Certain Beneficial Owners
The following table sets forth information concerning beneficial ownership of our common stock outstanding as of April 24, 2023, by persons known to us to own more than 5% of our common stock. Unless otherwise indicated, the named holders have sole voting and investment power with respect to the shares beneficially owned by them. As of April 24, 2023, there were 22,285,412 shares of common stock outstanding.
Name and Address of
Beneficial Owner
Amount and Nature
of Beneficial
Ownership (#)
Percent of Class (%)
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
3,830,029
(1)
17.19
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
2,910,291
(2)
13.06
Barrow Hanley Global Investors
2200 Ross Avenue, 31st Floor
Dallas, TX 75201-2761
1,124,817
(3)
5.05
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
1,399,821
(4)
6.28
State Street Corporation
1 Lincoln Street
Boston, MA 02111
1,122,376
(5)
5.04
___________________________
(1)We have relied upon the information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G/A filed on January 26, 2023, and reporting information as of December 31, 2022. The Schedule 13G/A was filed by BlackRock in its capacity as a parent holding company or control person and indicates that BlackRock has sole investment power over 3,830,029 shares and sole voting power over 3,794,465 shares. BlackRock Fund Advisors, a subsidiary of BlackRock, beneficially owns 5% or greater of the outstanding shares of the security class reported on the Schedule 13G/A.
(2)We have relied upon the information provided by The Vanguard Group, Inc., an investment advisor (“Vanguard”), in a Schedule 13G/A filed on February 9, 2023, and reporting information as of December 31, 2022. Of the shares reported, Vanguard has sole investment power over 2,849,447 shares, shared investment power over 37,746 shares, and shared voting power over 60,844 shares.
(3)We have relied upon the information provided by Barrow Hanley Global Investors (“Barrow”), in a Schedule 13G filed on February 14, 2023, and reporting information as of December 31, 2022. Of the shares reported, Barrow has sole investment power over 1,124,817 shares, sole voting power over 1,116,482 shares and shared voting power over 8,335 shares.
(4)We have relied upon the information provided by Dimensional Fund Advisors LP (“Dimensional Advisors”) in a Schedule 13G/A filed on February 10, 2023, and reporting information as of December 31, 2022. Dimensional Advisors furnishes investment advice to four investment companies and serves as investment manager or sub-adviser to certain other commingled funds, group trusts, and separate accounts (such investment companies, trusts, and accounts are collectively referred to as the “Funds”). Subsidiaries of Dimensional Advisors may act as advisors or sub-advisor to certain Funds. All of the 1,399,821 shares listed are owned by the Funds. In its role as an investment advisor, sub-advisor and/or manager, Dimensional Advisors or its subsidiaries (collectively “Dimensional”) may possess sole investment power over 1,399,821 shares and sole voting power over 1,371,979 shares held by the Funds. The Funds have the right to receive, or power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in their respective accounts. In its role as an investment advisor, sub-advisor and/or manager, Dimensional may be deemed to be a beneficial owner of the shares; however, Dimensional disclaims beneficial ownership of such shares. To the
8


knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities.
(5)We have relied upon the information provided by State Street Corporation (“State Street”) in a Schedule 13G filed on February 8, 2023, and reporting information as of December 31, 2022. Of the shares reported, State Street has shared investment power over 1,122,376 shares and shared voting power over 749,153 shares. All of the 1,122,376 shares are beneficially owned by one or more subsidiaries of State Street Corporation, the parent holding company, that beneficially owns the issuer`s securities.
9


Security Ownership of Directors and Management
Except as otherwise noted, the following table sets forth the number of shares of our common stock beneficially owned as of April 24, 2023, by each of our directors, each of our executive officers named in the Summary Compensation Table (our “Named Executive Officers”) and by all of our current directors and executive officers as a group. As of April 24, 2023, there were 22,285,412 shares of common stock outstanding.
Name of Beneficial Owner
Amount and
Nature
of Beneficial
Ownership (#)(1)(2)
Percent
of Class
(%)
Non-Employee Directors
Christina M. Alvord 9,113*
Frank G. Heard 3,742
(3)
*
Lloyd E. Johnson 26,860
(4)
*
Elizabeth M. Lilly 11,886*
Donald A. Nolan 8,047*
Herbert K. Parker21,955*
Mark A. Pompa*
Patricia K. Wagner 20,321*
Named Executive Officers

Ty R. Silberhorn100,917*
Mark R. Augdahl 11,916*
Curtis J. Dobler 37,464*
Brent C. Jewell 34,619
(5)
*
Nick C. Longman 16,972*
Nisheet Gupta 17,462
(6)
*
All directors and executive officers as a group (16 persons)(7)
430,0282%
___________________________
*Indicates less than 1%.
(1)Unless otherwise indicated, the individuals listed in the table have sole voting and investment power with respect to the shares owned by them, and such shares are not subject to any pledge.
(2)For our non-employee directors, the number indicated includes the following shares of restricted stock issued to the named individual pursuant to our 2009 Non-Employee Director Stock Incentive Plan, as amended (2014) (the “2009 Director Stock Plan”) and 2019 Non-Employee Director Stock Plan (the “2019 Director Stock Plan”).
DirectorShares of Restricted Stock
Christina M. Alvord 3,454
Frank G. Heard
Lloyd E. Johnson
Elizabeth M. Lilly 6,227
Donald A. Nolan 1,814
Herbert K. Parker 6,227
Mark A. Pompa
Patricia K. Wagner 6,227
All directors and executive officers as a group (16 persons)
221,383
10


All shares of restricted stock held pursuant to our 2009 Director Stock Plan and 2019 Director Stock Plan are subject to future vesting conditions, and holders of such shares have no investment power over such shares.
For our executive officers, the number of shares indicated includes the following shares issued to the named individual pursuant to our 2019 Stock Incentive Plan, as amended and restated (2021) (the “2019 Stock Incentive Plan”), our Employee Stock Purchase Plan, and our 401(k) Retirement Plan.
Named Executive OfficersShares of Restricted StockShares Held in Employee
Stock Purchase Plan and
401(k) Retirement Plan
Ty R. Silberhorn84,7491,066
Mark R. Augdahl7,690
Curtis J. Dobler21,058 306
Brent C. Jewell23,803
Nick C. Longman15,885
Nisheet Gupta
All directors and executive officers as a group (16 persons)
221,3834,448
All shares of restricted stock held pursuant to our 2019 Stock Incentive Plan are subject to future vesting conditions, and the holders of such shares have no investment power over such shares.
(3)Includes 924 shares that Mr. Heard has the right to acquire upon vesting of Restricted Stock Units within 60 days of April 24, 2023.
(4)Includes 24,260 shares held by the Johnson Family Trust for which Mr. L. Johnson serves as trustee and 2,600 shares held by Mr. L. Johnson’s individual retirement account.
(5)Includes 10,816 shares held in a revocable living trust for which Mr. Jewell and his spouse serve as co-trustees with shared voting and investment power.
(6)On July 19, 2022, Mr. Gupta tendered his resignation as Chief Financial Officer of the Company effective August 1, 2022. Mr. Gupta's ownership reflects beneficial ownership as of June 30, 2022, as reported in the Form 4 filed by Mr. Gupta on July 5, 2022, excluding forfeited restricted stock awards.
(7)Includes all directors and executive officers of the Company serving in such capacity as of April 24, 2023.
11


Proposal 1: Election of Directors
Our Articles provide that our Board of Directors will be divided into three classes of directors of as nearly equal size as possible and the term of each class of directors is three years. The term of one class expires each year in rotation. Currently, we have nine directors, with three directors serving in each class. At our Annual Meeting, the terms of our three Class I directors will expire.
Lloyd E. Johnson, Donald A. Nolan and Patricia K. Wagner have been nominated for re-election to our Board as Class I directors. Class I directors elected at the Annual Meeting will serve until our 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Each of the nominees has agreed to serve as a director, if elected.
If any of the nominees becomes unable or unwilling to serve as a director prior to the Annual Meeting, proxies will be voted for a substitute nominee or nominees designated by the Board. Alternatively, at the Board’s discretion, the proxies may be voted for a fewer number of nominees.
Information about the background and qualifications of the Board nominees for election at the Annual Meeting and the directors continuing to serve after the Annual Meeting who are not subject to re-election at the Annual Meeting is provided below.
Board Recommendation
Our Board of Directors recommends that you vote FOR the three Class I director nominees. Unless a contrary instruction is indicated on the proxy, proxies will be voted FOR the election of the three Class I director nominees.
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Class I Director Nominee – Term Expiring in 2026
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Lloyd E. Johnson
Age: 69
Director since: 2017
Independent
Audit Committee Financial Expert

Apogee Committees:
Audit, Chair

Public Directorships:
Haemonetics
(2021 – Present)
Beazer Homes
(2021 – Present)
VSE Corporation
     (2022 – Present)
Mr. L. Johnson was the Global Managing Director, Finance and Internal Audit of Accenture Corporation, a global management consulting and professional services firm providing strategy, consulting, digital technology and operations services, from 2004 to 2015. Prior to joining Accenture Corporation, he served as Executive Director, M&A and General Auditor for Delphi Automotive PLC, a vehicle components manufacturer, from 1999 to 2004. From 1997 to 1999, he served as Corporate Vice President, Finance and Chief Audit Executive for Emerson Electric Corporation, a diversified global manufacturing company serving industrial, commercial and consumer markets. Earlier in his career, he held senior finance leadership roles at Sara Lee Knit Products, a division of Sara Lee Corporation; Shaw Food Industries, a privately-held food service supply company; and Harper, Wiggins & Johnson, CPA, a regional accounting firm. Mr. L. Johnson began his career with Coopers & Lybrand, a global accounting firm that became part of PricewaterhouseCoopers, a global accounting firm.
Skills & Qualifications:
Executive Leadership
Public Accounting and Audit, Retired CPA
Financial Management
Business Operations
Enterprise Risk Management
Mergers and Acquisitions
International Business
Information Technology, including Cybersecurity
Leadership Development
Executive Compensation
Corporate Governance
Industrial Commercial and Consumer Markets
Public Company Board Experience
13


Class I Director Nominee – Term Expiring in 2026 (Continued)
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Donald A. Nolan
Age: 62
Director since: 2013
Independent
Independent Chair
since January 2020

Apogee Committees:
Ad hoc Member – all Board Committees
Mr. Nolan served as President and Chief Executive Officer of Kennametal Inc., a global industrial technology leader, present in over 60 countries, manufacturing tooling and wear-resistant solutions for customers in the aerospace, energy, and transportation industries from 2014 to 2016. Previously, Mr. Nolan was President of the Materials Group for Avery Dennison Corporation from 2008 to 2014, a global leader in packaging solutions. Prior to joining Avery Dennison Corporation, he served on the executive team at Valspar, a global leader in paint and coatings, as Senior Vice President, leading the Global Packaging and Refinish Coatings businesses. Before joining Valspar, he held leadership positions of increasing responsibility with Loctite, General Electric and Ashland Chemical. Mr. Nolan is also active in private equity, serving on several private company boards.
Skills & Qualifications:
Executive Leadership
Business Operations
Strategy Development and Execution
Marketing and Sales
Financial Management
International Business
Mergers and Acquisitions
Enterprise Risk Management
Leadership Development
Corporate Governance
Executive Compensation
Public and Private Company Board Experience

14


Class I Director Nominee – Term Expiring in 2026 (Continued)
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Patricia K. Wagner
Age: 60
Director since: 2016
Independent
 
Apogee Committees:
Compensation, Chair
Nominating and Corporate Governance
 
Public Directorships:
California Water Services Group
(2019 – Present)
Primoris Services Corporation
(2020 – Present)
Southern California Gas Company
(2017 - 2019)
Ms. Wagner retired from Sempra Energy, a Fortune 500 energy services holding company, in 2019, after 24 years of service with Sempra Energy Companies. She served as Group President of U.S. Utilities, overseeing San Diego Gas & Electric, Southern California Gas Company (“SoCalGas”) and Sempra Energy’s investment in Oncor Electric Delivery Company LLC, from 2018 to 2019. She has served in several leadership positions for the Sempra Energy family of companies, including Chief Executive Officer of SoCalGas from 2017 to 2018; Executive Vice President of Sempra Energy in 2016; President and Chief Executive Officer of Sempra U.S. Gas & Power from 2014 to 2016; and other leadership positions for the Sempra Energy family of companies from 1995 to 2014. Prior to joining Sempra Energy, Ms. Wagner held management positions at Fluor Daniel, an engineering, procurement, construction and maintenance services company. Earlier in her career, Ms. Wagner held positions at McGaw Laboratories and Allergan Pharmaceuticals.
Skills & Qualifications:
Executive Leadership
Business Operations
Financial Management
Accounting and Audit
Strategy Development and Execution
Energy Industry
Enterprise Risk Management
Information Technology, including Cybersecurity
Mergers and Acquisitions
Regulatory Compliance
Leadership Development
Executive Compensation
Corporate Governance
Public Company Board Experience

15


Class II Directors – Terms Expiring in 2024
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Christina M. Alvord
Age: 56
Director since: 2020
Independent

