Donald A. Nolan
About Donald A. Nolan
Independent Chair of Apogee’s Board since January 2020; director since 2013 (11 years’ tenure as of April 28, 2025). Age 64. Former CEO of Kennametal (2014–2016), with senior leadership roles at Avery Dennison (President, Materials Group), Valspar (SVP, Global Packaging & Refinish Coatings), Loctite, GE, and Ashland Chemical. Active in private equity, serving on several private company boards. Core credentials include executive leadership, strategy, M&A, financial management, and governance; designated independent and serves as ad hoc attendee across all board committees as Board Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kennametal Inc. | President & Chief Executive Officer | 2014–2016 | Led global industrial technology business across >60 countries; aerospace/energy/transport customers |
| Avery Dennison Corporation | President, Materials Group | 2008–2014 | Global leadership in packaging solutions; segment P&L leadership |
| The Valspar Corporation | Senior Vice President, Global Packaging & Refinish Coatings | Not disclosed | Executive team; led global business lines |
| Loctite; General Electric; Ashland Chemical | Leadership roles (increasing responsibility) | Not disclosed | Industrial operations and commercial leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private company boards (names not disclosed) | Director (private equity portfolio) | Not disclosed | Active in private equity; several private company boards |
| Other public company directorships | None disclosed in APOG 2025 proxy | — | Skills matrix indicates public board experience, but no current public boards listed for Nolan |
Board Governance
- Independence and leadership: Independent director; Independent Chair since Jan 2020. Chairs board and executive sessions; sets agendas with CEO; attends all committees as ad hoc (non-voting) member and primary liaison between board and management.
- Committee footprint (FY2025): Ad hoc on Audit, Compensation, and Nominating & Corporate Governance; committees held 7, 6, and 5 meetings respectively. Board met nine times; all directors, including Nolan, attended >75% of board/committee meetings.
- Board composition: 8 of 9 independent directors; Nolan tenure 11 years.
- Director time/overboarding policy: Non-employee directors generally limited to four other public boards (board approval required to exceed).
- Stock ownership guideline (directors): 4x annual board retainer ($75,000 in FY2025) within 5 years; all non-employee directors exceeded guidelines as of Feb 28, 2025.
- Shareholder feedback: Say-on-pay approval at 2024 annual meeting was 97.12%.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Independent Chair Annual Cash Retainer | $135,000 | FY2025 rate; board member retainers increased from $65,000 to $75,000 for other directors in FY2025 |
| Committee Cash Fees | $0 | Nolan serves as ad hoc attendee (non-member) across committees; his FY2025 cash fees total $135,000 |
| Fees Earned or Paid in Cash (FY2025) | $135,000 | Reported in director compensation table |
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant Date Fair Value ($) | Vesting/Settlement |
|---|---|---|---|---|
| June 20, 2024 | Restricted Stock (Annual Equity Grant – Chair) | 2,223 | $135,000 | Vests in 3 equal annual installments on each grant anniversary |
| Ongoing | Deferred RSUs (elections in lieu of restricted stock) | See ownership table | Value accrues dividend equivalents; paid in shares at elected date (lump sum or installments) | |
| Legacy | Deferred Phantom Stock Units (cash retainer deferrals under prior plan) | See ownership table | Accrues dividend equivalents; paid from general assets at elected date |
Notes:
- Non-employee director equity is time-based only; no performance metrics. Deferral programs allow equity/cash retainer deferrals into DSUs/phantom units to enhance alignment.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Nolan in APOG 2025 proxy |
| Interlocks with APOG competitors/customers/suppliers | None disclosed |
| Related-party transactions | None involving any related person in FY2025 (per policy) |
Expertise & Qualifications
- Executive leadership; business operations; strategy; marketing/sales; financial management; international; M&A; enterprise risk; leadership development; corporate governance; executive compensation; public and private company board experience.
- Board skills matrix confirms: Executive leadership, business operations, strategy, M&A, financial management, ERM; tenure 11 years.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Deferred RSUs (Units) | Deferred Phantom Stock Units (Units) | Pledged? |
|---|---|---|---|---|---|
| Donald A. Nolan (as of Apr 28, 2025) | 8,047 | <1% | 26,232 | 10,267 | None; shares not subject to any pledge and anti-pledging policy in place |
Additional alignment policies:
- Anti-hedging and anti-pledging policies prohibit directors from hedging and pledging company stock.
- Director stock ownership guideline: 4x $75,000 = $300,000; all non-employee directors exceeded guideline as of FY2025 year-end.
Governance Assessment
- Strengths
- Independent Chair structure separates board leadership from management; enhances oversight and agenda-setting. Ad hoc participation across committees improves information flow and board cohesion.
- Strong engagement: board met 9 times; >75% attendance standard met; sustained shareholder support (97.12% say-on-pay in 2024).
- Compensation alignment: Chair retainer plus time-based equity fosters long-term alignment; significant elected deferrals (DSUs/phantom units) further tie value to shareholder outcomes.
- Risk controls: No related-party transactions; robust anti-hedging/anti-pledging policies; director ownership guidelines exceeded.
- Watch items
- FY2025 director cash retainer increased to maintain market competitiveness (board member retainer moved to $75,000); not a red flag but monitor total board pay relative to peer medians.
- Compensation consultant (WTW) independence affirmed; provided limited ancillary brokerage services (<$120,000), determined not to be a conflict—continue to monitor.
Supporting Detail Tables
Director Compensation – FY2025 (Reported)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Donald A. Nolan | 135,000 | 135,025 | 40,605 | 310,630 |
Director Equity/Deferrals – Aggregate Holdings (as of Mar 1, 2025)
| Name | Restricted Stock (#) | Deferred RSUs (#) | Restricted Stock Units (#) | Deferred Phantom Stock Units (#) |
|---|---|---|---|---|
| Donald A. Nolan | — | 26,232 | — | 10,267 |
Board & Committees – FY2025 Activity and Membership
| Body | FY2025 Meetings | Nolan’s Role |
|---|---|---|
| Board of Directors | 9 | Independent Chair; chairs board and executive sessions; sets agenda with CEO |
| Audit Committee | 7 | Ad hoc attendee (non-voting) |
| Compensation Committee | 6 | Ad hoc attendee (non-voting) |
| Nominating & Corporate Governance | 5 | Ad hoc attendee (non-voting) |
Shareholder Voting Snapshot
| Proposal | Outcome/Support |
|---|---|
| 2024 Say-on-Pay | 97.12% approval (advisory) |
| 2024 Director Elections (Class II) | All nominees re-elected (vote counts disclosed in 8-K) |
No related-party transactions in FY2025; anti-hedging/anti-pledging and clawback policies active; director ownership guidelines met.
RED FLAGS: None identified specific to Nolan. No attendance issues (>75% met), no pledging, no related-party exposure, and compensation is standard (cash retainer + time-based equity). Continue monitoring board pay vs. peers and ancillary services by compensation consultants.