Form 4: AZZ Inc. Executive Kurt L. Russell Reports Acquisition of Restricted Stock Units and Performance Share Units

Kurt L. Russell, Chief Strategy Officer of AZZ Inc., reports the acquisition of restricted stock units and performance share units under the company's 2023 Long Term Incentive Plan.

Summary

• On April 24, 2025, Kurt L. Russell, Chief Strategy Officer of AZZ Inc., reported the acquisition of 2,877 restricted stock units (RSUs) and 2,876 performance share units (PSUs).
• The RSUs vest over a three-year period, with one-third vesting annually on April 24, 2026, 2027, and 2028.
• Each RSU represents a contingent right to receive one share of AZZ common stock.
• The PSUs represent a contingent right to receive shares of AZZ common stock, with the actual number varying based on achieved results over a three-year performance cycle from March 1, 2025, to February 29, 2028.
• The FY2026 PSU performance metrics are AZZ's Total Shareholder Return relative to its executive compensation peer group and Return on Invested Capital.
• The maximum payout for the FY2026 PSUs shall not exceed 200% of the target award.
• These units were granted under AZZ's 2023 Long Term Incentive Plan as part of the Issuer's annual equity award process.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. It reflects standard executive compensation practices, aligning management with shareholder interests through equity grants. There are no immediate negative implications.

Positives

• The grant of RSUs and PSUs aligns executive compensation with the long-term performance of AZZ Inc.
• The vesting schedule of the RSUs encourages continued service by the executive.
• The performance-based nature of the PSUs incentivizes the achievement of specific financial goals, such as Total Shareholder Return and Return on Invested Capital.

Risks

• The actual value of the PSUs is contingent upon AZZ's performance relative to its peer group and its Return on Invested Capital, which may be affected by various market and economic factors.
• The maximum payout for the FY2026 PSUs shall not exceed 200% of the target award.

Future Outlook

The document outlines the vesting schedule for the RSUs and the performance period for the PSUs, indicating the future compensation structure for the reporting person based on time and performance.

Industry Context

This filing is a routine disclosure of equity-based compensation for a company executive, which is a common practice in publicly traded companies to align management interests with shareholder value.

Comparison to Industry Standards

• Equity compensation is a standard practice among publicly traded companies like AZZ Inc. to incentivize executives.
• Companies such as Eaton Corporation, ABB, and Siemens also utilize similar long-term incentive plans with a mix of time-based and performance-based equity awards.
• The specific metrics used (TSR and ROIC) are common performance indicators in the industrial sector.

Stakeholder Impact

• Shareholders may view the equity grants as a positive sign, aligning executive interests with company performance.
• Employees may see the grants as part of a broader compensation strategy that rewards performance and tenure.

Key Dates

Keywords

AZZ Inc, Kurt L. Russell, Restricted Stock Units, Performance Share Units, Equity Compensation, Form 4, Insider Trading