 
Apogee Committees:
Audit
Nominating and Corporate Governance
 
Public Directorships:
Albany International Corp.
(2022 – Present)
Piedmont Lithium (2022 – Present)
Ms. Alvord served as President, Central Division of Vulcan Materials Company, a producer of construction aggregates and aggregates-based construction materials and member of the S&P 500 Index from 2019 until 2021. She joined Vulcan in 2016 and served as President of the Southern & Gulf Coast Division from 2017 to 2019 and Vice President, Performance Management from 2016 to 2017. Ms. Alvord held various executive management positions with GE Aviation, including General Manager of Engine Component Repair from 2012 to 2015 and General Manager of Turbine Airfoils Center of Excellence from 2010 to 2012; Government Relations Executive from 2009 to 2010; President of GE Aviation-Unison Industries from 2005 to 2009; and President of GE Aviation-Middle River Aircraft Systems from 2003 to 2005. Earlier in her career, Ms. Alvord held management positions in the GE Corporation Initiatives Group and McKinsey Company, Inc.
Skills & Qualifications:
Executive Leadership
Manufacturing Operations
Business Operations
Mergers and Acquisitions
Financial Management
Enterprise Risk Management
Construction Industry
Strategy Development and Execution
Leadership Development
16


Class II Directors – Terms Expiring in 2024 (continued)
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Herbert K. Parker
Age: 65
Director since: 2018
Independent
 
Apogee Committees:
Nominating and Corporate Governance, Chair
Compensation
 
Public Directorships:
TriMas Corporation (2015 – Present)
nVent Electric PLC
(2018 – Present)
American Axle & Manufacturing Holdings, Inc.
(2018 – Present)
Mr. Parker is the retired Executive Vice President - Operational Excellence of Harman International Industries, Inc., a worldwide leader in the development, manufacture, and marketing of high quality, high-fidelity audio products, lighting solutions, and electronic systems. He joined Harman International in June 2008 as Executive Vice President and Chief Financial Officer and served in that capacity to 2015. He served as Executive Vice President - Operational Excellence from 2015 to 2017. Prior to joining Harman International Industries, Inc., Mr. Parker served in various senior financial positions with ABB Ltd. (known as ABB Group), a global power and technology company, from 1980 to 2006, including as the Chief Financial Officer of the Global Automation Division from 2002 to 2005 and the Americas Region from 2006 to 2008.
Skills & Qualifications:
Executive Leadership
Accounting and Audit
Financial and Asset Management
Mergers and Acquisitions
Investor Relations
Property and Asset Acquisition and Management
Operations
Enterprise Risk Management
Leadership Development
Sarbanes-Oxley Compliance
International Business
Corporate Governance
Public Company Board Experience
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Ty R. Silberhorn
Age: 55
Director since: 2021
Not Independent
Chief Executive Officer and President
 
Apogee Committees:
N/A
Mr. Silberhorn has served as our Chief Executive Officer and President since January 2021. Prior to joining our Company, he served for over twenty years in various roles for 3M, a diversified global manufacturer and technology company, most recently as Senior Vice President of 3M’s Transformation, Technology and Services from 2019 to 2020. Prior to this position, and since 2001, he held several 3M global business unit leadership roles, serving as Vice President and General Manager for divisions within Safety & Industrial, Transportation & Electronics, and Consumer business groups.
Skills & Qualifications:
Executive Leadership and Talent Management
Financial Management
Business Operations
Strategy Development and Execution
Building Products Industry
Portfolio Management
Capital Allocation
Global Operations
Enterprise Risk Management
17


Class III Directors – Terms Expiring in 2025
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Frank G. Heard
Age: 64
Director since: 2020
Independent
Audit Committee Financial Expert
 
Apogee Committees:
Audit
Nominating and Corporate Governance
 
Public Directorships:
Gibraltar Industries, Inc.
(2015 – 2020)
Mr. Heard served as Chief Executive Officer of Gibraltar Industries, Inc., a leading manufacturer and distributor of building products for the renewable energy, conservation, residential, industrial and infrastructure markets, from 2015 to 2019. He served as a director at Gibraltar Industries from 2015 to 2020, including as Vice Chair of the Board from 2019 to 2020. Prior to joining Gibraltar Industries in 2014 as President and Chief Operating Officer, he served as President of the Building Components Group, a division of Illinois Tool Works, Inc., from 2008 to 2013 and in various executive management roles for Illinois Tool Works from 1990 to 2008.
Skills & Qualifications:
Executive Leadership and Talent Management
Investor Relations
Public Company Board Experience
Financial Management
Business Operations
Strategy Development and Execution
Building Products Industry
Portfolio Management
Global Operations
Capital Allocation
Enterprise Risk Management
https://cdn.kscope.io/77ab91e023b70fc3e4b33552eba263f9-g357367g16x55.jpg
 
Elizabeth M. Lilly
Age: 60
Director since: 2020
Independent
 
Apogee Committees:
Audit
Compensation

Ms. Lilly has served as Chief Investment Officer and Executive Vice President for The Pohlad Companies, a privately-owned business based in Minneapolis, Minnesota that holds a diverse group of businesses and business interests, since 2018. She oversees the public and private investments for the Pohlad family and provides leadership and management of the investment team of The Pohlad Companies. Ms. Lilly has over 30 years in portfolio and investment management experience. She founded Crocus Hill Partners, a small capitalization portfolio firm, in 2017 and served as its President from 2017 to 2018. She served as Senior Vice President and Portfolio Manager for Gabelli Asset Management from 2002 to 2017. She was a co-founder of Woodland Partners, LLC in 1997 and served as Managing Director from 1997 to 2002, when the firm was acquired by Gabelli Asset Management. Earlier in her career, Ms. Lilly served in various portfolio management and analyst positions for First Asset Management, Fund American Companies and Goldman, Sachs and Company.
Skills & Qualifications:
Executive Leadership
Financial Management
Portfolio Management
Asset Management
Leadership Development
Financial Markets
Capital Allocations
18


Class III Directors – Terms Expiring in 2025 (continued)
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Mark A. Pompa
Age: 58
Director since: 2018
Independent
Audit Committee Financial Expert
 
Apogee Committees:
Audit
Compensation
Mr. Pompa has served as the Executive Vice President and Chief Financial Officer of EMCOR Group, Inc., a Fortune 500 leader in electrical and mechanical construction services, industrial and energy infrastructure and building services, since 2006. Previously, he was Senior Vice President and Chief Accounting Officer of EMCOR from 2003 to 2006 and Treasurer from 2003 to 2007. He joined EMCOR in 1994, serving as Vice President and Controller until 2003. Prior to joining EMCOR, Mr. Pompa was an Audit and Business Advisory Manager at Arthur Andersen LLP.
Skills & Qualifications:
Executive Leadership
Financial Management
Accounting and Audit
Non-residential Construction Industry
Business Operations
Mergers and Acquisitions
Investor Relations
Strategy Development and Execution
Enterprise Risk Management
Leadership Development
Executive Compensation


19


Corporate Governance
Our Board is committed to high standards of corporate governance and ethical business conduct. The following corporate governance resources reflect this commitment and provide a framework within which directors and management operate the business.
Corporate Governance Resources
Information related to our corporate governance is available on our website at www.apog.com by clicking on “Investors,” selecting “Governance” and then selecting the applicable document or information. This information includes:
Board and Committee Composition
Board Committee Charters
Our Code of Business Ethics and Conduct, including our Code of Conduct Hotline
How to Contact the Board
Our Corporate Governance Guidelines
Our Restated Articles of Incorporation, as amended
Our Amended and Restated By-laws
Our Conflict Minerals Policy and related resources
Information relating to our management team is also available on our website at www.apog.com by clicking on “About Us” and then selecting “Leadership.”
Code of Business Ethics and Conduct
Our Board of Directors has adopted our Code of Business Ethics and Conduct (our “Code of Conduct”), which is a statement of our high standards for ethical behavior and legal compliance. All of our employees and all members of our Board of Directors are required to comply with our Code of Conduct. For employees suspecting a violation of our Code of Conduct, we maintain an independent hotline available 24/7 that allows both anonymous and confidential reporting.
Corporate Governance Guidelines
Our Corporate Governance Guidelines outline the role, composition, qualifications, operation and other policies applicable to our Board of Directors and are revised as necessary to reflect evolving corporate governance practices.
Communications with Our Board of Directors
Our stakeholders may communicate directly with our Board of Directors, our Independent Chair or any other specified individual director in writing by (i) sending a letter addressed to Apogee Directors, Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, Minnesota 55435, or (ii) sending an email to Directors@apog.com. Substantive communications, such as corporate governance matters or potential issues relating to accounting, internal controls or other auditing matters, are forwarded by our General Counsel to the relevant director(s) as appropriate. Communications not requiring the substantive attention of our Board, such as employment inquiries, sales solicitations, donation requests, questions about our products, and other such matters, are handled directly by our management team.
20


Director Independence
Under our Corporate Governance Guidelines, a substantial majority of the directors on our Board, and all members of our Audit, Compensation, and Nominating and Corporate Governance Committees (collectively, the “Committees”) must be independent. Each year, in accordance with Nasdaq rules, our Board of Directors affirmatively determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted, which include all elements of independence set forth in the Nasdaq listing standards and applicable SEC rules.
Our Nominating and Corporate Governance Committee reviewed the applicable legal standards for Board member and Committee member independence and reported on its review to our Board of Directors. Based on this review, our Board of Directors has determined that the following non-employee directors are independent and have no material relationship with the Company except serving as a director and holding shares of our common stock: Christina M. Alvord, Frank G. Heard, Lloyd E. Johnson, Elizabeth M. Lilly, Donald A. Nolan, Herbert K. Parker, Mark A. Pompa and Patricia K. Wagner. Our Board of Directors has determined that Ty R. Silberhorn is not independent because he serves as an officer of the Company.
Board Leadership Structure
Mr. Nolan has served as our Independent Chair since January 2020. The Independent Chair of our Board chairs our annual meeting of shareholders, the meetings of our Board of Directors and executive sessions of our independent directors. In addition, the Independent Chair of our Board, in consultation with our Chief Executive Officer, establishes the agenda for each meeting of our Board of Directors. The Independent Chair also attends Committee meetings as an ad hoc member, participates in discussions but does not vote on Committee matters, and serves as the primary liaison between the senior management team and the Board. The Board believes that having an Independent Chair provides independent leadership on the Board and enables our Chief Executive Officer to focus his time and energy on development of strategy, operational improvements and leadership of the management and employee teams. The Board believes that this division of responsibilities serves the Board, the Company and our shareholders well.
The Board recognizes that there are circumstances when combining the Chair and CEO roles may be appropriate, such as for an interim period when either leader becomes incapacitated, or in the course of Chair or CEO transitions.
Criteria for Membership on Our Board of Directors
Director candidates should possess the highest personal and professional ethics, integrity and values; be committed to representing the long-term interests of our stakeholders; have an inquisitive and objective perspective, practical wisdom and mature judgment; and be willing to challenge management in a constructive manner. Our Board of Directors strives for membership that is diverse in gender, race, ethnicity, age, geographic location, and business skills and experience at policy-making levels. In addition, director candidates must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serving on our Board of Directors for an extended period of time.
Procedure for Evaluating Director Nominees
Our Nominating and Corporate Governance Committee’s procedure for reviewing the qualifications of all nominees for membership on our Board of Directors includes making a preliminary assessment of each proposed nominee, based upon resume and biographical information, willingness to serve and other background information, business experience and leadership skills. Our Board believes that its membership should reflect a diversity of experience, skills, geography, gender, race and ethnicity, and invites directors to annually self-identify certain diversity characteristics that may inform their perspectives and contributions to the Board. The Committee considers each of these factors when evaluating our Board composition, and it considers these factors on an ongoing basis as it identifies and evaluates director candidates. All director candidates who continue in the process are then interviewed by members of our Nominating and Corporate Governance Committee and other current directors. Our Nominating and Corporate Governance Committee makes recommendations to our Board of Directors for inclusion in the slate of director nominees at a meeting of shareholders, or for appointment by our Board of Directors to fill a vacancy. Prior to recommending a director to stand for re-election for another term, our Nominating and Corporate Governance Committee applies its director
21


