AZZ AZZ Inc

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
(Amendment No.   )

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ELECTRONIC DELIVERY OF PROXY MATERIALS

Help us Protect the Environment

We encourage all shareholders to voluntarily elect to receive AZZ’s proxy materials electronically. This helps reduce the paper mailed to you and supports our goal to continuously minimize our environmental footprint.

​		​	​	9.3 tons of wood saved; or the equivalent of 56 trees	​
​		​	​	49,700 gallons of water saved; or the equivalent of 2.3 swimming pools	​
​		​	​	59.2 million BTU’s saved; or the equivalent of 70.5 residential refrigerators operating for one year	​
​		​	​	2,740 pounds of solid waste saved	​
​		​	​	41,800 pounds of CO2 equivalent saved; or the equivalent of 3.8 cars operating for one year	​
​		​	​	3.7 pounds of hazardous air pollutants saved	​

OUR CULTURE

At AZZ, our culture is defined by our corporate values of Trust, Respect, Accountability, Integrity, Teamwork and Sustainability TRAITS. We value our employees by continuously investing in their training and development, including a healthy work-life balance, offering competitive compensation and benefit packages and rigorously encouraging a team-oriented and collaborative environment.

We strive to build, maintain and create a work environment that attracts and retains employees who are high contributors, have outstanding interpersonal and business skills, are engaged in our culture and communities, and who embody our company mission: to create superior value in a culture where people can grow both professionally and personally and where TRAITS matter.

 

DEAR VALUED SHAREHOLDERS:

It is my pleasure to invite you to the 2024 Annual Meeting of Shareholders. This is your opportunity to share your views with the Company and the Board. We value your feedback and take it into account as we execute our corporate and Board responsibilities. Our meeting will take place on Tuesday, July 9, 2024, at 10:00 am Central Time, at One Museum Place, 4th Floor, 3100 West 7th Street, Fort Worth Texas, 76107.

Fiscal Year 2024 Achievements

AZZ achieved a number of important milestones in fiscal year 2024. We celebrated the Company’s 37th consecutive year of profitable operations from continuing operations. This resulted in sales of over $1.5 billion for the first time in our Company history. The Company also exceeded its consolidated EBITDA margin and cash flow generation goals, target net leverage goal, and debt reduction goal while investing in a new coil coating facility in Washington, Missouri. These results confirm management’s successful execution on its strategic transformation to a focused metal coatings company. These results were delivered through a relentless focus on outstanding customer service, facilitated by the hard work and dedication of approximately 3,800 AZZ employees throughout North America.

The Company continued to create value for its customers and shareholders, despite macroeconomic uncertainties and evolving competitive pressures. Because of our success, we were able to return over $31.4 million to shareholders in fiscal year 2024 through dividends. The management team and Board understand, however, that short-term operational and financial results alone are not enough.

We are proud that AZZ also has developed a culture of environmental and social responsibility and doing the right thing. These efforts have recently been recognized by Newsweek who included the Company in their “America’s Most Responsible Companies” list for two consecutive years, and recognized by Forbes as one of ‘‘America’s Most Successful Small Companies’’.

We have a diverse Board, which facilitates better decision-making and contributes to the success of our Company. The Board also continues to oversee the Company’s progress towards its environmental and social goals. This commitment to good governance practices is an important driver of long-term value creation for shareholders. The information in this Proxy Statement and the Company’s other disclosures provide a glimpse into how this culture has helped the Company thrive and execute its strategy with a sense of pride and passion.

Future Outlook

As we look to the year ahead, we will continue to pursue initiatives to drive growth, target new acquisition opportunities, maintain our leadership position in the market segments in which we conduct business, continue to pay down debt, and further enhance shareholder value.

Changes to the Board in Fiscal Year 2025

Finally, after eight years of service as members of AZZ’s Board of Directors, Venita McCellon-Allen and Paul Eisman will not stand for re-election and will leave the AZZ Board immediately before the 2024 Annual Meeting. Additionally, as we previously disclosed, David Kaden resigned from the AZZ Board of Directors as of May 10, 2024, and will not stand for re-election at the 2024 Annual Meeting. We want to sincerely thank Venita, Paul and David for their contributions to AZZ and wish them well in their future endeavors.

In closing, we want to encourage all our fellow shareholders to vote. As we approach the Annual Meeting, please contact us with any questions or feedback. Your vote is very important to our business and continued success. We hope you will exercise your right to vote by following the instructions for voting contained in the Notice Regarding the Availability of Proxy Materials, or the paper or electronic copy of our proxy materials you received for the meeting.

On behalf of the Board and the entire management team, thank you for your continued support.

Sincerely,

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of AZZ Inc.:

Notice is hereby given that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of AZZ Inc. (hereinafter, the “Company” or “AZZ”) will be held as follows:

Notice:

A Notice Regarding the Availability of Proxy Materials (the “Notice”) was distributed to shareholders on or about May 28, 2024.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS

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AZZ’s Fiscal Year 2024 Proxy Statement and Annual Report are available at www.proxyvote.com

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TABLE OF CONTENTS

 

 

Non-GAAP Financial Measures

This Proxy Statement, including the Compensation Discussion and Analysis, contains financial measures presented on a non-GAAP basis. AZZ’s non-GAAP financial measures used in this document are as follows: 1) Adjusted earnings per share (“Adjusted EPS”); and 2) EBITDA. See “Appendix A” to this Proxy Statement for additional information concerning these performance measures and a reconciliation of Adjusted EPS for fiscal year 2024 to the most comparable U.S. GAAP financial measure. Further information about non-GAAP measures, including a reconciliation of Adjusted EBITDA to the most comparable GAAP measures for fiscal year 2024 is available on page 31 of our Annual Report on Form 10-K filed with the SEC on April 22, 2024.

PROXY STATEMENT SUMMARY

The summary below highlights information contained elsewhere in this proxy statement (“Proxy Statement”). This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references below are supplied to help you find detailed information on each proposal in this Proxy Statement.

2024 Annual Meeting of Shareholders

How to Vote

PROXY STATEMENT SUMMARY

Director Nominees For Fiscal Year 2025

Key Statistics about our Director Nominees for Fiscal Year 2025

Our Director Nominees have an effective mix of diversity, experience and fresh perspective.

