Business Context and Reporting Period
This Form 8-K Current Report was filed by Apogee Enterprises, Inc. on April 30, 2015. The filing discloses the execution of new compensatory arrangements for executive officers effective for the fiscal year ending February 27, 2016. The report details annual bonus pool agreements, time-based restricted stock awards, and a specific retention incentive for the Chief Executive Officer.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures and performance metrics.
Material Changes and Compensation Details
On April 30, 2015, the Company entered into new agreements under the shareholder-approved 2012 Executive Management Incentive Plan (Executive MIP) and the 2009 Stock Incentive Plan.
Annual Cash Incentive Compensation (Fiscal 2016)
Bonus awards are determined by operating income (for the pool) and individual metrics including net sales, earnings before taxes, and days working capital. Payout ranges as a percentage of salary are as follows:
| Executive Officer | Position | Target Payout (% of Salary) | Maximum Payout (% of Salary) |
|---|---|---|---|
| Joseph F. Puishys | CEO and President | 105.00% | 210.00% |
| James S. Porter | CFO | 75.00% | 150.00% |
| Patricia A. Beithon | General Counsel | 60.00% | 120.00% |
| John A. Klein | SVP, Operations | 40.00% | 80.00% |
| Gary R. Johnson | VP and Treasurer | 40.00% | 80.00% |
Time-Based Restricted Stock Awards
Restricted stock awards were granted to executive officers, vesting in three equal annual installments commencing on the first anniversary of the grant (April 30, 2016), with full vesting on April 30, 2018.
- Joseph F. Puishys: 18,705 shares
- James S. Porter: 4,641 shares
- Patricia A. Beithon: 3,010 shares
- John A. Klein: 1,511 shares
- Gary R. Johnson: 1,442 shares
CEO Evaluation-Based Retention Incentive
A one-year performance award was established for CEO Joseph F. Puishys, deferred into the 2011 Deferred Compensation Plan. The award is contingent on remaining employed until April 28, 2019. Performance criteria include succession planning, strategic portfolio review, sales growth, IT/operational security, and cost management.
- Target Award: $211,250
- Maximum Award: $422,500
- Threshold: None (Committee discretion applies)
Guidance, Risks, and Contingencies
Forfeiture and Clawback: All awards are subject to forfeiture if employment is terminated for reasons other than Disability, Retirement, or death. Awards are also subject to the Company's Clawback Policy if the Board determines recoupment is appropriate.
Acceleration Provisions: Restricted stock may be accelerated upon Retirement or involuntary termination without Cause. Full vesting occurs immediately upon Disability, death, or a Change in Control followed by termination without Cause or for Good Reason.
Retention Risk: The CEO's retention incentive is fully forfeited if employment ends prior to April 28, 2019, except in cases of death or disability where a pro-rata portion is paid.
Investor Verification Checklist
- Verify the specific salary bases for executive officers to calculate actual potential cash bonus values.
- Review the Company's Clawback Policy to understand specific triggers for recoupment.
- Monitor the Company's operating income, net sales, and working capital metrics for fiscal 2016 to assess bonus pool attainment.
- Confirm the status of the CEO's retention period and any potential changes in employment status prior to April 2019.
- Check subsequent filings for the actual payout amounts realized for fiscal 2016.