candidate selection criteria, including a director’s past contributions to our Board of Directors, effectiveness as a director and desire to continue to serve as a director.
Board Diversity Matrix
The table below provides self-identified diversity statistics for our Board members as of April 24, 2023 and April 25, 2022. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).
Board Diversity Matrix (As of April 24, 2023 and April 25, 2022)
Total Number of Directors
9
FemaleMaleNon-
Binary
Did Not
Disclose
Gender
2023/2022
2023/2022
2023/2022
2023/2022
Part I: Gender Identity
Directors
3/3
6/6
–/–
–/–
Part II: Demographic Background
African American or Black
–/–
2/2
–/–
–/–
White
3/3
4/4
–/–
–/–
LGBTQ+
–/–
Did Not Disclose Demographic Background
1/1
Board Refreshment and Retirement Policy
Our Company has an active board refreshment program. As a mechanism to encourage director refreshment, our Board of Directors has established a policy that no individual may stand for election to our Board after their 72nd birthday, unless otherwise approved by a majority of our directors.
Since June 2017, seven new directors have joined our Board: Lloyd E. Johnson in fiscal 2018, Herbert K. Parker and Mark A. Pompa in fiscal 2019; Christina M. Alvord, Frank G. Heard and Elizabeth M. Lilly in fiscal 2020 and Ty R. Silberhorn in fiscal 2021.
Stock Ownership Guidelines for Non-Employee Directors
Our Board of Directors has established director stock ownership guidelines that encourage share ownership by our directors in an amount having a market value equal to three times the annual Board retainer to be achieved within five years of first being elected as a director. For fiscal 2023, the annual Board retainer was $65,000. In calculating share ownership of our non-employee directors, we include shares of restricted stock, restricted stock units and deferred restricted stock units issued pursuant to our 2009 Director Stock Plan, 2019 Director Stock Plan and phantom stock units issued pursuant to our Deferred Compensation Plan for Non-Employee Directors. Shares are valued based on the average closing price of our common stock for the most recently completed fiscal year. As of February 24, 2023, the last trading day of fiscal 2023, all of our non-employee directors exceeded our stock ownership guidelines.
Board Meetings and 2023 Annual Meeting of Shareholders
During fiscal 2023, our Board of Directors met six times and our non-employee directors met in executive session without our Chief Executive Officer or any other members of management being present at each meeting. Each of our directors attended at least 75% of the regularly scheduled and special meetings of our Board of Directors and our Committees on which they served that were held during the time they were a director during fiscal 2023.
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All members of our Board of Directors are expected to attend our annual meeting of shareholders, and the members of our Board of Directors who continued to serve on our Board after our 2022 Annual Meeting of Shareholders attended such meeting via the virtual meeting platform.
Board Committee Responsibilities, Meetings and Membership
We currently have three standing Committees: Audit, Compensation, and Nominating and Corporate Governance. Each Committee operates under a written charter that is available on our website at www.apog.com by clicking on “Investors” and selecting “Governance” and then clicking on the applicable Board Committee. Each Committee member meets the applicable independence and experience requirements of the Nasdaq listing standards and the SEC for the Committees on which they serve. While our Committees are responsible for various aspects of our environmental, social and governance ("ESG") program, currently our full Board oversees the Company's strategies and material initiatives relating to corporate responsibility, including ESG matters and climate-related risk.
Board CommitteeResponsibilities
AUDIT COMMITTEE
All Members Independent
This Committee has oversight responsibilities for our independent registered public accounting firm.
Messrs. L. Johnson, Heard and Pompa are “audit committee financial experts” under the rules of the SEC.
Directly responsible for the appointment, compensation, retention, termination, evaluation and oversight of the work of, and ascertaining the independence of, the independent registered public accounting firm.
Oversees our system of financial controls, internal audit procedures and internal audit function.
Oversees our program to ensure compliance with legal and regulatory requirements and ethical business practices.
Assesses and establishes policies and procedures to manage our financial reporting and internal control risk.
Establishes policies and procedures for the pre-approval of all services by our independent registered public accounting firm.
Establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters.
COMPENSATION
COMMITTEE
All Members Independent
This Committee administers our executive compensation program.
Each member is a “non-employee” director, as defined in the Exchange Act.
Establishes our executive compensation philosophy and compensation programs that comply with this philosophy.
Evaluates the Chief Executive Officer’s performance in light of approved goals and objectives and recommends to the Board for its approval the Chief Executive Officer’s compensation, including base salary, annual incentive compensation and long-term incentive compensation.
Determines the compensation of our executive officers (other than the Chief Executive Officer) and other members of senior management.
Responsible for annual assessment of the risk associated with our compensation programs, policies and practices.
Administers our 2009 Stock Incentive Plan and 2019 Stock Incentive Plan in which our employees participate.
Administers our annual cash and long-term incentive plans for executive officers and other members of senior management.
Directly responsible for the appointment, compensation, retention and oversight of the independent compensation consultant.
Reviews and reports to the Board on the Company's initiatives with respect to, and the risks associated with, human capital management matters, including diversity, equity and inclusion.

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Board CommitteeResponsibilities
NOMINATING AND
CORPORATE
GOVERNANCE COMMITTEE
All Members Independent
This Committee identifies and evaluates Board candidates and oversees our corporate governance practices.
Develops a Board succession plan and establishes and implements procedures to review the qualifications for membership on our Board of Directors, including nominees recommended by shareholders.
Assesses our compliance with our Corporate Governance Guidelines.
Reviews our organizational structure and senior management succession plans.
Makes recommendations to our Board of Directors regarding the composition and responsibilities of our Committees and compensation for directors.
Administers an annual performance review of our Committees, Board of Directors as a whole and our directors whose terms are expiring.
Administers an annual review of the performance of our Chief Executive Officer, which includes soliciting assessments from all non-employee directors.
Administers our 2009 Director Stock Plan, 2019 Director Stock Plan, Deferred Compensation Plan for Non-Employee Directors, and 2021 Deferred Compensation Plan for Non-Employee Directors in which our non-employee directors participate.
The table below provides current membership and fiscal 2023 meeting information for each of our Committees.
NameAudit
Committee
Compensation
Committee
Nominating and
Corporate
Governance
Committee
Christina M. AlvordMM
Frank G. HeardM/FEM
Lloyd E. JohnsonC/FE
Elizabeth M. LillyMM
Donald A. NolanAd hocAd hocAd hoc
Herbert K. ParkerMC
Mark A. PompaM/FEM
Patricia K. Wagner

CM
Fiscal 2023 Meetings7
5
4
C = Committee Chair  M = Committee Member  FE = Audit Committee Financial Expert
Risk Oversight by Our Board of Directors and Management
Committee Roles in Risk Management
Our Board of Directors oversees our enterprise risk management processes, focusing on our business, strategic, financial, operational, information technology, cybersecurity and overall enterprise risk. Our Board determined that oversight of our Company’s strategy and overall enterprise risk management program is more effective when performed by the full Board, utilizing the skills and experiences of all Board members. In
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addition, our Board of Directors executes its overall responsibility for risk management through its Committees as follows:
Our Audit Committee has primary responsibility for risk management relating to the reliability of our financial reporting processes, system of internal controls and corporate compliance program. Our Audit Committee receives quarterly reports from management, our independent registered public accounting firm and internal audit partner regarding our financial reporting processes, internal controls and public filings. It also receives quarterly updates from management regarding Code of Conduct matters, litigation and legal claims, and other compliance matters.
Our Compensation Committee, with assistance from its independent compensation consultant, oversees risk management associated with our compensation programs, policies and practices with respect to both executive compensation and compensation in general, and reviews human capital management matters including diversity, equity and inclusion.
Our Nominating and Corporate Governance Committee oversees risk management associated with succession planning, non-employee director compensation, overall Board of Directors and Board Committee performance, and corporate governance practices.
Management's Role in Risk Management
The Company's Enterprise Risk Management committee, or ERM, assists us in achieving our business objectives by creating a systematic approach to anticipate, analyze and review material risks. The ERM committee meets with the Company's executives and senior leaders, and presents to the Board at least twice per year on the probability, potential impact and timeframe of impact of the identified risks.
Cybersecurity Risk Management
Our full Board oversees the Company’s cybersecurity risk management with regular reports to the Board both on cybersecurity risks facing the Company and the systems management has implemented to identify and manage those risks. At least twice per year, and more frequently if necessary, our Chief Information Officer updates our Board on the Company’s information technology and cyber risk profile and the steps taken by management to mitigate those risks. The Company employs external advisors to assist with cybersecurity risk assessments, including external network penetration testing, cyber event preparedness exercises, and with developing risk mitigation strategies.
We have a robust information technology and cybersecurity training program for our online employees, including mandatory computer-based training, ongoing employee testing to evaluate the effectiveness of our cybersecurity program and regular internal training and awareness communications. As part of our training program, we require our employees to complete an online cybersecurity awareness course each year. In addition, we have an ongoing phishing and social engineering awareness program that is designed to simulate real-world threats, and which provides prompt feedback to employees and management to identify employees who need additional training. We also maintain cybersecurity insurance of the types and amounts that we believe to be commercially prudent based on our risk profile.
Sustainability and Human Capital
At Apogee, our Core Values are the foundation of our culture, and they are reflected in our commitment to environmental sustainability and to developing our employees to their full potential.
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https://cdn.kscope.io/77ab91e023b70fc3e4b33552eba263f9-Try.jpg