PROXY STATEMENT SUMMARY

Corporate Governance Highlights

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

ESG Oversight Structure

AZZ is committed to growing its business in a sustainable and socially responsible manner. We have structured our sustainability efforts using a framework that focuses on environmental stewardship, social responsibility and corporate governance. AZZ has integrated its ESG targets and initiatives into the Company’s overall business strategy.

PROXY STATEMENT SUMMARY

Please refer to our website to view our most recent Environmental, Social Responsibility and Governance Report. References to our website in this Proxy Statement are provided as a convenience and the Company’s website and the information posted on our website including, but not limited to our Environmental, Social Responsibility and Governance Report, is neither a part of this Proxy Statement nor is it incorporated herein.

Environmental Stewardship

AZZ is committed to managing the business in an environmentally responsible manner and actively prioritizes the health and safety of its employees and the environment. Our Board of Directors and the management team oversee the environment, health and safety (“EHS”) practices and program strategy as the Company executes on its goals and initiatives.

PROXY STATEMENT SUMMARY

Commitment to Human Capital Management

We believe our employees are our greatest asset and our continued success is dependent on the expertise and engagement of our people.

Executive Compensation Highlights

We believe our executive compensation program strongly aligns executive pay with the interests of our shareholders. Our executive compensation program provides a combination of salary, short- and long-term incentives, and benefits to align executive officer and shareholder interests.

PROXY STATEMENT SUMMARY

We use the following principles to achieve these objectives:

PROXY STATEMENT SUMMARY

Fiscal Year 2024 Executive Compensation Program Elements

Fiscal Year 2024 Total Direct Compensation Mix

PROPOSAL 1 – ELECTION OF DIRECTORS

Our directors are elected by our shareholders annually and serve until the next annual meeting and until their successors are duly elected and qualified. Our Bylaws, as amended and restated, provide that the Board of Directors may consist of up to twelve (12) members. The Board is currently made up of eight (8) independent members (as set forth below) and Thomas E. Ferguson, President and Chief Executive Officer of the Company. Mr. Kaden resigned from our Board on May 10, 2024, at which time the Board fixed the number of directors at nine (9). Two of our current Board members, Mr. Paul Eisman and Ms. Venita McCellon-Allen, have primary experience and expertise in the energy and utility markets; because the Company disposed of its controlling interest in the Infrastructure Solutions business segment last year, and now is a predominantly metal coatings company, each of them will not be nominated for re-election at the expiration of their current term at the 2024 Annual Meeting, at which time the number of directors will be decreased from nine (9) and fixed at seven (7) members. Therefore, the Board proposes that the remaining seven (7) current members of the Board of Directors be nominated for re-election at the 2024 Annual Meeting to serve on the Board for a one-year term.

Proxies cannot be voted for a greater number of nominees than the number of nominees named herein. Our Bylaws require that, in an uncontested election, each director will be elected by a majority of the votes cast. If a nominee in an uncontested election does not receive a majority of the votes cast, he or she is required to promptly tender a resignation to the Board of Directors that is subject to acceptance or rejection by the Board of Directors within 90 days from the date of the certification of the election results. In the event an election of directors is contested, the voting standard will be a plurality of votes cast.

The Nominating and Corporate Governance Committee of the Board of Directors has nominated the directors noted below, for election each to serve a one-year term expiring at the 2025 Annual Meeting of Shareholders. These 2024 nominations were further approved by the full Board of Directors. We did not receive any shareholder nominations for directors for the 2024 Annual Meeting. All the proposed 2024 nominees currently serve as members of the Board of Directors with a term expiring at this year’s Annual Meeting. Because these elections are uncontested, a nominee for director must receive a majority of the votes properly cast at the meeting in person or by proxy to be elected. This means that the number of shares voted “FOR” a director must exceed the number of shares voted “AGAINST” that director, provided that a quorum is present at the 2024 Annual Meeting.

Each of the director nominees has consented to be named in this Proxy Statement and to serve on AZZ’s Board of Directors if elected. If for any unforeseen reason a nominee would be unable to serve if elected, the shareholders of AZZ as of the Record Date of the Annual Meeting may exercise their discretion to vote for a substitute nominee selected by the Board of Directors. However, the Board of Directors has no reason to anticipate that any of the nominees will not be able to serve, if elected. Detailed information on each director nominee is provided below beginning on page 11 of this Proxy Statement.

PROPOSAL 1 – ELECTION OF DIRECTORS

Nominees for Election of Directors:

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL 1 – ELECTION OF DIRECTORS

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

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

PROPOSAL 1 – ELECTION OF DIRECTORS

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Corporate Governance

The Board of Directors believes that strong corporate governance is a prerequisite to the continued success of the Company. The Board of Directors has adopted formal, written Corporate Governance Guidelines designed to be in line with current best practices in corporate governance. Among other things, the guidelines contain standards for determining whether a director is independent, based upon the independence requirements of the New York Stock Exchange (the “NYSE”). The Nominating and Corporate Governance Committee is responsible for overseeing and reviewing the Company’s Corporate Governance Guidelines and Code of Conduct at least annually and recommending any proposed changes to the full Board of Directors for its approval. The Company’s Code of Conduct is applicable to all of our directors, officers and employees, to provide greater emphasis on evolving legal and regulatory requirements and best practices. The Corporate Governance Guidelines, Code of Conduct, Vendor Code of Business Conduct, Environmental Health and Safety Policy, Human Rights Policy and charters for the Audit, Compensation and Nominating and Corporate Governance Committees are available on the Company’s website at www.azz.com, under the heading “Investor Relations — Corporate Governance.”

Environmental, Social and Governance (“ESG”) Oversight and Activities

AZZ is committed to growing its business in a sustainable and socially responsible manner. We have organized our sustainability efforts using a framework that focuses on environmental stewardship, social responsibility, corporate governance, and integrated our sustainability strategy and initiatives into our overall business strategy.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

The Company formed a Sustainability Council in 2019 with members selected based on their knowledge of sustainability issues, their functional expertise and their ability to integrate sustainability into our operations and corporate culture. The Board’s Nominating and Corporate Governance Committee provides oversight of the Company’s ESG policies and sustainability practices. AZZ’s Chief Legal Officer and various members of the Sustainability Council updates the Nominating and Corporate Governance Committee on the progress of the Company’s sustainability efforts and the Sustainability Council’s recommendations to continue to advance the Company’s ESG initiatives.