Additional information related to our sustainability efforts, human capital management and environmental responsibility efforts is available on our website at www.apog.com by clicking “Sustainability.”
Sustainability Focus
As a leading provider of architectural products and services, we are committed to integrating sustainable business practices and environmental stewardship throughout our business. Our Company-wide commitment to sustainable business practices is focused on delivering long-term profitable growth, while carefully stewarding the resources entrusted to us and delivering products and services that address our customers’ increasing focus on energy efficiency and reducing their carbon footprint.
During fiscal 2023, we made significant progress to advance our sustainability efforts. We conducted a materiality assessment to help identify sustainability-related topics and issues that are most important to our business and stakeholders, both internal and external. The results from our materiality assessment, factors from our industry and business environment, as well as guidance from our Board of Directors, helped to shape our sustainability strategy.
Our Sustainability Strategy
The key areas of focus for Apogee's Sustainability Strategy are:
Environment
We understand our responsibility to protect the environment and be responsible stewards of the resources entrusted to us. Through our Apogee Management System ("AMS") we will continually focus on incorporating environmentally sustainable manufacturing processes, eliminating waste, and minimizing our resource consumption. To further our efforts, we are planning to calculate our Scope 1 and Scope 2 greenhouse gas emissions and are committed to disclosing our baseline greenhouse gas inventory in fiscal 2024. We have policies at each facility to ensure compliance with applicable environmental laws and regulations.
We are also sharing best practices across our locations, including waste reduction and recycling programs that will divert hundreds of tons of materials from the waste stream each year. Our facility and operations teams will continually seek innovative ways to reduce our environmental impact, including installing energy-efficient LED lighting, reducing resource consumption and waste, and utilizing reusable shipping containers.
Our People
At Apogee, we understand that our Company is only as strong as our people. We will continually focus on strengthening our team, ensuring we have the talent and skills across our organization to consistently deliver the innovative products, technical expertise, and dependable customer service that sets us apart. For additional information on our health, wellness, safety, and diversity, equity and inclusion initiatives see our "Human Capital Resources" section below.
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We also strive to make a difference in the communities where we operate. Apogee has a long legacy of giving back to the communities where we do business through volunteerism, donations and financial support. We will continue to work to strengthen the communities where we operate by investing in our business and creating good jobs.
Governance
We recognize that sound oversight is critical to our ability to effectively plan and execute our long-term goals. As outlined in our Corporate Governance Guidelines, our Board of Directors, directly and through its Committees, has overall responsibility for the Company's risk oversight as well as corporate responsibility, including environmental, social, and governance matters and climate-related risk. The Board's Compensation Committee provides oversight of our human capital management matters, including diversity, equity and inclusion. The full Board of Directors is updated on our sustainability initiatives and strategy at least two times per year. We have established an internal Sustainability Committee that is comprised of a cross-functional group of leaders from our Human Resources, Legal, Operations, Procurement, and Investor Relations team. The Sustainability Committee regularly updates our executive leadership team.
Human Capital Resources
Our commitment to sustainability begins with our people. We will continually focus on strengthening our team to ensure that we have the capabilities in place to consistently deliver for our customers. Apogee has an enterprise-wide talent management program in place to hire, train, and develop a diverse team of employees and leaders. We are also committed to our employees’ safety and wellness, with a robust workplace safety program, comprehensive benefit packages, and wellness initiatives to promote healthy lifestyles.
Competition for qualified employees in the markets and industries in which we operate is intense, and the success of our Company depends on our ability to attract, select, develop and retain a productive and engaged workforce. Investing in our employees and their well-being, offering competitive compensation and benefits, promoting diversity and inclusion, and adopting positive human capital management practices are critical components of our corporate strategy.
Health, Wellness and Safety
The safety of our employees is integral to our Company. Providing a safe and secure work environment is one of our highest priorities and we devote significant time and resources to workplace safety. Our safety programs are designed to comply with stringent regulatory requirements and to meet or exceed best practices in our industry. This commitment requires focus and dedication to fundamental aspects of our business to minimize the risk of accidents, injury, and exposure to health hazards.
In fiscal 2023, we began an enterprise-wide health and safety program to build centralized oversight and actively share policies and procedures built from the best practices across our businesses. The Apogee Safety Council meets regularly to review facility-level performance, maintain policies, and provide short and long-term plans to meet our goal of achieving an accident incident rate of zero.
We will continue to utilize a safety culture assessment process along with safety compliance audits to monitor safety programs within our businesses. These annual assessments and audits provide suggestions for continuous improvement in safety programs and measure employee engagement. In addition, the programs encourage the development of a proactive, inter dependent safety culture in which leadership and employees interact to ensure safety is viewed as everyone’s responsibility. Each of our facilities has an emergency response and preparedness plan and procedure in place. Our executive leadership and Board of Directors are briefed regularly on our safety performance metrics.
We offer comprehensive health and wellness programs for our employees. In addition to standard health programs including medical insurance and preventive care, we have a variety of resources available to employees relating to physical and mental wellness. We also regularly conduct employee engagement surveys at each of our businesses, to hear directly from our employees on what we are doing well and where they may need additional support.
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Diversity, Equity and Inclusion
Our diversity, equity and inclusion program promotes a workplace where each employee’s abilities are recognized, respected, and utilized to further the Company’s goals. Our aim is to create an environment where people feel included as a part of a team because of their diversity of outlooks, perspectives, and characteristics and have an equal opportunity to add value to our Company. We strive to create a culture of inclusion, reduce bias in our talent practices, and invest in and engage with our communities. We conduct diversity and Code of Conduct trainings with employees and managers annually to define our expectations on creating an inclusive and diverse workplace, where all individuals feel respected and part of a team regardless of their race, national origin, ethnicity, gender, age, religion, disability, sexual orientation or gender identity.
Talent Management and Development
Our talent management program is focused on developing employees and leaders to meet the Company’s evolving needs. Employees are able to track and manage their growth through a performance management system and managers actively engage with their employees to provide coaching and feedback, identify training and development opportunities to improve performance in the employee’s current role, and to position the employee for future growth. Training and development opportunities include new-hire training, job specific training, stretch assignments, and safety training. The Company also offers leadership development opportunities, such as our Apogee Leadership Program, along with technical training for engineers, designers and sales staff. In addition, the Company offers an education assistance program in which certain eligible employees receive tuition reimbursement to help defray the costs associated with their continuing education. Our executive leadership and Human Resources teams regularly conduct talent reviews and succession planning to assist with meeting critical talent and leadership needs.
Certain Relationships and Related Transactions
We have established written policies and procedures (the “Related Person Transactions Policy”) to assist us in reviewing transactions in excess of $120,000 involving our Company and our subsidiaries and Related Persons (“Related Persons Transactions”). A Related Person includes our Company’s directors, director nominees, executive officers and beneficial owners of 5% or more of our Company’s common stock and their respective Immediate Family Members (as defined in our Related Person Transactions Policy). Our Related Person Transactions Policy supplements our Code of Business Ethics and Conduct Conflict of Interest Policy, which applies to all of our employees and directors.
Our Related Person Transactions Policy requires any Related Person Transaction to be promptly reported to the Chair of our Nominating and Corporate Governance Committee. In approving, ratifying or rejecting a Related Person Transaction, our Nominating and Corporate Governance Committee will consider such information as it deems important to determine if the Related Person Transaction is fair to our Company. Our Conflict of Interest Policy requires our employees and directors to report to our General Counsel any potential conflict of interest situations involving any employee or director, or their Immediate Family Members. During fiscal 2023, there were no Related Party Transactions involving a Related Person, as defined in the policy.
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Non-Employee Director Compensation
Non-Employee Director Compensation Arrangements During Fiscal 2023
We structure director compensation to attract and retain qualified non-employee directors and to further align the interests of directors with the interests of our shareholders.
Our Board of Directors approves the compensation for members of our Board of Directors and Committees based on the recommendations of our Nominating and Corporate Governance Committee. We target compensation for service on our Board of Directors and Committees generally at the 50th percentile for board service at companies in our peer group of companies, using the same peer group used for executive compensation purposes. Generally, our Nominating and Corporate Governance Committee reviews and discusses the compensation data and analysis provided by management with reference to a third-party compensation database. Our Chief Executive Officer participates in the discussions on compensation for members of our Board of Directors. Directors who are employees receive no additional compensation for serving on our Board of Directors.
The following table describes the compensation arrangements with our non-employee directors as of the end of fiscal 2023.
Compensation
Fiscal 2023
Annual Cash Retainers:
Independent Chair of the Board
$135,000 
Board Member
65,000 
Audit Committee Chair
30,000 
Audit Committee Member
15,000 
Compensation Committee Chair
25,000 
Compensation Committee Member
10,000 
Nominating and Corporate Governance Committee Chair
25,000 
Nominating and Corporate Governance Committee Member
10,000 
Annual Equity Grant Board of Directors Chair 135,000 
(1)
Annual Equity Grant105,000 
(1)
Charitable Matching Contributions Program
$2,000 maximum aggregate annual match
_________________
(1)On June 22, 2022, we granted a restricted stock award of 3,565 shares to Mr. Nolan, having a value of approximately $135,000 on the date of grant, 2,773 shares to each other non-employee director having a value of approximately $105,000 on the date of grant. The awards vest over three years in equal annual installments on the anniversaries of the grant date. See “Fiscal 2023 Non-Employee Director Compensation Table” beginning on page 31 for additional details.
Annual Equity Awards
Annual equity awards to non-employee directors, which may be restricted stock or restricted stock units, are issued pursuant to our 2019 Director Stock Plan. Each non-employee director receives a prorated award on or about the date they are first elected to our Board and annually on or about the date of our annual meeting of shareholders if their term continues after such meeting. The dollar value of the award is determined by our Board of Directors in June of each year, after recommendation by our Nominating and Corporate Governance Committee and in consideration of various factors, including market data and trends. We target the equity-based compensation received by non-employee directors at approximately the 50th percentile of our peer group of companies. Equity awards generally vest in three equal annual installments over a three-year vesting period. Upon issuance of restricted stock, each holder is entitled to the rights of a shareholder, including the right to vote the shares of restricted stock. Generally, we issue restricted stock unit awards (instead of restricted stock awards) to our non-employee directors who are not residents of the United States. For awards made pursuant to our 2019 Director Stock Plan, dividends or other distributions (whether cash, stock or otherwise) will accrue
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during the vesting period and will be paid only upon vesting. Awards will be forfeited upon the termination of a director’s service, unless the director is terminated by the Company due to retirement, death or disability, in which case restricted stock will accelerate and vest. If a change-in-control (as defined in the 2019 Director Stock Plan) occurs, any award shall vest immediately.
Director Deferred Compensation Arrangements
Deferral of Equity Awards
In lieu of receiving a restricted stock award, non-employee directors have the option to receive a deferred restricted stock unit award, pursuant to the Restricted Stock Deferral Program adopted by our Board under our 2019 Director Stock Plan. By electing to receive a deferred restricted stock unit award, a director can defer receipt of all or a portion of any award. Each non-employee director who receives a deferred restricted stock unit award in lieu of an award receives a credit of shares of our common stock in an amount equal to the number of shares or units they would have received pursuant to the award. The account is also credited, as of the crediting date, with an amount equal to the dividend paid on one share of our common stock multiplied by the number of shares or units credited to each account. Non-employee directors receiving a deferred restricted stock unit award may elect to receive the amounts credited to their account at a fixed date, at age 70, or following death or retirement from our Board of Directors. The deferred restricted stock unit awards and related accumulated dividends are paid out in the form of shares of our common stock (plus cash in lieu of fractional shares) either in a lump sum or in installments, at the participating director’s election. This is an unfunded book-entry plan and no trust or other vehicle has been established to hold any shares of our common stock.
Deferral of Cash Retainers
Under our prior Deferred Compensation Plan for Non-Employee Directors, which was in effect through December 31, 2021, participants could elect to defer all or a portion of their annual cash retainer into deferred stock accounts. There was no Company match on amounts deferred by our non-employee directors under such plan. Each participating director received a credit of shares of our common stock in an amount equal to the amount of annual cash retainer deferred divided by the fair market value of one share of our common stock as of the crediting date. These accounts also were credited, as of the crediting date, with an amount equal to the dividend paid on one share of our common stock multiplied by the number of shares credited to each account. Participating directors may elect to receive the amounts credited to their accounts at a fixed date, at age 70, or following death or retirement from our Board of Directors. The deferred amounts are paid out in the form of shares of our common stock (plus cash in lieu of fractional shares) either in a lump sum or in installments, at the participating director’s election. This plan is an unfunded, book-entry, “phantom stock unit” plan, as no trust or other vehicle has been established to hold any shares of our common stock.
Effective as of January 1, 2022, non-employee directors could elect to defer all or a portion of their annual cash retainer into the 2021 Deferred Compensation Plan for Non-Employee Directors. Under this plan, we credit a participant’s plan account with earnings based on the participant’s investment allocation among a menu of hypothetical investment fund options. An Apogee common stock fund is not one of the investment options available under this plan. Participants may elect to receive the amounts credited to their accounts at a fixed date or following retirement from our Board of Directors. Like the prior plan, all amounts paid under this plan are paid from our general assets and are subject to the claims of our creditors. The material terms of this plan are otherwise comparable to those of the prior plan.
Charitable Matching Contributions Program for Non-Employee Directors
Under our Charitable Matching Contributions Program for Non-Employee Directors, we match cash or publicly-traded stock contributions made by our non-employee directors to approved charitable organizations that are exempt from federal income tax up to a maximum aggregate amount of $2,000 per eligible non-employee director per calendar year.
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Fiscal 2023 Non-Employee Director Compensation Table
The following table shows the compensation paid to our non-employee directors for fiscal 2023.
Name
Fees Earned or
Paid in Cash ($)(1)
Stock
Awards ($)(2)
All Other
Compensation ($)(3)
Total ($)
Christina M. Alvord90,000105,014
7,173
202,187
Frank G. Heard90,000105,0140195,014
Lloyd E. Johnson95,000105,014
16,021
216,035
Elizabeth M. Lilly88,333105,014
6,163
199,510
Donald A. Nolan135,000135,007
27,851
297,858
Herbert K. Parker100,000105,014
7,790
212,804
Mark A. Pompa90,000105,014
22,227
217,241
Patricia K. Wagner96,667105,014
5,579
207,260
___________________________
(1)Includes cash retainers, including any retainers deferred by non-employee directors under our 2021 Deferred Compensation Plan for Non-Employee Directors. During fiscal 2023, Messrs. Nolan and Pompa were our only non-employee directors to defer all or a portion of their annual cash retainer pursuant to our 2021 Deferred Compensation Plan for Non-Employee Directors.
(2)The amounts in this column are calculated based on the fair market value of our common stock on the date the award was made in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). On June 22, 2022, Mr. Nolan and each of our non-employee directors received a restricted stock award or restricted stock unit award or, if a director elected to defer receipt of all or a portion of their restricted stock award, a deferred restricted stock unit award, of 3,565 shares in the case of Mr. Nolan, and 2,773 shares to all other non-employee directors. The closing price of our common stock on the Nasdaq Global Select Market on June 22, 2022, the date of grant, was $37.87. The table below sets forth certain information with respect to the aggregate number of shares of unvested restricted stock, restricted stock units, and deferred restricted stock units, including shares from dividends credited to the account, held by our non-employee directors as of February 25, 2023, the last day of fiscal 2023.
Name
Aggregate
Number of Shares
of Restricted
Stock (#)
Aggregate
Number of
Deferred
Restricted Stock
Units (#)
Aggregate Number
of Restricted Stock
Units (#)
Christina M. Alvord
3,454
  2,802
0
Frank G. Heard 00
   6,227
Lloyd E. Johnson 0
16,377
0
Elizabeth M. Lilly
6,227
00
Donald A. Nolan
1,814
30,005
0
Herbert K. Parker
6,227
00
Mark A. Pompa 0
25,565
0
Patricia K. Wagner
6,227
00
(3)This column includes dividends and dividend equivalents paid or accrued on shares of restricted stock and deferred restricted stock unit awards issued pursuant to our 2009 Director Stock Plan; dividends and dividend equivalents accrued on shares of restricted stock, restricted stock units and deferred restricted stock units, issued pursuant to our 2019 Director Stock Plan; dividend equivalents paid on phantom stock units issued pursuant to our Deferred Compensation Plan for Non-Employee Directors; and matching contributions pursuant to our Charitable Matching Contributions Program for Non-Employee Directors.
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The table below sets forth the amounts contributed or paid by the Company for our non-employee directors pursuant to such plans with respect to fiscal 2023.
Name
Dividends
Paid or
Accrued
on Shares
of
Restricted
Stock
($)
Dividend
Equivalents
Paid or
Accrued on
Deferred
Restricted
Stock Units
($)
Dividend
Equivalents
Paid on
Phantom
Stock Units
($)
Matching
Contributions
under our
Charitable
Matching
Contributions
Program for
Non-
Employee
Directors
($)
Total
All Other
Compen-
sation
($)
Christina M. Alvord3,7771,8961,5007,173
Frank G. Heard
Lloyd E. Johnson14,0212,00016,021
Elizabeth M. Lilly5,6635006,163
Donald A. Nolan1,83217,1688,85127,851
Herbert K. Parker5,7902,0007,790
Mark A. Pompa13,8248,40322,227
Patricia K. Wagner5,7905,790
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Executive Compensation
Compensation Committee Report
Our Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis section with management and the Committee’s independent compensation consultant. Based on its review and discussions with management, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2023 Proxy Statement and Annual Report on Form 10-K for the fiscal year ended February 25, 2023.
Compensation Committee of the
Board of Directors of Apogee
Patricia K. Wagner, Chair
Elizabeth M. Lilly
Herbert K. Parker
Mark A. Pompa
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes Apogee’s executive compensation program for fiscal 2023, and certain elements of the fiscal 2024 program. In particular, this section explains how our Compensation Committee (the “Committee”) made decisions related to compensation for our Named Executive Officers for fiscal 2023.
Our Named Executive Officers for fiscal 2023 were:
Ty R. Silberhorn, Chief Executive Officer and President
Mark R. Augdahl, Vice President, Finance and Interim Chief Financial Officer, effective August 1, 2022
Curtis J. Dobler, Executive Vice President and Chief Human Resources Officer
Brent C. Jewell, President, Architectural Framing Systems segment
Nick C. Longman, President, Architectural Glass segment
Nisheet Gupta, Former Executive Vice President and Chief Financial Officer, who left the Company effective August 1, 2022
Messrs. Dobler, Jewell, Longman and Gupta are collectively referred to as our “Other Named Executive Officers” in this Compensation Discussion and Analysis section.
Executive Summary
About Apogee. Our Company is a leading provider of architectural products and services for enclosing buildings, and high-performance glass and acrylic products used to protect, preserve and enhance the viewing of objects and displays. We have four reporting segments, with three of the segments serving the commercial construction market. In fiscal 2023, we had net revenue of approximately $1.44 billion.
Our Strategy.
In fiscal 2022, we conducted a holistic strategic review of our business and the markets we serve. This review included extensive input from customers and industry influencers, along with detailed competitive benchmarking. We analyzed our portfolio of products, services, and capabilities to identify the best areas for future growth. We also evaluated our operating model to ensure we have the organizational structure and capabilities needed to deliver consistent profitable growth. Through this work, we validated the Company’s
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strengths that we can leverage as we move forward. We also identified several challenges facing the Company and opportunities for improved performance.
ARCHITECTURAL
FRAMING SYSTEMS
Designs, engineers,
fabricates and
finishes aluminum
window, curtainwall,
storefront and
entrance systems
LARGE-SCALE OPTICAL
Manufactures high
performance glazing
products for the
custom picture
framing, museum and
technical glass markets
2144
Percentage of
FY23 net sales
of $1.44 billion
ARCHITECTURAL
GLASS
A single-source
resource for high-
performance
architectural glass
products
ARCHITECTURAL
SERVICES
One of the largest U.S.
full-service building
glass and curtainwall
installation
companies
Following this review, we established a new enterprise strategy, with three key elements:
1.Become the economic leader in our target markets. We will achieve this by developing a deep understanding of our target markets and aligning our businesses with clear go-to-market strategies to drive value for our customers through differentiated product and service offerings. We will also build a relentless focus on operational execution, driving productivity improvements, and maintaining a competitive cost structure, so that we may bring more value to our customers and improve our own profitability.
2.Actively manage our portfolio to drive higher margins and returns. We intend to shift our business mix toward higher operating margins offerings and improve our return on invested capital performance. We will accomplish this by allocating resources to grow our top performing businesses, actively addressing underperforming businesses, and investing to add new differentiated product and service offerings to accelerate our growth.
3.Strengthen our core capabilities. We are shifting from our historical, decentralized operating model, to one with center-led functional expertise that enables us to leverage the scale of the enterprise to better support the needs of the business. We are establishing a Company-wide operating system with common tools and processes that are based on the foundation of Lean and Continuous Improvement. This will be supported by a robust talent management program and a commitment to strong governance to ensure compliance and drive sustainable performance.
We plan to continue to execute this strategy over the next several years. To measure our progress, we have established three consolidated enterprise financial targets, which we expect to achieve by the end of fiscal 2025:
Return on Invested Capital (“ROIC”) greater than 12 percent;
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operating margin greater than 10 percent; and
revenue growth greater than 1.2 times the overall non-residential construction market.
In fiscal 2023, we made significant progress toward these financial targets through the execution of our strategy. We advanced our Lean and Continuous Improvement initiatives, which resulted in meaningful productivity improvements, particularly in Architectural Glass. We increased our focus on differentiated products and services, and effectively managed pricing to share in the value we delivered for our customers. We integrated the Sotawall business into the Architectural Services segment, in order to create a single, unified offering for larger custom curtainwall projects. We advanced several initiatives to strengthen our core capabilities, driving the standardization of key business processes and systems. We also relaunched our talent development and leadership training programs and added key talent across the organization.
Use of Non-GAAP Financial Measures
The following measures are not calculated in accordance with generally accepted accounting principles ("GAAP"). These non-GAAP measures should be viewed in addition to, and not as an alternative to, the reported financial results of the Company in accordance with GAAP. Other companies may calculate these measures differently from us, thereby limiting the usefulness of the measures for comparison with others.
ROIC is a non-GAAP financial measure that we define as operating income (adjusted for certain items that are unusual in nature or whose fluctuations from period to period do not necessarily correspond to changes in the operations of the company) after tax, divided by average invested capital. We believe this measure is useful in understanding operational performance and capital allocation over time.
Adjusted EBIT is a non-GAAP financial measure that we define as operating income plus other non-operating income (expense) (adjusted for certain items that are unusual in nature or whose fluctuations from period to period do not necessarily correspond to changes in the operations of the company). We believe this measure is useful in understanding operational profitability over time.


35


Our Fiscal 2023 Performance. In fiscal 2023, we continued to execute our new strategic direction focusing on three pillars: working to become the economic leader in our target markets; actively managing our portfolio; and strengthening our core capabilities.
Summary of Fiscal 2023 Financial Results
Net Sales
We had revenue of $1.44 billion compared to $1.31 billion in fiscal 2022, an increase of 9.6%.
Earnings
We had earnings per diluted share of $4.64 compared to $0.14 in fiscal 2022.
Financial Performance
Company operating income was $125.8 million compared to $22.0 million in fiscal 2022.
Architectural Framing Systems operating income was $81.9 million compared to $38.1 million in fiscal 2022.
Architectural Glass operating income was $28.6 million compared to $1.8 million in fiscal 2022.
Company operating margin was 8.7% compared to operating margin of 1.7% in fiscal 2022.
Net cash provided by Company operating activities in fiscal 2023 was $102.7 million, compared to $100.5 million in fiscal 2022.
Shareholder Return
We repurchased 1,571,139 shares of our common stock during fiscal 2023 at a total cost of $74.3 million.
We paid dividends totaling $19.7 million during fiscal 2023 and increased our quarterly cash dividend 9% to $0.24 per share during the fourth quarter of fiscal 2023, our tenth consecutive year with a dividend increase.
We delivered annualized total shareholder return (TSR) of 2.87%, 2.99% and 7.48% over the past one-year, five-years and ten-years, respectively.
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Executive Compensation Philosophy and Practices. Our compensation programs are designed to attract, motivate and retain executive talent to achieve success in both the short-term and long-term for our Company; pay for sustainable performance in an ever-changing environment; and align the interests of our executive officers with our shareholders. We continue to refine our executive compensation program to reflect changes in our business strategy and evolving executive compensation practices.
Our Executive
Compensation Practices:
(What We Do)
Beginning
on
Page
Executive Compensation Practices
We Have Not Implemented
or Have Discontinued:
(What We Don’t Do)
Beginning on
Page
We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short-term and long-term incentive plans.
Other than an employment agreement with Mr. Silberhorn and an offer letter with Mr. Gupta when they were hired, we do not have employment contracts for our Named Executive Officers.
We review “tally sheets” and realizable pay and performance for our Named Executive Officers and use that information as a factor in making compensation decisions.
We do not pay annual incentive compensation if our Company is not profitable for the year.
We mitigate undue compensation risk by utilizing caps on potential payments, multiple financial performance metrics, and different metrics for our annual cash incentives and long-term performance awards, as well as having robust Board and Board Committee processes to identify and manage risk.We do not believe any of our Company’s compensation programs create risks that are reasonably likely to have a material adverse effect on our Company.
We have change-in-control severance agreements with all of our Named Executive Officers that provide benefits only upon a “double trigger.”We do not provide for excise tax “gross-ups” or “single triggers” in our change-in-control severance agreements.
We have adopted share ownership guidelines, and we review compliance annually.
We do not reprice underwater stock options or stock appreciation rights.
We evaluate share utilization by annually reviewing overhang and burn rates.We do not pay dividends during the restricted periods on unvested equity awards made pursuant to our 2019 Stock Incentive Plan.
The Committee benefits from its utilization of a compensation consulting firm that fully meets the stringent independence requirements under the final rules of the Dodd-Frank Act.The Compensation Committee affirmatively concludes that its compensation consultant is independent on an annual basis.
We have a clawback policy that applies to our Named Executive Officers and certain other executives, which will be updated once the related Nasdaq listing standards have been adopted.We do not provide tax reimbursement or tax “gross-ups” on any perquisites.
We have an anti-hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities and an anti-pledging policy that prohibits executive officers and directors from pledging our shares as collateral for indebtedness.
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Our Executive Compensation Program. Total compensation for our executive officers includes a mix of short-term and long-term incentive compensation, and fixed and performance-based compensation. The charts below illustrate the fiscal 2023 target mix of short-term and long-term incentives, and fixed and performance-based compensation, for Mr. Silberhorn and our Other Named Executive Officers. This information is used by the Committee as a guideline in making compensation awards for our Named Executive Officers.
Fiscal 2023 Target Compensation Mix
Chief Executive Officer
Short
Term
44%
22%
Salary
22%
Annual Cash Incentive at Target
Long
Term
56%
22%
Restricted Stock Award
34%
Performance Awards
7743
Fiscal 2023 Target Compensation Mix
Average - Other Named Executive Officers
Short
Term
56%
34%
Base Salary
22%
Annual Cash Incentive at Target
Long
Term
44%
22%
Restricted Stock Award
22%
Performance Awards
7749
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The Role of Shareholder Vote on Say on Pay Proposal. Our Company provides our shareholders with the opportunity to cast an advisory vote on our Say on Pay Proposal annually. At our Company’s 2022 Annual Meeting of Shareholders held on June 22, 2022, 95.65% of the votes cast on the Say on Pay Proposal were voted in favor of ratification of the proposal. The Committee did not make any changes to its programs in response to this vote. The Committee will consider the outcome of our Company’s Say on Pay Proposal when making future compensation decisions.
Highlights of Fiscal 2023 Compensation Actions. The following section highlights the Committee’s key compensation decisions for fiscal 2023. These decisions were made after the Committee reviewed compensation data provided by its independent compensation consultant.
Base Salaries. For fiscal 2023, Mr. Silberhorn, our Chief Executive Officer received a base salary increase of 5.0%. Among our Other Named Executive Officers, Messrs. Dobler, Jewell and Gupta received base salary increases ranging from 1.43% to 2.54%, and Mr. Longman received an increase of 6.75%. See "Fiscal 2023 Individual Compensation Actions" beginning on page 42 for a discussion of factors considering in establishing base salaries and subsequent increases.
Annual Cash Incentive Payouts. Our annual cash incentive awards are designed to reward achievement of financial goals established in our annual operating plan. For Messrs. Silberhorn and Dobler, the fiscal 2023 annual cash incentive paid out at 196.64% of target and for Messrs. Jewell and Longman the fiscal 2023 annual cash incentive paid out at 200.00% and 179.12% of target, respectively. Because of Mr. Gupta's departure from the Company effective August 1, 2022, he received no payout of the annual cash incentive. See “Fiscal 2023 Annual Cash Incentive Payouts” on page 44 for a discussion of the metrics, goals and amounts paid to our Named Executive Officers for our annual cash incentive awards in fiscal 2023.
Long-Term Incentive Awards. Our long-term incentive program for Messrs. Dobler, Jewell, Longman and Gupta is comprised of: (i) 50% time-based restricted stock awards that vest ratably over three years; and (ii) 50% performance awards with a three-year performance period, which settle 50% in cash and 50% in stock and are paid out based on the Company’s three-year average ROIC during the performance period. Mr. Silberhorn’s long-term incentive award in fiscal 2023, consisted of 40% time-based restricted stock and 60% as a performance award pursuant to the terms of his employment agreement. In fiscal 2023, Mr. Silberhorn received a restricted stock award valued at $839,991 and a performance award with a target payout of $1,259,993 and Messrs. Dobler, Jewell, Longman and Gupta received stock awards with values ranging from $230,036 to $399,740 and performance awards with target payouts ranging from $241,809 to $399,769. Because of Mr. Gupta's August 1, 2022 departure, his fiscal 2023 awards were forfeited in their entirety. See "Long-Term Incentive Compensation" beginning on page 46 for additional information about our long-term incentive program and fiscal 2023 awards.
Mr. Augdahl, our Interim Chief Financial Officer, did not participate in our executive compensation program. He received a base salary increase of 3.05% for fiscal 2023, an annual cash incentive payout of $193,453, and a long-term incentive award of time-based restricted stock with a grant date fair value of $54,075 consistent with the terms of the compensation program for his Vice President, Finance position that he held before becoming Interim Chief Financial Officer. In consideration for his service as our Interim Chief Financial Officer for the period from August 1, 2022 through April 27, 2023, Mr. Augdahl received a cash bonus of $250,000 and a restricted stock award with a grant date fair value of $150,020 after the end of fiscal 2023. The restricted stock award vests over three years in equal annual installments on the anniversaries of the grant date. These awards adjusted Mr. Augdahl's total compensation so that it would be competitive with a chief financial officer's total compensation but prorated for his partial year of service in that position.