With executive-level sponsorship and Board oversight of the program, sustainability has top-down support and is a company-wide priority. As part of our commitment towards good corporate citizenship, we have adopted a Vendor Code of Business Conduct, Environmental Health and Safety Policy and a Human Rights Policy, all of which are available online, in all languages we conduct business, at www.azz.com/ESG.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

ESG Oversight Structure

We remain dedicated to advancing ESG as a strategic priority across our organization while we stay focused on driving growth, enhancing shareholder value, reducing our impact on the environment and continuing to invest in our employees and the communities in which we live and work.

Our efforts this past fiscal year have focused on evaluating alternative opportunities to improve our energy consumption, and carbon emissions to increase workplace safety, and our diversity, equity and inclusion efforts.

We believe that investing in our people and operating our business safely and sustainably will drive long-term value for AZZ and its shareholders. We are committed to continuously improving our sustainability policies and practices.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Our Culture

At AZZ, our culture is defined by our corporate values of Trust, Respect, Accountability, Integrity, Teamwork and Sustainability (TRAITS). We value our employees by continuously investing in their training and development, including offering a healthy work-life balance, providing competitive compensation and benefit packages, encouraging a team-oriented and collaborative environment, and open communication amongst our employees. We strive to build, maintain and create a work environment that attracts and retains employees who are high contributors, have outstanding skills, are engaged in our corporate culture and communities and who embody our mission. AZZ’s mission is to create superior value in a culture where people can grow both professionally and personally and where TRAITS. matter.

Attracting, developing and retaining the best talent in our industry is crucial to all aspects of AZZ’s long-term strategy and continued success. We recognize that a highly engaged workforce directly contributes to our efforts to improve AZZ’s sustainability performance, and we believe employees are inspired to go the extra mile if they personally identify with and are aligned with their organization’s business.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Diversity and Inclusion

We embrace the diversity of our employees, customers, vendors, suppliers, stakeholders and consumers, including their unique backgrounds, experiences, creative solutions, skills and individual talents. Everyone is valued and appreciated for their distinct contributions to the continued growth and sustainability of our business.

Equal opportunity employment is a fundamental principle of our Company, where employment and applications for employment are evaluated based upon an applicant’s capabilities and qualifications without discrimination based on actual or perceived race, color, religion, sex, age, national origin, disability, genetic information, marital status, veteran status, sexual orientation, or any other protected characteristic as established by applicable local, state, federal law or international laws. Equal opportunity and inclusion are incorporated into all of AZZ’s policies and procedures relating to recruitment, hiring, retention, promotions, compensation, benefits, discipline, termination and all of AZZ’s other terms and conditions of employment. We seek to continuously improve our hiring, development, advancement and retention of a diverse talent pool and increase our overall diversity representation.

Percentage of Employees by Gender for Fiscal Year 2024

Percentage of Employees by Age for Fiscal Year 2024

Employee Compensation and Benefits

We are committed to paying our employees fair compensation that is commensurate with their experience, performance, job responsibilities and is competitive in the markets in which they work. We conduct regular surveys of the market rates for job positions to ensure that our compensation is competitive. We offer annual merit-based increases, as well as annual short- and long-term incentive packages that are aligned with the Company’s key business objectives and are intended to motivate and reward high performance results that align with superior shareholder value creation.

We believe our employees are critical to the continued success of our business and we structure our benefits package to attract and retain a highly talented and engaged workforce. We are continuously evaluating our programs to adapt to our employees’ and their families needs, market trends, and to provide comprehensive health, wellness and quality of life coverage. Our programs vary by location, but most include the following benefits:

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Growth and Development

We invest in and provide ongoing development and continuous learning opportunities for all AZZ employees. AZZ supports enterprise-wide training and talent development by offering a variety of instructor-led and self-paced learning programs ranging in audience from individual contributors to supervisors and executive leadership. We also provide a variety of resources to help our employees grow professionally and personally and build new skills, including: (i) online development courses containing unlimited access to more than 4,500 learning modules; (ii) continuing education credits; and (iii) in-person conferences, seminars, as well as subject matter videos and webinars. AZZ also provides tuition reimbursement for employees enrolled in higher education programs directed at improving their performance or helping them prepare for future leadership roles within the Company. We also emphasize individual development training as part of our annual performance goal setting process.

Annually, all employees have the opportunity and are encouraged to provide feedback on their employee experience through an anonymous and confidential employee survey. The feedback received through this survey is used to drive actions to improve the overall experience for employees across the Company, as well as to support continuous improvement in leader effectiveness and to enhance our corporate culture.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Health and Safety

Core to our corporate values and TRAITS by which we conduct our business, AZZ emphasizes safeguarding our people and fostering a culture of safety awareness that promotes the wellbeing of our employees, contractors and business partners. We maintain a safety culture grounded on the premise of eliminating workplace incidents, risks and hazards, while operating and delivering our work responsibly and sustainably. AZZ has created and implemented health and safety training and audit processes as well as incident learning communications to help mitigate safety events and to reduce the frequency and severity of accidents in the future. AZZ has safety teams and has a formal mentor training program that includes a diverse group of management and hourly employees that contribute to the overall safety culture of our facilities.

The Company reviews and monitors safety performance closely. Our ultimate goal is to achieve zero serious injuries through continued investments in, and focus on, core safety programs and injury reduction initiatives. The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of our operations. Lagging indicators include the Occupational Safety & Health Administration: (i) Total Recordable Incident Rate (“TRIR”); (ii) Lost Time (or Lost Workday) Incident Rate (“LTIR”) based upon the number of incidents per 100 employees (or per 200,000 work hours); and (iii) Days Away, Restricted or Transferred Rate (“DART”). Leading indicators include reporting of all near miss events, as well as environmental, health and safety coaching and engagement. In fiscal year 2024, AZZ had another year of zero work related employee fatalities at 61 locations throughout the United States and Canada.