39


Overview of Primary Compensation Elements
The table below provides an overview of the three primary compensation elements of our executive compensation program in fiscal 2023.
Compensation
Element
ObjectiveHow Determined
Market Positioning(1)
How Impacted by
Performance
Base Salary and BenefitsAttract and retain executive officers through competitive pay and benefit programs.Individual performance, experience, tenure, competitive market data and trends, internal equity and executive potential.
Targeted to be around the 50th percentile of base salary and benefits for comparable roles at peers.
Adjusted based on factors including individual performance.
Annual Cash Incentive Compensation (Short-Term Incentive)
Create an incentive for the achievement of pre-defined annual Company financial performance results.
A percentage of base salary based on competitive market data and trends, and internal equity.
For actual bonus payouts – performance against pre-established criteria in our annual cash incentive plan.
Targeted to be slightly below the 50th percentile for total cash compensation.
Payout dependent on achievement of one-year Company financial performance goals.
Long-Term Incentive Compensation(2)
Restricted Stock (50%); and
Performance Awards (50%)
Align the interests of executives with shareholders and focus executives on achieving long-term sustained performance, entrepreneurship and delivery of quality products and services, while creating appropriate retention incentives through the use of multi-year vesting schedules.
Individual performance, company performance, market data and trends, internal equity and executive potential.
New hire, promotion and special awards. Internal equity and market data and trends.
Targeted generally to be at or slightly above the 50th percentile for target performance.
Performance that increases our stock price increases the value of the restricted stock awards and the stock settled portion of the performance awards.
___________________________
(1)Actual pay levels may be above or below the targeted level depending on actual performance.
(2)In fiscal 2023, Mr. Silberhorn’s long-term incentive awards consisted of 40% time-based restricted stock and 60% as a performance award.
Compensation Process
Our compensation program is evaluated annually taking into consideration changes to our business strategy and annual operating plan, the economy and our competitive marketplace, a robust strategic goal setting process, and evolving executive compensation practices.
During the first quarter of each fiscal year, the performance of each of our Named Executive Officers is evaluated based on a subjective assessment of (i) their executive leadership; (ii) enterprise competencies; and (iii) achievement of agreed-upon individual business objectives for the just-completed fiscal year. The annual performance evaluation of our Chief Executive Officer is administered by our Nominating and Corporate Governance Committee, with all non-employee directors participating in the performance evaluation, and the results of the Chief Executive Officer’s annual performance evaluation is reviewed by the Committee and our full Board. Our Chief Executive Officer conducts or participates in the annual performance evaluation of our Other Named Executive Officers and reviews the results with members of the Committee.
40


In establishing the elements and levels of compensation for a fiscal year, the Committee considers the annual performance evaluations of our Named Executive Officers and reviews its compensation consultant’s independent analyses of compensation based on comparable positions, using both published survey sources and company peer group data to determine our competitive positioning relative to the market. Our Chief Executive Officer makes recommendations to the Committee on compensation for our Other Named Executive Officers, but does not participate in the determination of his own compensation. Though Mr. Augdahl does not participate in the executive compensation program, our Chief Executive Officer recommended, and the Committee reviewed and approved, the cash bonus and restricted stock award granted to him in consideration for his service as Interim Chief Financial Officer.
The Committee continuously monitors our compensation programs and annually reviews a compensation “tally sheet,” which lists total direct compensation (base salary, annual cash incentive compensation, and long-term incentive awards), perquisites, other elements of executive compensation, broad-based employee benefits and wealth accumulation through our Company equity and retirement plans for our Named Executive Officers; however, the compensation tally sheets are not used to make actual pay decisions. The Committee assesses historical pay and performance to ensure continued alignment of our compensation programs.
Consulting Assistance, Peer Group and Competitive Market
Compensation Consultant Independence. The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice regarding compensation levels for our executive officers and related matters. The Committee retained the services of Willis Tower Watson (“WTW”) for fiscal 2023. The compensation consultant reports directly to the Committee, and the Committee can replace the compensation consultant or hire additional consultants at any time. During fiscal 2023, WTW attended each Committee meeting in person or by video conference, including executive sessions as requested, and consulted with the Chair of the Committee between meetings.
As required under the Dodd-Frank Act, the Committee has analyzed whether the work of WTW, as its compensation consultant, raises any conflict of interest, taking into consideration the following factors under the Nasdaq listing rules: (i) WTW does not provide any other services to our Company, except that WTW provided brokerage services for the Company’s property insurance and surety bonds in exchange for fees less than $120,000 in fiscal 2023; (ii) the amount of fees from our Company paid to WTW is less than 1% of WTW’s total revenue; (iii) WTW’s policies and procedures are designed to ensure independence; (iv) neither WTW, nor any member of its consulting team, has any business or personal relationship with any executive officer of our Company, and no member of their consulting team has any business or personal relationship with any member of the Committee; and (v) neither WTW, nor any member of its consulting team, owns any stock of our Company.
The Committee has determined, based on its analysis of the above factors, that WTW is independent of our Company and the work of WTW (and the individual compensation advisors employed by WTW) as compensation consultants to the Committee, and the additional services provided by WTW, have not created a conflict of interest. The Committee will continue to annually monitor the independence of its compensation consultant.
Peer Group. The selection criteria identified for determining and reviewing our Company’s peer group generally include:
Companies with revenue within a similar range (0.33 to 3.0 multiple).
Companies with market capitalization within a similar range (0.33 to 3.0 multiple).
Companies with market capitalization to revenue ratio of 0.5 or greater.
Companies in the same or similar industries.
41


Companies with business model similarity, which may include the following:
Coatings for special purposes (e.g., protective, UV, etc.);
Construction materials, primarily for commercial or industrial applications;
Specialized/customized product lines;
Heavy-duty manufacturing operations and project-directed manufacturing; and
Project-based businesses.
Companies in the same geographic location (to a lesser degree).
Companies included in the prior-year peer group, to help ensure year-over-year consistency (where appropriate).
Based on the foregoing selection criteria, Aegion Corporation and BMC Stock Holdings, Inc. were replaced by Armstrong World Industries, Inc. and PGT Innovations, Inc. for fiscal 2023. The following 15 firms served as the Company’s peer group for fiscal 2023.
American Woodmark Corporation
H.B. Fuller Company
Armstrong World Industries, Inc.
LCI Industries
AZZ Inc.
Masonite International Corporation
Eagle Materials Inc.
PGT Innovations, Inc.
EnPro Industries, Inc.
Quaker Chemical Corporation
Gibraltar Industries, Inc.
Quanex Building Products Corporation
Graco Inc.
Tennant Company
Griffon Corporation     
Competitive Market. The Committee relies on its independent compensation consultant to help define the appropriate competitive market using a combination of the peer group companies and compensation surveys that contain market compensation information for similarly-sized organizations. The information on the competitive market is used by the Committee:
As an input in designing our compensation plans and philosophy;
As an input in assessing and developing base salary adjustments, annual cash incentive targets and long-term incentive ranges;
To benchmark the form and mix of long-term incentive awards;
To assess the competitiveness of total direct compensation awarded to our Named Executive Officers and certain of our other executives; and
To benchmark dilution and overhang levels (dilutive impact on our shareholders of equity compensation) and annual burn rate (the aggregate shares awarded as a percentage of total outstanding shares).
Fiscal 2023 Individual Compensation Actions
Base Salary. Base salary reflects a fixed portion of the overall compensation package and is the base amount from which certain other compensation elements are determined. In making salary adjustments, the Committee considers the executive’s base salary relative to the market, our compensation philosophy and other factors, such as individual performance against business plans, leadership, initiatives, experience, knowledge and job criticality. For fiscal 2023, our Chief Executive Officer received a base salary increase of 5.00%. Messrs.
42


Augdahl, Dobler, Jewell and Gupta received base salary increases ranging from 1.43% to 3.05%, and Mr. Longman received an increase of 6.75%.
Below is information on the base salaries of our Named Executive Officers for fiscal 2023.
Base Salary
NameFiscal 2023
Base Salary
($)
Percent Increase
in Fiscal
2023 vs 2022
(%)
Ty R. Silberhorn840,0005.00
Mark R. Augdahl278,5003.05
Curtis J. Dobler403,0002.54
Brent C. Jewell426,0001.43
Nick C. Longman427,0006.75
Nisheet Gupta533,0002.50
Annual Cash Incentive Compensation. Annual cash incentive awards create an incentive for achievement of annual financial performance results. These results are measured against objective financial goals set forth in the annual operating plan approved by our Board of Directors.
The awards may be earned below or above target based on the achievement of one or more additional predetermined, objective performance goals based on the annual operating plan approved by our Board of Directors. At least one of the predetermined, objective performance goals must be met at the threshold level in order for any annual cash incentive to be paid to an executive. In addition, if our Company is not profitable, no annual cash incentives will be paid even if the other goals are at or above threshold.
Generally, if actual results are below threshold performance level for all performance goals or the Company is not profitable, the payout will be zero. If the threshold performance level for one or more, but not all, performance goals is achieved, less than 50% of the target award will be earned based on the weighting allocated to that specific performance goal. If the threshold performance level for all performance goals is achieved, 50% of the target award will be earned; if target performance level for all performance goals is achieved, 100% of the target award will be earned; and if maximum performance level for all performance goals is achieved, 200% of the target award will be earned. For any performance between these levels, awards will be interpolated. Mr. Augdahl, who does not participate in the executive compensation program, has two predetermined, objective performance goals and one goal based on achievement of personal goals. The Architectural Glass ("Glass") segment Adjusted EBIT performance goal must be met at the threshold level for the Glass Net Sales performance goal to be eligible to be earned. If maximum performance level for all goals is achieved, Mr. Augdahl will earn 150% of the target award.
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Fiscal 2023 Annual Cash Incentive Payouts. The tables below set forth certain information with respect to the fiscal 2023 annual cash incentive award payout ranges as a percentage of the fiscal 2023 salary for our Named Executive Officers.
Fiscal 2023 Annual Cash Incentive Compensation Ranges
Name
Threshold Payout
as a Percentage
of Fiscal 2023
Salary (%)(1)
Target Payout
as a Percentage
of Fiscal 2023
Salary (%)(2)
Maximum Payout
as a Percentage
of Fiscal 2023
Salary (%)(3)
Ty R. Silberhorn12.50100200
Mark R. Augdahl9.385075
Curtis J. Dobler7.5060120
Brent C. Jewell7.5060120
Nick C. Longman7.5060120
Nisheet Gupta9.3875150
___________________________
(1)Assumes threshold performance level is achieved for only the performance goal with the lowest weighting and is not achieved for any other performance goals. If actual results are below threshold performance level for all performance goals or the Company is not profitable, the payout will be zero.
(2)Assumes target performance level is achieved for all performance goals.
(3)Assumes maximum performance level is achieved or exceeded for all performance goals.
The following table outlines the performance goals, weighting and performance levels and actual performance achievement for the fiscal 2023 performance cycle for all Named Executive Officers except for Messrs. Augdahl, Jewell and Longman whose goals for serving as segment leaders are shown in the tables below this one. Because of Mr. Gupta's departure from the Company on August 1, 2022, he received no payout of the annual cash incentive.
Fiscal 2023 Annual Cash Incentive Performance Levels and
Actual Performance – Messrs. Silberhorn and Dobler
Performance
Goal
Weighting
(%)
Threshold
($ in millions)
Target
($ in millions)
Maximum
($ in millions)
Actual
Performance
($ in millions)
Percentage
Performance
Achieved
(%)
Apogee Net Sales
251,300.0001,380.8401,450.0001,440.696186.55
Apogee Adjusted EBIT
7584.000106.448123.000124.281200.00
The following table outlines the performance metrics, weighting and performance levels and actual performance achievement for the fiscal 2023 performance cycle for Mr. Augdahl whose annual cash incentive is based on performance goals for the Glass segment.
Fiscal 2023 Annual Cash Incentive Performance Levels and
Actual Performance – Mr. Augdahl
Performance
Goal
Weighting
(%)
Threshold
($ in millions)
Target
($ in millions)
Maximum
($ in millions)
Actual
Performance
($ in millions)
Percentage
Performance
Achieved
(%)
Glass Net Sales
12.5298.000313.900330.000316.554108.24
Glass Adjusted EBIT37.512.90016.20019.100 28.562150.00
Personal Goals50.0139.56
The following table outlines the performance metrics, weighting and performance levels and actual performance achievement for the fiscal 2023 performance cycle for Mr. Jewell whose annual cash incentive is based on a
44


combination of corporate performance goals and performance goals for the Architectural Framing Systems (“AFS”) segment.
Fiscal 2023 Annual Cash Incentive Performance Levels and
Actual Performance – Mr. Jewell
Performance
Goal
Weighting
(%)
Threshold
($ in millions)
Target
($ in millions)
Maximum
($ in millions)
Actual
Performance
($ in millions)
Percentage
Performance
Achieved
(%)
Apogee Adjusted EBIT2584.000106.448123.000124.281200.00
AFS Net Sales25560.000593.981625.000649.778200.00
AFS Adjusted EBIT5042.00051.43661.000 81.875200.00
The following table outlines the performance metrics, weighting and performance levels and actual performance achievement for the fiscal 2023 performance cycle for Mr. Longman whose annual cash incentive is based on a combination of corporate performance goals and performance goals for the Glass segment.
Fiscal 2023 Annual Cash Incentive Performance Levels and
Actual Performance – Mr. Longman
Performance
Goal
Weighting
(%)
Threshold
($ in millions)
Target
($ in millions)
Maximum
($ in millions)
Actual
Performance
($ in millions)
Percentage
Performance
Achieved
(%)
Apogee Adjusted EBIT2584.000106.448123.000124.281200.00
Glass Net Sales25298.000313.900330.000316.554116.49
Glass Adjusted EBIT5012.90016.20019.100 28.562200.00
45