Environmental Stewardship

AZZ is committed to managing our business in a sustainable manner which includes prioritizing health and safety for our employees as well as conducting our operations in an environmentally responsible manner. Our Board of Directors and management continue to oversee our environment, health and safety (“EHS”) practices and support the further development of our ESG strategy as we progress our sustainability goals and initiatives.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

   

Named in Newsweek’s list of America’s Most Responsible Companies in 2023 and 2024

AZZ Cares Foundation

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Community Involvement

Our commitment to supporting people extends beyond just our employees. Many of our employees are connected and involved in the numerous communities where we operate. AZZ and its employees donate money, time, skills and resources to support many non-profit organizations and charitable programs in the communities in which we live and work, including youth development programs, university research endowments, internships, local food pantries and several other charitable organizations.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Our Shareholder Engagement Program

​	BOARD-DRIVEN ENGAGEMENT​	​
​	Our Board of Directors oversees the shareholder engagement process and regularly reviews and assesses shareholders’ input. Our Compensation Committee receives regular reports on shareholders’ input on compensation. Both our Chair of the Board and our executive management team play a central role in our Board of Directors’ shareholder engagement efforts. Our other directors may also participate in meetings with shareholders.	​

​	COMMITMENT CODIFIED IN GOVERNING DOCUMENTS​	​
​	Our Corporate Governance Guidelines and our Nominating and Corporate Governance Committee’s charter codify our Board of Directors’ oversight of shareholder engagement; they reflect our Board’s understanding of the critical role shareholder engagement has on our governance.	​

​	PROCESS OVERVIEW	​
​	Our Chair of the Board and members of our executive management team regularly engage with shareholders on a variety of topics and carefully consider the feedback we receive to take action when appropriate.	​
​	We have increased our shareholder engagement communications, enhanced the Company’s strategic content and built stronger relationships with the investor community through our Senior Vice President of Marketing, Communications and Investor Relations.	​
​	The feedback we receive from our shareholder engagement meetings provides our Board and executive management team with insights into the scope of topics important to our shareholders.	​

​	KEY ENGAGEMENT TOPICS DISCUSSED WITH SHAREHOLDERS				​
​		​	​	Board Composition, Refreshment and Diversity	​
​		​	​	Board Oversight of Corporate Strategy and Risk Management	​
​		​	​	Human Capital Management	​
​		​	​	ESG Disclosure and Reporting	​
​		​	​	Environmental and Social Matters	​
​		​	​	Shareholder Engagement and Activism	​

​	YEAR-ROUND ENGAGEMENT AND BOARD REPORTING​	​
​	Our Investor Relations team conducts regular, year-round outreach to shareholders through in-person meetings, video conferences and by phone to obtain their feedback on our short- and long-term strategies and how our strategic initiatives lineup with macro and micro economic trends in the markets that we sell into and service. Our Investor Relations team provides periodic Company updates throughout the year to our institutional shareholders, driving awareness of our significant corporate initiatives, corporate governance, environmental and social matters and any applicable changes in our Board or executive management team.	​

​	TRANSPARENT AND INFORMED GOVERNANCE ENHANCEMENTS​	​
​	Our Nominating and Corporate Governance Committee routinely reviews and provides feedback on our governance practices and policies, including our shareholder engagement practices. Shareholders’ feedback is regularly shared with our Board of Directors, its committees and management. In addition to shareholders’ sentiments, our Board of Directors considers trends in governance practices and regularly reviews the voting results of our shareholders’ meetings, the governance practices of our peers and current trends in governance.	​

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

By the Numbers: Depth of Shareholder Engagement during Fiscal Year 2024

Also, during fiscal year 2024:

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we met with and participated in various evaluations, ratings and ranking surveys, such as the S&P Global, Sustainalytics, Institutional Shareholder Services, Inc. (“ISS”) and MSCI Inc.; and

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the Company increased the number of sell-side analysts that provide coverage by 66%, which positively impacts shareholder awareness.

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What we Learned from our Meetings with Shareholders

Our engagement initiatives have covered a wide range of important governance topics, operations, and strategic initiatives providing valuable insights and feedback regarding the following areas of investor focus:

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Demonstrated Track Record of Responsiveness to Shareholders and Other Stakeholders

Our Board of Directors evaluates and reviews input from our shareholders in considering their independent oversight and the Company’s strategic objectives. As part of our commitment to robust engagement with our shareholders and other stakeholders, we evaluate and respond to the views voiced by our shareholders. Our continuing dialogue has led to enhancements in corporate governance, progressing our ESG initiatives and ensuring our executive compensation practices are directly aligned with our shareholders interest, which our Board of Directors believes are all in the best interest of the Company and its shareholders.

New Director Orientation

The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s new director orientation program. New directors participate in an orientation program that assists new directors in becoming knowledgeable about the Company and its markets, our corporate governance policies and procedures and effectively integrating the new director into our standard Board practices. The Company’s Chief Legal Officer and Secretary is responsible for administering the program and reporting to the Nominating and Corporate Governance Committee the status of the orientation process with respect to each new director. Orientation includes a visit to the Company’s corporate headquarters for a personal comprehensive briefing by senior management on AZZ’s strategic plans; significant financial and accounting matters, enterprise risk management; compensation policies and practices, as well as an overview of the Company’s key policies and various responsibilities of the Board and its Committees.

Continuing Director Education

AZZ encourages continuing director education for its Board members to keep current on relevant macro and micro economic trends in business, corporate governance best practices and various issues pertaining to AZZ’s markets and the industries in which it participates. The Company provides continuing director education through individual speakers who make relevant presentations in connection with in-person Board meetings. The Company’s Chief Legal Officer and Secretary monitors pertinent developments in director education and periodically updates the Board regarding regulatory compliance, government relations and Board governance topics. Board members may also attend outside director continuing education programs at the Company’s expense to assist them in keeping pace with developments in corporate governance and other critical issues relating to the operations of a public company board.

Directors’ Attendance at Board and Committee Meetings and at the Annual Meeting of Shareholders

Our Board of Directors met 5 times during fiscal year 2024. Although not required, all directors are encouraged to attend, and typically have attended, our annual meeting of shareholders. All of our directors serving at the time of the 2023 Annual Meeting of Shareholders attended such meeting.

Board Committees

The Board of Directors has established three standing Board committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee is governed by a charter that is reviewed annually and revised as deemed necessary and in line with best corporate governance practices. A copy of each charter is available on the Company’s website at www.azz.com under the heading “Investors”. Mr. Ferguson, the Company’s President, Chief Executive Officer and a Board member, does not serve on any Board committees. Information about each of the Board committees, including membership for the fiscal year ended February 29, 2024, is set forth below.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Director Nomination Process

The Board is responsible for recommending director candidates for election by the Company’s shareholders and for electing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Nominating and Corporate Governance Committee who identifies, evaluates and recruits highly qualified director candidates and recommends them to the Board.

Director Independence

It is our policy that the Board of Directors will at all times consist of a majority of independent directors. AZZ recognizes the importance of having an independent Board of Directors that is accountable to both AZZ and its shareholders. In addition, all members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must be independent. To be considered independent, a director must satisfy the independence requirements established by the NYSE and the SEC. The Board of Directors will consider and apply all facts and circumstances relating to each director in determining independence. The Board of Directors has determined that all of the current members of the Board of Directors, including those who are also nominees for director at the 2024 Annual Meeting of Shareholders, have no material relationship with the Company and are independent within the meaning of the Company’s Corporate Governance Guidelines and Section 303A.02 of the NYSE Listed Company Manual, except for Thomas E. Ferguson. Mr. Ferguson is employed as the Company’s President and Chief Executive Officer (“CEO”). The Board of Directors also previously determined that Mr. Kaden was independent.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Board Member Qualification Criteria

The Nominating and Corporate Governance Committee seeks director nominees with diverse skills and experience needed to properly oversee the interests of the Company. The committee members carefully evaluate each perspective candidate to ensure that he or she possesses the experience, qualifications, attributes and skills considered by the Nominating and Corporate Governance Committee necessary to serve as an engaged and effective Board member (the “Board Member Qualification Criteria”). In evaluating Board member nominees, the crucial qualities considered by the committee include, among other things:

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practical wisdom and mature judgment;

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personal and professional demonstration of ethics, integrity and professionalism;

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willingness to represent the best interests of the Company’s shareholders and objectively appraise management’s performance;

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having the requisite time and availability to attend and contribute to the Board and Board Committee meetings; and

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diversity of race, ethnicity, gender, age, cultural background and expertise.

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The Nominating and Corporate Governance Committee also believes that the Board of Directors should be composed of individuals who have achieved a high level of distinction in their business career and who possess one or more of the following specific qualities or skills:

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Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, or other executive level experience;

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financial and accounting expertise;

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experience in mergers and acquisitions, including integration of acquisition targets;

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corporate governance expertise;

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relevant industry knowledge of AZZ’s metal coating businesses and the markets it serves; and

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strategic planning and growth initiatives, capital markets; and/or

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Board oversight expertise.

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The Nominating and Corporate Governance Committee does not have a formal policy regarding the consideration of diversity in identifying director nominees, though diversity is always considered, among many other factors, with a view that all types of diversity will benefit and contribute to a highly functional Board of Directors. When identifying and recommending director nominees, the Nominating and Corporate Governance Committee views diversity expansively to include, without limitation, race, gender, national origin, differences of viewpoint, professional experience, education, specialized skills such as broad exposure to capital markets or other qualities or attributes such as strategic business transformation expertise that when combined all collectively contribute to the Board’s effectiveness. The Nominating and Corporate Governance Committee believes that including diversity as one of the many factors considered in selecting potential director nominees is consistent with its goal of creating a diverse Board of Directors that best serves the needs of the Company and the interests of its shareholders.

Internal Process for Identifying Candidates

Members of the Nominating and Corporate Governance Committee or other AZZ directors or executive officers may, from time to time, identify potential candidates for nomination to our Board of Directors. All proposed nominees, including candidates recommended for nomination by shareholders in accordance with the procedures described below, will be evaluated considering the Board Member Qualification Criteria and the projected needs of the Board of Directors at the time candidates are considered for nomination. The Nominating and Corporate Governance Committee may also retain a search firm to assist in identifying potential candidates for nomination to the Board of Directors. The search firm’s responsibilities would include identifying and evaluating several candidates believed to possess the qualities and characteristics set forth in the Board Member Qualification Criteria, providing background information on potential nominees and interviewing and screening nominees if requested to do so by the Nominating and Corporate Governance Committee.

Board Composition and Ongoing Refreshment

In recent years, the Board of Directors has focused on director refreshment with a view towards adding diversity of ethnicity and gender skills and strategic transformation experience necessary to provide appropriate oversight and guidance with respect to AZZ’s long-term strategy to become a predominately metal coatings company. The Board understands the importance of Board refreshment, and strives to maintain an appropriate balance of tenure, turnover, diversity and skills on the Board. The Board also believes that new perspectives and

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

ideas are critical to a forward looking and strategic Board, but must be appropriately balanced with the valuable experience and continuity that longer serving directors provide. Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of our shareholders, will continue to be a top priority.

The Board of Directors is committed to a continuous Board refreshment process including the following goals:

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add directors with significant industrial manufacturing or metal coatings expertise;

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consider recruiting directors with ESG, cybersecurity or chief innovation experience;

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continue to add diversity and strength to the Board through race, gender, age, national origin, education, differences in professional exposure and experience; and

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to gradually add members to the Board over the next several years, to further reduce the average age and tenure of the Board members while maintaining Board functionality and stability over time.

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The Company’s Corporate Governance Guidelines require that a non-employee director having attained the age of 75 during his or her term, to retire at the end of that term. The Board of Directors does, however, have the discretion to waive this requirement if individual circumstances indicate that a waiver would be in the best interests of the Company, at the time of such retirement.

Shareholder Recommendations for Directors

The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders for election to our Board of Directors. A shareholder who wishes to recommend a candidate for evaluation by the Nominating and Corporate Governance Committee should forward the candidate’s name, business or residence address, principal occupation or employment and a description of the candidate’s qualifications to the Chair of the Nominating and Corporate Governance Committee, in care of the Corporate Secretary, AZZ Inc., One Museum Place, 3100 West 7th Street, Suite 500, Fort Worth, Texas 76107. In addition, the Corporate Secretary must receive the request for consideration and all required information no later than 5:00 p.m., local time, on January 28, 2025. Proposals should be sent via registered, certified or express mail. The Corporate Secretary will send properly submitted shareholder recommendations to the Chair of the Nominating and Corporate Governance Committee.

In order for a candidate proposed by a shareholder to be considered by the Nominating and Corporate Governance Committee for inclusion as a Board nominee at the 2025 Annual Meeting of Shareholders, the candidate must meet the Board Member Qualification Criteria described above and must be expressly interested and willing to serve as an AZZ director. Individuals recommended to the Nominating and Corporate Governance Committee by shareholders in accordance with the procedures described above will be evaluated by the Nominating and Corporate Governance Committee in the same manner as individuals who are recommended through other means.