The following table sets forth certain information with respect to the fiscal 2023 annual cash incentive compensation payouts for each of our Named Executive Officers.
Fiscal 2023 Annual Cash Incentive Payouts
Performance GoalsTarget Payout OpportunityActual Payout
NameMetricWeighting
(%)
Percent of
Fiscal 2023
Salary
(%)
Amount
($)
Percent of
Target
(%)
Formula
Payout
Amount
($)
Percent
of
Fiscal
2023
Salary
(%)
Ty R. Silberhorn
Apogee Net Sales25.025.00210,000186.55391,77646.64
Apogee Adjusted EBIT75.075.00630,000200.001,260,000150.00
100.0100.00840,000196.641,651,776196.64
Mark R. Augdahl
Glass Net Sales12.56.2217,327108.2418,7556.73
Glass Adjusted EBIT
37.518.6651,981150.0077,97228.00
Personal Goals50.024.8969,308139.5696,72634.73
100.049.77138,616139.56193,45369.46
Curtis J. Dobler
Apogee Net Sales25.015.0060,450186.55112,77627.98
Apogee Adjusted EBIT75.045.00181,350200.00362,70090.00
100.060.00241,800196.64475,476117.98
Brent C. Jewell
Apogee Adjusted EBIT
25.015.0063,900200.00127,80030.00
AFS Net Sales25.015.0063,900200.00127,80030.00
AFS Adjusted EBIT50.030.00127,800200.00255,60060.00
100.060.00255,600200.00511,200120.00
Nick C. Longman
Apogee Adjusted EBIT
25.015.0064,050200.00128,10030.00
Glass Net Sales
25.015.0064,050116.4974,60517.47
Glass Adjusted EBIT
50.030.00128,100200.00256,20060.00
100.060.00256,200179.12458,905107.47
Nisheet Gupta
Apogee Net Sales25.018.7599,938
Apogee Adjusted EBIT
75.056.25299,812
100.075.00399,750

Adjusted EBIT is a non-GAAP measure which is further defined on page 85, and reconciled to GAAP operating income in Appendix A to this Proxy Statement.
Long-Term Incentive Compensation. Our long-term incentive program is designed to align the interests of executives with shareholders and to focus executives on the achievement of long-term sustained performance, entrepreneurship, and delivery of quality products and services, while creating appropriate retention incentives through the use of multi-year vesting schedules.
In fiscal 2023, our long-term incentive program for our Named Executive Officers (other than Messrs. Silberhorn and Augdahl) was comprised of 50% time-based restricted stock awards and 50% performance awards with a three-year performance period, each described in more detail below. Mr. Silberhorn’s long-term incentive award in fiscal 2023 consisted of 40% time-based restricted stock and 60% as a performance award. Because Mr. Augdahl does not participate in the executive compensation program, the terms of his long-term incentive award in fiscal 2023 were consistent with the compensation program for his Vice President, Finance position held before becoming Interim Chief Financial Officer and consisted of time-based restricted stock with a grant date fair value of $54,075. In consideration for his service as Interim Chief Financial Officer for the period from August 1, 2022 through April 27, 2023, Mr. Augdahl received an additional time-based restricted stock award
46


with a grant date fair value of $150,020 after the end of fiscal 2023. The award was granted under the 2019 Stock Incentive Plan and vests over three years in equal annual installments on the anniversaries of the grant date.
Restricted Stock Awards. Each year, the Committee approves a restricted stock award for each executive with a preliminary target fixed dollar value based on a percentage of base salary, after reviewing long-term incentives for comparable roles at peer companies, based on data provided by the independent compensation consultant. For our Chief Executive Officer, the Committee determines the award’s value after considering the results of our Chief Executive Officer’s most recent annual performance evaluation. For our Other Named Executive Officers, our Chief Executive Officer recommends to the Committee increases or decreases in the award’s value based on the executive’s contributions to the Company’s performance, future leadership potential, and subjective evaluation of their individual performance for the just completed fiscal year.
Restricted stock awards are granted under the 2019 Stock Incentive Plan, and they generally vest in three equal annual installments commencing on April 30 of the year following the date of the award. Upon issuance of the restricted stock, each holder is entitled to the rights of a shareholder, including the right to vote the shares of restricted stock. Restricted stock awards issued pursuant to the 2019 Stock Incentive Plan accrue dividends and other distributions during the vesting period, which will be paid only if the restricted stock vests. The following table summarizes the restricted stock awards granted to each of the Named Executive Officers in fiscal 2023.
Fiscal 2023 Restricted Stock Awards
Name
Restricted Stock
Awarded (#)
Value of
Award ($)(1)
Percentage of
Fiscal 2023
Salary (%)
Grant
Price ($)(2)
Ty R. Silberhorn17,540839,991100.0047.89
Mark R. Augdahl1,17354,07519.4246.10
Curtis J. Dobler5,172253,89363.0049.09
Brent C. Jewell4,686230,03654.0049.09
Nick C. Longman5,480269,01363.0049.09
Nisheet Gupta(3)
8,143399,74075.0049.09
___________________________
(1)The value of the award was calculated by multiplying the number of shares of restricted stock awarded by the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. The awards were made on April 20, 2022 for Messrs. Dobler, Jewell, Longman and Gupta; April 21, 2022 for Mr. Silberhorn; and April 22, 2022 for Mr. Augdahl.
(2)The closing price of our common stock on the Nasdaq Global Select Market on the date of grant.
(3)Because of Mr. Gupta's August 1, 2022 departure, his fiscal 2023 restricted stock award was forfeited in its entirety.
Performance Awards. During fiscal 2022, our Compensation Committee adopted a new long-term incentive plan for our executive officers, including Messrs. Silberhorn, Dobler, Jewell, Longman and Gupta, which includes performance awards with a three-year performance period. The Compensation Committee intends to issue performance awards annually, with a new, overlapping three-year performance period beginning with each fiscal year’s award. The Compensation Committee adopted the three-year performance awards to replace the two-year end-to-end awards that the Company historically issued (other than in fiscal 2021, when the Compensation Committee awarded stock options because the Compensation Committee did not believe it could establish effective long-term financial performance goals due to the uncertainty created by the COVID-19 pandemic) to better align the Company’s long-term incentive plan with market practice and the Company’s strategic plan and financial performance goals.
The Committee awarded performance awards with a three-year performance period of fiscal 2023 – 2025 on April 20, 2022 to Messrs. Dobler, Jewell, Longman and Gupta; and on April 21, 2022 to Mr. Silberhorn. All performance awards were granted under the 2019 Stock Incentive Plan. The performance metric for the awards is average ROIC over the three-year performance period, with a target average ROIC of 13.27%. The performance awards will settle 50% in cash and 50% in stock. The following table sets forth payout ranges as a
47


percentage of salary at threshold, target and maximum performance with respect to our fiscal 2023 – 2025 performance awards.
Fiscal 2023 – 2025 Performance Award Payout Ranges(1)
Threshold Payment(2)
Target Payout(3)
Maximum Payout(4)
Name
Award
Amount
($)
As a
Percentage
of Fiscal
2023
Salary
(%)
Award
Amount
($)
As a
Percentage
of Fiscal
2023
Salary
(%)
Award
Amount
($)
As a
Percentage
of Fiscal
2023
Salary
(%)
Ty R. Silberhorn630,02075.001,259,993150.002,519,986300.00
Mark R. Augdahl
Curtis J. Dobler120,92930.00241,80960.00483,617120.00
Brent C. Jewell127,81530.00255,58160.00511,163120.00
Nick C. Longman128,11230.00256,17660.00512,352120.00
Nisheet Gupta(5)
199,88537.50399,76975.00799,539150.00
___________________________
(1)All award amounts reflected in the table are for the performance period of fiscal 2023 through 2025. The value of the stock awards reflects the number of shares granted at the performance level multiplied by the closing price of a share of our common stock on the Nasdaq Global Select Market on the date of grant.
(2)Assumes threshold performance level is achieved for the performance goal.
(3)Assumes target performance level is achieved for the performance goal.
(4)Assumes maximum performance level is achieved for the performance goal.
(5)Because of Mr. Gupta's August 1, 2022 departure, he will receive no payout.
Dividends or other distributions (whether cash, stock or otherwise) with respect to the performance share units will accrue during the three-year performance period and will be paid only on the shares earned at the end of the performance period when shares are issued.
Other Benefit Programs. Our executive officers receive the same health and welfare benefits as those offered to all other full-time employees, with the exception of enhanced long-term disability benefits being offered to our executive officers.
Additionally, our executive officers may participate in our voluntary non-qualified deferred compensation plan, as described under the heading “Non-Qualified Deferred Compensation” beginning on page 59.
We have entered into change-in-control severance agreements with each of our Named Executive Officers. See “Change-in-Control Severance Agreements” beginning on page 63 and “Payments Upon Termination and Change-in-Control” beginning on page 64 for more information on these arrangements.
In order to maintain market-competitive benefits and to encourage our Named Executive Officers to focus on their roles at the Company, we provide a limited number of perquisites, including the reimbursement of financial and estate planning fees of up to $2,000 annually, enhanced long-term disability benefits, payment of relocation expenses, reimbursement of annual executive health physical costs up to $3,000 annually and reimbursement of spousal travel expenses for certain Company events. We do not provide tax reimbursement or tax “gross-ups” on any perquisites.
Silberhorn Employment Agreement. In connection with his assumption of the Chief Executive Officer role, Mr. Silberhorn entered into an Employment Agreement (the “Employment Agreement”) with the Company effective as of January 4, 2021 (the “Commencement Date”).
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The Employment Agreement has a three-year term, ending on January 4, 2024 (the “Term”). Pursuant to the Employment Agreement, Mr. Silberhorn is entitled to:
base salary, initially in the amount of $800,000 per year;
the Signing Bonus described below;
participate in the Company’s annual cash incentive plan beginning in fiscal 2022;
participate in the health and welfare benefit programs offered generally by the Company to its executive officers;
restricted stock vesting in equal annual increments over a three-year period, to be awarded with respect to fiscal 2022 performance, the target value of which shall be $800,000 and the actual award of which could be between 0% and 200% of the target award value, depending on achievement of certain business objectives for fiscal 2022; the actual payout was $799,996 or 100.00% of target; and
a performance award to be awarded with respect to the 2022 – 2024 fiscal year performance cycle, the target value of which shall be $1,200,000 and the actual value of the shares and cash to be awarded pursuant to which could be between 0% and 200% of the target award value, depending on the achievement of certain business objectives over the three-year period.
To replace forfeited compensation earned by Mr. Silberhorn at his previous employer, the Employment Agreement provides that Mr. Silberhorn shall receive the following (collectively, the “Signing Bonus”):
restricted stock of the Company valued at $1,400,000, which will vest in two increments over a five-year period, with the first increment of $500,000 vesting on the second anniversary of the Commencement Date, and the second increment of $900,000 vesting on the fifth anniversary of the Commencement Date (the “Retention Grant”); and
a cash bonus in the amount of $300,000, of which $200,000 was payable to Mr. Silberhorn on the first Company payroll date after the Commencement Date, and of which $100,000 was payable to Mr. Silberhorn on the first Company payroll date after the first anniversary of the Commencement Date.
For a description of potential payments pursuant to the Employment Agreement in the event that Mr. Silberhorn’s employment is terminated, see “Payments Upon Termination and Change-in-Control” beginning on page 64.
The Employment Agreement prohibits Mr. Silberhorn from engaging in any business activities that are competitive with any of the businesses conducted by the Company or its affiliates during his employment with the Company and for a period of two years after termination of his employment, as well as prohibiting solicitation of employees and interference with the Company’s business relationships.
Gupta Offer Letter Agreement. In connection with Mr. Gupta’s appointment as Executive Vice President and Chief Financial Officer, the Company and Mr. Gupta entered into an Offer Letter Agreement, dated May 27, 2020 (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Mr. Gupta was entitled to an initial annual base salary of $510,000 per year and a one-time sign-on bonus of $100,000 (subject to repayment if Mr. Gupta left the Company during the first twelve months of his employment). The effectiveness of the Offer Letter was contingent upon the satisfaction of certain customary contingencies.
The Offer Letter also provides for the grant to Mr. Gupta of 20,000 restricted shares of the Company’s common stock on June 15, 2020. Such restricted shares were subject to a three-year vesting schedule. Assuming continued employment with the Company, one-third of the restricted shares vested annually over three years, starting on the one-year anniversary of Mr. Gupta’s employment with the Company. At the time of Mr. Gupta's departure on August 1, 2022, two-thirds of the restricted shares had vested and one-third of the restricted shares were forfeited.
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Mr. Gupta participated in the Company’s annual cash incentive plan, with a target cash incentive of 75% of Mr. Gupta’s base salary (with a range of 0% to 200% of such target) for fiscal 2021, subject to achievement of certain financial performance metrics established by the Board. Mr. Gupta’s Offer Letter states that he was entitled to a minimum fiscal 2021 annual cash incentive payout at target performance level of 75%, prorated for the period of time during which he was employed by the Company during the fiscal year, which equaled $286,875.
Executive Stock Ownership Guidelines
We have stock ownership guidelines for our executive officers that require our Chief Executive Officer to achieve an ownership level of five times his annual base salary, our Chief Financial Officer to achieve an ownership level of three times his annual base salary, and certain corporate officers and segment presidents, including Messrs. Dobler, Jewell and Longman, to achieve an ownership level of two times their annual base salaries. The Committee monitors compliance with our stock ownership guidelines on a regular basis. Each executive has five years from the date they become subject to the stock ownership guidelines to meet their ownership guideline. If an executive is promoted and the target is increased, an additional three-year period is provided to meet the ownership guideline. For purposes of calculating stock ownership, we include unvested shares of restricted stock but do not include unexercised stock option awards.
As of April 24, 2023, all of our active Named Executive Officers are either in compliance with the stock ownership guidelines or still within the applicable grace period for achieving these ownership levels.
Anti-Hedging and Anti-Pledging Policies
Our Board of Directors believes that the interests of our executive officers, employees and members of our Board of Directors should be aligned with the interests of our shareholders. As a result, we have adopted an anti-hedging policy that prohibits all employees and members of our Board of Directors from engaging in the purchase or sale of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our Company’s securities. Our Board of Directors has also adopted an anti-pledging policy, which states that executive officers and directors of the Company are prohibited from, directly or indirectly, pledging, hypothecating, or otherwise encumbering shares of the Company’s common stock as collateral for indebtedness. This prohibition includes, but is not limited to, holding such shares in a margin account or any other account that could cause the Company’s common stock to be subject to a margin call or otherwise be available as collateral for a margin loan. None of our Named Executive Officers have pledged shares of our common stock as collateral for personal loans or other obligations.
Clawback Policy
Our Board of Directors has adopted a policy regarding “clawbacks” for Named Executive Officers and other key executives for performance-based short-term and long-term incentive compensation plans. The policy, which will be updated once related Nasdaq listing standards are adopted, provides the Board the discretion to clawback incentive compensation awarded or paid during the three-year period preceding the date of a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws.
Tax Considerations
Section 162(m) of the U.S. Internal Revenue Code ("Section 162(m)") imposes a $1,000,000 annual deduction limit on compensation payable to certain current and former named executive officers. The Compensation Committee intends to pay competitive compensation consistent with our philosophy to attract, retain and motivate executive officers to manage our business in the best interests of the Company and our shareholders. The Compensation Committee, therefore, may choose to provide non-deductible compensation to our executive officers if it deems such compensation to be in the best interests of the Company and our shareholders.
Various programs, including our benefit plans that provide for deferrals of compensation are subject to Section 409A of the Internal Revenue Code. We have reviewed such plans for compliance with Section 409A and believe that they comply.
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Compensation Risk Analysis
During fiscal 2023 the Committee, with the assistance of its independent compensation consultant(s) and management, assessed risk in our compensation plans, practices and policies and determined that the Company’s compensation practices and policies do not create risks that are reasonably likely to have a material adverse effect on the Company. In performing this risk assessment, the Committee considered:
The mix of fixed and variable compensation;
The mix of short-term and long-term incentive compensation;
The extent to which performance metrics are directly reflected in our audited financial statements or other objective reports;
The relative weighting of the performance metrics;
The likelihood that achievement of performance metrics could have a material impact on our financial performance in succeeding fiscal periods;
The various compensation risk control mitigation features in our compensation plans, including balanced financial performance metrics that include net sales, earnings and operational metrics;
Multiple financial performance metrics for our annual cash incentive and long-term incentive plans;
Different financial performance metrics for our annual cash incentive and long-term incentive plans;
Appropriate maximum caps on our annual cash incentive and long-term performance-based incentive plans and annual equity awards;
Management stock ownership guidelines; and
Our clawback and hedging policies.
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Summary Compensation Table
The following table sets forth the total compensation for fiscal 2023, 2022 and 2021 awarded to our Named Executive Officers.
Summary Compensation Table
Name and Principal
Position
Fiscal
Year
Salary
($)
Bonus
($)
Stock Awards ($)(1)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compen-sation
($)(3)
Change in Pension Value and Non-Qualified Deferred Compen-sation Earnings ($)(4)
All Other
Compen-
sation
($)(5)
Total
($)
Ty R. Silberhorn
2023834,6161,469,9841,651,77674,1534,030,529
Chief Executive Officer and President
2022800,000100,000
(7)
1,399,993 826,72072,9353,199,648
2021123,077200,0001,399,99736,2391,759,313
Mark R. Augdahl(6)
2023277,391250,000
(8)
54,075 193,4532,23012,981 790,130
Vice President, Finance
Interim Chief Financial Officer
2022
2021
Curtis J. Dobler2023401,654374,802475,47626,1481,278,080
Executive Vice President, and Chief Human Resources Officer2022391,923377,298243,67620,2601,033,157
2021346,50088,800253,540220,941 46,20036,549 992,530
Brent C. Jewell2023425,192357,817 511,20024,4351,318,644
President Architectural Framing Systems segment2022418,654428,391 146,08425,5111,018,640
2021369,000151,201362,200235,470 73,79932,2141,223,884
Nick C. Longman(6)
2023423,365397,089 458,90519,2481,298,607
President
Architectural
Glass Segment
2022370,289382,504 372,08321,5741,146,450
Nisheet Gupta
2023225,800599,634
(9)
8,992 834,426
Executive Vice President and Chief Financial Officer
2022518,654624,017403,02632,2691,577,966
2021362,855329,500464,800274,548 57,37515,6351,504,713
___________________________
(1)The amounts shown in this column represent the grant date fair value of the restricted stock awards granted in fiscal 2023, 2022 and 2021. These amounts are calculated in accordance with FASB ASC Topic 718 based on the closing share price of our common stock on the date of grant. See Note 12, Share-Based Compensation, to our fiscal 2023 Audited Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 25, 2023, for assumptions made in the valuation.
The amounts for fiscal 2023 also include the grant date fair value of the target payout amounts for the unit-based portion of the fiscal 2023 – 2025 performance awards as follows: Mr. Silberhorn, $629,993; Mr. Gupta, $199,894; Mr. Dobler, $120,909; Mr. Jewell, $127,781; and Mr. Longman, $128,076. The maximum payout amounts for the unit-based portion of the fiscal 2023 – 2025 performance awards are as follows: Mr. Silberhorn, $1,259,986; Mr. Gupta, $399,788; Mr. Dobler, $241,818; Mr. Jewell, $255,562; and Mr. Longman, $256,152. Further information regarding the fiscal 2023 awards is included in the
52