Shareholder Nominations of Directors

Article III, Section 3.08 of our Bylaws also permits a shareholder to propose a candidate at an Annual Meeting who is not otherwise nominated by the Board of Directors if the shareholder complies with the advance notice, procedural, information and consent provisions and related disclosure and representations requirements contained in the Bylaws as well as any other applicable legal requirements including, but not limited to, the SEC’s rules and regulations. To comply with the notice provisions of the Bylaws, including any notice of solicitation of proxies intended to be submitted in accordance with the requirements of Rule 14a-19 of the Exchange Act, a shareholder who wishes to nominate a director at the 2025 Annual Meeting of Shareholders must provide AZZ written notice meeting the requirements set forth in the Bylaws, and the requirements of Rule 14a-19 of the Exchange Act if applicable, to the attention of the Company’s Corporate Secretary by mail to AZZ Inc., One Museum Place, 3100 West 7th Street, Suite 500, Fort Worth, Texas 76107 no earlier than March 10, 2025 and no later than April 9, 2025.

Requirements for Shareholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials or Presented at the 2025 Annual Meeting of Shareholders

Proposals that a shareholder intends to present at the 2025 Annual Meeting of Shareholders and wishes to be considered for inclusion in the Company’s Proxy Statement relating to the 2025 Annual Meeting of Shareholders must be received no later than January 28, 2025. All proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of shareholder proposals in company sponsored proxy materials. Shareholder proposals must be delivered to the Company’s Corporate Secretary by mail at AZZ Inc., One Museum Place, 3100 West 7th Street, Suite 500, Fort Worth, Texas 76107.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Additionally, Article II, Section 2.08 provides that notice of any proposal that a shareholder intends to present at the 2025 Annual Meeting of Shareholders, but does not intend to have included in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders, must be delivered to the Company’s Corporate Secretary by mail at AZZ Inc., One Museum Place, 3100 West 7th Street, Suite 500, Fort Worth, Texas 76107, not earlier than the close of business on March 10, 2025 and not later than the close of business on April 9, 2025. The notice must be submitted by a shareholder of record and must set forth all of the information that is required by the Company’s Bylaws. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information regarding how to register your shares directly in your name as a shareholder of record.

Strategic Planning

The Board has oversight responsibility for management’s establishment and execution of corporate strategy and meets with the executive officers to discuss and approve the Company’s short- and long-term strategic plans, financial goals, capital spending projects and other factors critical to the Company’s successful performance. The Company’s executive officers provide quarterly reports to the Board on the progress of its strategic initiatives. During Board meetings, directors review: key financial performance metrics; market indicators; the status of legal matters, various capital deployment options, the construction of its greenfield facility in Washington, MO, and various acquisition opportunities. The CEO communicates regularly with the Board on important business issues, opportunities and developments.

Capital Allocation

Our capital allocation approach is based on the following priorities to increase returns to shareholders:

​	HIGH ROIC INVESTMENTS	​
​	We focus on organic growth, strategic customer partnerships, and productivity.	​

​	ACQUISITIONS	​
​	We continue to prioritize opportunistic, highly accretive bolt-on acquisitions.	​

​	REDUCE LEVERAGE	​
​	We target a net leverage ratio of between 2.5 to 3.0x.	​

​	RETURN CAPITAL	​
​	We are committed to sustaining dividends.	​

Meetings of Independent Directors without Management Present

To empower our independent directors to provide effective oversight of management, our independent directors meet at regularly scheduled executive sessions without members of AZZ’s management team present. The independent directors met without management present five times during the last fiscal year. Executive sessions ordinarily are held in conjunction with quarterly scheduled Board meetings. Mr. Feehan, as our independent Chair of the Board of Directors, presides over these executive sessions.

Board Leadership Structure

The Board of Directors has flexibility under its governance guidelines to select an appropriate leadership structure, which is reviewed annually by the Nominating and Corporate Governance Committee. The Board of Directors believes that it is preferable for one of its independent, non-employee members to serve as Chair because it places an independent director in a position of leadership on the Board which it believes adds value to AZZ’s shareholders by facilitating a more efficient exercise of the Board’s fiduciary duties. We believe the separation of the Chair of the Board and the Chief Executive Officer positions allows the non-employee Chair of the Board to provide support and advice to the Chief Executive Officer, reinforces accountability and the reporting relationship of the Chief Executive Officer to the Board. The Board of Directors further believes this structure is appropriate given that the Chief Executive Officer has the day-to-day responsibility to operate the Company and the Chair of the Board has the responsibility to lead and coordinate the functions of the Board of Directors. The non-employee directors appoint the non-management Chair of the Board of Directors. The duties of the Chair of the Board are to:

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Preside over all meetings of the Board;

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Preside over executive sessions or other meetings of the non-employee directors;

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Recommend the retention of any consultants, legal, financial or other professional advisors who are necessary or required to fulfil the Board’s fiduciary duties and obligations and such advisors shall report directly to the Board of Directors;

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Consult with management and Board members as to the agenda items for Board and Board committee meetings;

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MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

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Coordinate with Board committee chairs in the development of and recommendations regarding Board committee meeting topics and agendas;

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Advise the CEO of decisions reached, and suggestions made during the executive sessions of the non-management directors;

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Facilitate communication between the directors and the Chief Executive Officer;

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Preside over annual shareholders meetings and calling special meetings of shareholders; and

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Be available for consultation and direct communication with shareholders.

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The Board of Directors believes its leadership structure not only provides for strong independent leadership, but also is in the best interests of the Company’s shareholders given that it effectively positions the Chief Executive Officer as the Company’s leader and permits the Chief Executive Officer to focus his attention on the daily management of the Company’s business operations. The Board of Directors understands that its current approach to leadership structure of the Company may evolve over time, as circumstances may change. Consequently, the Board of Directors annually re-examines its corporate governance policies and leadership structure to ensure that it continues to meet the Company’s needs and strategic objectives.

The Board of Directors believes that AZZ’s Bylaws and Corporate Governance Guidelines help ensure that effective and independent directors will continue to provide oversight of the Company’s commitment to best practices in corporate governance. Under AZZ’s Bylaws and Corporate Governance Guidelines, the Board maintains the following long-standing practices, in addition to those described above:

​	DIRECTORS STAND FOR ELECTION ANNUALLY BY MAJORITY VOTE	​
​	Pursuant to AZZ’s Bylaws, all members of its Board of Directors are elected annually. Our Bylaws require that we use a majority voting standard for director elections.	​

​	OUR NON-EMPLOYEE DIRECTORS HOLD REGULAR EXECUTIVE SESSIONS	​
​	AZZ’s non-employee directors meet in executive session at each regularly scheduled Board meeting without management present.	​

​	BOARD MEMBERS MAY SUBMIT AGENDA ITEMS AND INFORMATION REQUESTS	​
​	Each Board member may request items to be placed on the agenda for Board meetings, raise subjects that are not on the agenda for that meeting or request information that has not otherwise been provided during the meeting. Additionally, the Chair of the Board reviews and approves all Board meeting schedules and agendas and consults with the CEO regarding other information sent to the Board in connection with Board meetings or other Board action items.	​

​	BOARD MEMBERS HAVE COMPLETE ACCESS TO MANAGEMENT AND BOARD COMMITTEE CHAIRS	​
​	Each Board member has complete and open access to any member of the Company’s management team regarding any matter they would like to inquire about and to the Chair of each Board committee for the purpose of discussing any matter related to the work of such committee.	​

​	BOARD MEMBERS MAY REQUEST SPECIAL BOARD MEETINGS	​
​	Special meetings of the Board may be called by the Chair of the Board or the Company’s CEO or Secretary at the request of any Board member.	​

​	THE BOARD OR ANY BOARD COMMITTEE MAY RETAIN INDEPENDENT ADVISORS	​
​	The Board and each Board committee has the authority, at any time, to retain independent legal, financial and other advisors as they deem appropriate.	​

Annual Board and Committee Evaluations

The Board believes it is important to annually evaluate the performance of the Board, its committees and solicit individual directors peer evaluations and act upon the feedback received. It is essential that the Board, its committees and individual Board members are performing effectively and in the best interests of the Company and its shareholders. As part of the Board’s evaluation process, directors consider various topics related to Board composition, structure, effectiveness, responsibilities, potential areas for future education and training, as well as the overall mix of director skills, experience and backgrounds.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

The Role of the Board in Succession Planning

The Board believes effective succession planning to select successors to the Chair of the Board, the Chief Executive Officer and other members of the Company’s executive management team is important to the Company’s continued success. The Compensation Committee, in consultation with the Chief Executive Officer, annually reports to the Board on the Company’s executive management succession planning process. The Board periodically reviews and discusses with the Compensation Committee, the Chair of the Board and the Chief Executive Officer during executive sessions potential successors to the Chief Executive Officer and other members of the Company’s executive management team. Through this process, the Board receives information that includes qualitative evaluations of potential successors to the Chief Executive Officer and other executive officers. Each Board member has open access to any member of the executive management team. AZZ believes this enhances the Board’s oversight of succession planning. The Chair of the Board and the Chief Executive Officer periodically provide to the Board their respective recommendations and evaluations of potential successors, along with a review of any development plans recommended for such candidates.

The Board’s Role in Risk Oversight

The Company’s Board of Directors is responsible to provide oversight of the Company’s enterprise risk management, including: climate-related risks and opportunities; macro and micro economic trends; changes in market factors and industry dynamics; cyber threats; financial reporting; capital deployment; debt reduction; sourcing more favorable financial terms; securing new M&A opportunities; and executing the Company’s short- and long-term corporate strategy. This oversight function necessarily focuses on the most significant risks facing the Company and is deemed an important priority by the Board of Directors. The Board of Directors does not attempt to view in isolation risks applicable to the Company’s business but rather considers various enterprise risks holistically and as a proper component of execution on the Company’s short-term and long-term strategy. Neither the Company’s leadership team nor the Company’s Board of Directors believes it is possible, nor even desirable, to eliminate all business risk. Rather, well-reasoned and calculated risk-taking by management is deemed appropriate and necessary for the Company to remain competitive and successfully grow its market share in its various end markets.

While the Board of Directors generally oversees risk management, the overall responsibility for daily management of the Company’s risk resides with the Company’s Chief Executive Officer and other members of the Company’s executive team who are responsible for the ongoing assessment and management of Company risk, including risks relating to: operations; financing; working capital optimization; governance; sustainability; cybersecurity; litigation; developing and implementing strategic growth initiatives; the smooth integration of acquisitions into the Company’s existing operations; the Company’s public company compliance programs; financial reporting; and public disclosures. The Company has established robust internal processes and controls for identifying and managing risk, including comprehensive internal and external audit processes. These processes have been designed to allow management to effectively identify and manage risks and to timely communicate the results of such activities to the Board of Directors. Management routinely communicates with the Board of Directors, its committees and individual directors. As a result, throughout the year, the Board of Directors and its committees communicate with each other and with management. The Company’s strategic and operational risks are presented and regularly discussed with the Board of Directors during the Chief Executive Officer’s quarterly operational report. The Company’s financial and operating

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

results are specifically addressed during the presentations at each Board meeting. The Board of Directors also weigh additional risks when considering specific actions proposed by management.

AZZ’s Enterprise Risk Management Structure and Process

Each year, the Company’s Director of Internal Audit conducts an enterprise risk management assessment for each business segment as well as the Company as a whole, and presents its findings to the Audit Committee, which includes identifying the top risks to the Company that could potentially have a considerable adverse impact on the Company’s operating performance and reputation. Throughout the year, management reviews these risks and discusses any new events or emerging trends (engaging with outside advisors, where appropriate) that may impact the top risks or impact the magnitude or likelihood of such risks occurring.

This comprehensive risk evaluation process assists the Company’s leadership team to identify, assess and prioritize potential enterprise risks effectively, leading to improved risk management practices and safeguarding the Company’s long-term interests.

Climate Related Risk Management

The Company’s leadership team in coordination with the Sustainability Council, and the Legal Department, regularly evaluates potential, emerging, and current climate-related risks that could result in an adverse impact on our operations. These risks include, among others:

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Increased Regulation: Several governments and regulatory bodies have introduced or are considering regulatory changes in response to climate change, including regulations aimed at reducing greenhouse gas (“GHG”) emissions through more stringent emission standards, renewable energy targets, carbon emission pricing, and similar initiatives while requiring heightened environmental monitoring and disclosures. These initiatives aimed at reducing GHG emissions could potentially negatively impact our operations directly or indirectly through our customers or suppliers and may require increased environmental reporting, more emissions controls, the purchase of future capital equipment, and other costs to comply.