“Fiscal 2023 Grants of Plan-Based Awards” table beginning on page 55 and “Outstanding Equity Awards at Fiscal 2023 Year-End” table on beginning on page 56.
(2)The amounts shown in this column represent the grant date fair value of the option awards granted in fiscal 2021. These amounts are calculated in accordance with FASB ASC Topic 718 using the binomial lattice model and based on the assumptions set forth in Note 12, Share-Based Compensation, to our fiscal 2023 Audited Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended February 25, 2023. The stock options vest in equal installments on June 30, 2022 and June 30, 2023 and have a ten-year term. No stock option may be exercised for a gain of more than $12.66 per share (i.e., the difference between the exercise price ($23.04) per share and the maximum price ($35.70) per share may not exceed $12.66).
(3)The amounts in this column represent the amounts earned pursuant to the formula established for the fiscal 2023 annual cash incentive awards.
(4)The amount in this column represents “above-market” earnings on non-qualified deferred compensation during fiscal 2023 in excess of 2.58%, 120% of the applicable federal rate compounded annually. During fiscal 2023, the interest paid on amounts deferred for plan years beginning prior to January 1, 2010 pursuant to our Legacy Deferred Compensation Plan was 3.43%.
(5)The following table shows each component of the “All Other Compensation” column for each of our Named Executive Officers for fiscal 2023.
Name
Company Matching
Contributions to Defined
Contribution Plans
($)(a)
Dividends Paid or
Accrued
on Stock Awards
($)(b)
Total All
Other
Compensation
($)
Ty R. Silberhorn7,35766,79674,153
Mark R. Augdahl9,9383,04312,981
Curtis J. Dobler12,80913,33926,148
Brent C. Jewell7,52416,91124,435
Nick C. Longman11,2088,04019,248
Nisheet Gupta7,5251,467 8,992
___________________________
(a)Includes the amounts we set aside or accrued during fiscal 2023 under our 401(k) Retirement Plan and Employee Stock Purchase Plan as matching contributions on our Named Executive Officers’ contributions to such plans. Such contribution amounts are set forth in the table below. Our Named Executive Officers are eligible to participate in our 401(k) Retirement Plan and Employee Stock Purchase Plan on the same basis as all eligible employees.
Name
401(k) Retirement
Plan Matching
Contributions
($)
Employee Stock
Purchase
Plan 15% Matching
Contributions
($)
Total Company
Matching
Contributions
($)
Ty R. Silberhorn3,7833,5747,357
Mark R. Augdahl9,9389,938
Curtis J. Dobler11,0841,72512,809
Brent C. Jewell7,5247,524
Nick C. Longman11,20811,208
Nisheet Gupta7,5257,525
(b)Includes dividends accrued on unvested restricted stock, pursuant to our 2019 Stock Incentive Plan.
(6)Messrs. Augdahl and Longman were not Named Executive Officers in fiscal 2021 or 2022.
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(7)Consists of a cash bonus paid to Mr. Silberhorn pursuant to the terms of his Employment Agreement on the first payroll date after the Commencement Date and first anniversary of the date he joined the Company.
(8)In consideration for his service as our Interim Chief Financial Officer for the period from August 1, 2022 through April 27, 2023, after the end of fiscal 2023, Mr. Augdahl received a cash bonus of $250,000 (included in fiscal 2023 compensation) and a restricted stock award with a grant date fair value of $150,020 (to be included in fiscal 2024 compensation).
(9)Mr. Gupta's employment with the Company ended on August 1, 2022. He forfeited his fiscal 2023 grants listed under “Stock Awards”.
Grants of Plan-Based Awards
The following table sets forth information for our Named Executive Officers concerning the following plan-based awards made during fiscal 2023: (i) estimated possible payouts for fiscal 2023 annual cash incentive awards; (ii) the grant date value of the restricted stock awards; and (iii) estimated possible payouts for the fiscal 2023 – 2025 performance awards.
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Fiscal 2023 Grants of Plan-Based Awards
Name
Grant
Date
Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards(1)
Estimated Future Payments
Under Equity Incentive Plan
Awards(2)
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)(3)
Grant Date
Fair Value
of
Stock
Awards
($)(4)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Ty R. Silberhorn









Fiscal 2023 annual cash incentive4/21/2022105,000840,0001,680,000
__
__
__
__
__
Restricted stock4/21/2022
__
__
__
__
__
__
17,540839,991
Fiscal
2023 - 2025 performance award
4/21/2022315,010629,9971,259,9936,57813,15526,310
__
629,993
Mark R. Augdahl
Fiscal 2023 annual cash incentive4/17/202217,406139,250208,875
__
__
__
__
__
Restricted stock4/22/2022
__
__
__
__
__
__
1,17354,075
Fiscal
2023 - 2025 performance award
4/20/2022
__
__
__
__
__
__
__
__
Curtis J. Dobler
Fiscal 2023 annual cash incentive4/20/202230,225241,800483,600
__
__
__
__
__
Restricted stock4/20/2022
__
__
__
__
__
__
5,172253,893
Fiscal
2023 - 2025 performance award
4/20/202260,465120,905241,8091,2322,4634,926
__
120,909
Brent C. Jewell
Fiscal 2023 annual cash incentive4/20/202231,950255,600511,200
__
__
__
__
__
Restricted stock4/20/2022
__
__
__
__
__
__
4,686230,036
Fiscal
2023 - 2025 performance award
4/20/202263,908127,791255,5821,3022,6035,206
__
127,781
Nick C. Longman
Fiscal 2023 annual cash incentive4/20/202232,025256,200512,400
__
__
__
__
__
Restricted stock4/20/2022
__
__
__
__
__
__
5,480269,013
Fiscal
2023 - 2025 performance award
4/20/202264,056128,088256,1761,3052,6095,218
__
128,076
Nisheet Gupta
Fiscal 2023 annual cash incentive4/20/202249,969399,750799,500
__
__
__
__
__
Restricted stock4/20/2022
__
__
__
__
__
__
8,143399,740
Fiscal
2023 - 2025 performance award
4/20/202299,943199,885399,7702,0364,0728,144
__
199,894
___________________________
(1)These columns show the range of possible payouts under the fiscal 2023 annual cash incentive awards and the cash portion of the fiscal 2023 – 2025 performance awards. See “Annual Cash Incentive Compensation” beginning on page 44 and “Performance Awards” beginning on page 47.
(2)These columns show the threshold, target and maximum level of shares to be earned under the performance share unit portion of the fiscal 2023 – 2025 performance awards. See “Performance Awards” beginning on page 47.
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(3)This column shows the restricted stock awards made on April 20, 2022 to Messrs. Dobler, Jewell, Longman and Gupta; on April 21, 2022 to Mr. Silberhorn; and on April 22, 2022 to Mr. Augdahl. See “Restricted Stock Awards” beginning on page 47.
(4)The grant date fair value of the restricted stock awards and the performance share unit portion of the Performance Awards were calculated in accordance with FASB ASC Topic 718 by multiplying the number of restricted shares or performance share units at target performance by the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. The closing price of our common stock on the Nasdaq Global Select Market was $49.09 on the grant date of April 20, 2022; $47.89 on the grant date of April 21, 2022; and $46.10 on the grant date of April 22, 2022.
For a description of how these awards are treated upon termination or a change-in-control, see “Potential Payments Upon Termination or Following a Change-in-Control” beginning on page