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Physical Risks: Climate change impacts, such as extreme weather and natural resource shortages, could disrupt our operations or adversely impact our supply chains, end markets and product shipments.

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The future financial impact of the heightened focus on sustainability practices for all companies and the growing pressure to increase efficiencies in their consumption of resources will depend upon future regulations regarding GHG emissions, and will be impacted by several factors including, but not limited to:

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the sectors covered;

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future permitted levels for GHG emissions;

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the extent to which we would be entitled to receive emission allowance allocations or would need to invest in additional emissions equipment or compliance instruments, either on the open market or through auctions;

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the price and availability of variable emission allowances and carbon reduction credits; and

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the impact of future legislation or other environmental regulations on our ability to recover any increased costs incurred through future price increases for our products.

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MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Committee Oversight

In addition to the presentation of information to the full Board of Directors, the Board has delegated responsibility for the oversight of certain risks to the proper Board committees. These committees regularly meet and report to the full Board of Directors at each Board meeting. In particular:

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The Audit Committee oversees the integrity of the financial statements of the Company, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function, its independent auditors, and the Company’s compliance with legal and regulatory requirements. Complaints and concerns relating to AZZ’s accounting matters should be communicated to the Audit Committee. Any such communications may be made on an anonymous basis. Any concerns or complaints may be reported to the Audit Committee through a third-party vendor, NAVEX Global Inc., which has been retained by the Audit Committee for this purpose. The AZZ Alertline may be accessed toll-free at 1 (855) 268-6428 or via the website at www.azz.alertline.com. Outside parties, including customers, vendors, suppliers or shareholders may raise issues regarding accounting matters to the attention of the Audit Committee by writing to the Chair of the Audit Committee, AZZ Inc., 3100 West 7th St., Suite 500, Fort Worth, TX 76107. All complaints and concerns will be reviewed under the direction of the Audit Committee and oversight provided by the Board of Directors and other appropriate persons as determined by the Audit Committee.

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The Compensation Committee oversees the risks relating to the Company’s compensation philosophy and programs and generally evaluates any potential effect the Company’s compensation structure may have on management risk taking. The Compensation Committee reviews the recommendations of the Company’s management regarding adjustments to the Company’s executive compensation program. The Compensation Committee has retained and regularly meets with Meridian Compensation Partners, LLC (“Meridian”), its independent executive compensation consultant, which assists the Compensation Committee in evaluating the Company’s compensation program and adherence to the philosophies and principles as discussed under “Executive Compensation — Compensation Discussion and Analysis.” The Compensation Committee also monitors risks relating to the overall management and organizational structure, as well as succession planning at the executive officer and key leadership levels.

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The Nominating and Corporate Governance Committee provides oversight on the composition of the Board of Directors and its committees and provides leadership to the Board in maintaining best corporate practices in the Company’s corporate governance principles and practices. Many of our corporate policies are summarized in the Company’s Code of Conduct, including our policies regarding conflict of interest, zero tolerance for retaliation, insider trading, related-party transactions, environmental health and safety, human rights, confidentiality and compliance with laws and regulations applicable to the Company’s business. The Nominating and Corporate Governance Committee also provides oversight and strategic guidance on Company policies and initiatives relating to operating its business sustainably, including energy efficiency, climate-related risks and other environmental initiatives, policies and targets.

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All officers, directors, employees and representatives are required to acknowledge and agree to be bound by the Company’s Code of Conduct and are subject to disciplinary action, including termination, for violations. The Code of Conduct is published on our website at www.azz.com under the heading “Investor Relations.” Any amendments to the Code of Conduct or the grant of a waiver from a provision of the Code of Conduct requiring disclosure under applicable SEC rules will be disclosed on our website, www.azz.com. Under our Code of Conduct, directors, officers and employees are expected to report any violation or waiver of any provision of the Code of Conduct to the Company’s Chief Legal Officer. Anyone may report matters of concern through our anonymous, confidential toll-free AZZ Alertline at 1 (855) 268-6428, online at www.azz.alertline.com, or by writing to the Chief Legal Officer, AZZ Inc., 3100 West 7th St., Suite 500, Fort Worth, TX 76107.

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As indicated above, the Board of Directors’ proper role is risk oversight as opposed to the day-to-day management of risks, which is solely the focus and the responsibility of the Company’s management team. The Board of Directors believes this division of responsibility provides an effective means for addressing the full spectrum of risks applicable to the Company. Furthermore, the Board of Directors believes that its leadership structure, with an independent, non-management chair of the Board of Directors and of each committee, supports its risk oversight function.

Board Oversight of Cybersecurity and Information Security Risk

As cyber threats grow more frequent and complex globally, AZZ acknowledges that it must continuously improve the protection of its data and information and technology systems. The Audit Committee is responsible for overseeing the Company’s cybersecurity and information security risk exposure. AZZ’s Chief Information Officer (“CIO”) manages AZZ’s policies and procedures and areas related to cybersecurity and information technology. Annually, the CIO provides the Audit Committee with an update on cybersecurity risks and the Company’s action plan to mitigate these risks.

MATTERS RELATING TO CORPORATE GOVERNANCE AND BOARD STRUCTURE

Director Compensation

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

We compensate non-employee directors for their service on the Board with a combination of quarterly cash retainers and annual stock-based incentive compensation, the amounts of which are commensurate with their role and involvement, and consistent with peer company practices. In setting director compensation, our Nominating and Corporate Governance Committee considers the significant amount of time our directors spend in fulfilling their duties to the Company as well as the skill level required of members of our Board. We intend to compensate our non-employee directors in a way that is competitive, attracts and retains a high caliber of directors, and aligns their interests with those of our shareholders.

Set forth below is a summary of the components of compensation for the non-employee directors for Board and Board committee service for fiscal year 2024. Mr. Ferguson, who served as an executive officer of the Company, did not receive any compensation for his service as a director. Mr. Kaden, who served on our Board until his resignation on May 10, 2024, did not receive any compensation for his service as a director.

FY2024 Cash Compensation to our Directors. The table below shows cash compensation fees payable to the non-employee directors of the Company for fiscal year 2024: