Elizabeth M. Lilly
About Elizabeth M. Lilly
Elizabeth M. Lilly (age 62) has served as an independent director of Apogee Enterprises, Inc. since 2020 and sits on the Audit and Compensation Committees. She is Chief Investment Officer and Executive Vice President of The Pohlad Companies (since 2018), following more than 30 years in portfolio and investment management, including leadership roles at Crocus Hill Partners (President, 2017–2018), Gabelli Asset Management (SVP/Portfolio Manager, 2002–2017), and Woodland Partners (Managing Director, 1997–2002), with earlier analytical and portfolio roles at First Asset Management, Fund American Companies, and Goldman Sachs .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| The Pohlad Companies | Chief Investment Officer & EVP | 2018–present | Leads public/private investments; manages investment team |
| Crocus Hill Partners | President | 2017–2018 | Founded small-cap portfolio firm |
| Gabelli Asset Management | SVP & Portfolio Manager | 2002–2017 | Portfolio management leadership |
| Woodland Partners, LLC | Co-founder & Managing Director | 1997–2002 | Built small-cap investment capability; sold to Gabelli |
| First Asset Management; Fund American Companies; Goldman, Sachs & Co. | Portfolio management/analyst positions | Not disclosed | Early-career investing/analysis roles |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships listed in Proxy bio |
Board Governance
- Independent director; Board has determined Lilly and all committee members to be independent under Nasdaq/SEC rules .
- Committee memberships: Audit (member); Compensation (member). Audit Committee financial experts are L. Johnson, Heard, Pompa (not Lilly) .
- Board/committee activity: FY2025 meetings—Board: 9; Audit: 7; Compensation: 6; Nominating & Governance: 5; each director attended more than 75% of meetings .
- Stock ownership guidelines for non-employee directors: 4× annual Board retainer (achieve within 5 years); all non-employee directors exceeded guidelines as of FY2025 year-end .
- Anti-hedging and anti-pledging policy applies to directors; prohibits short selling, hedging, and pledging of Apogee stock .
- Shareholder support: Re-elected June 25, 2025 with 17,448,093 For; 191,789 Against; 20,942 Abstain; 1,079,473 broker non-votes . Say-on-pay approval 97.12% at 2024 annual meeting; 2025 votes: For 16,234,504; Against 1,392,456; Abstain 33,864; 1,079,473 broker non-votes .
Fixed Compensation
Apogee non‑employee director compensation structure:
| Component | FY2024 | FY2025 |
|---|---|---|
| Board Member annual cash retainer ($) | 65,000 | 75,000 |
| Independent Chair cash retainer ($) | 135,000 | 135,000 |
| Audit Committee Chair ($) | 30,000 | 30,000 |
| Audit Committee Member ($) | 15,000 | 15,000 |
| Compensation Committee Chair ($) | 25,000 | 25,000 |
| Compensation Committee Member ($) | 10,000 | 10,000 |
| Nominating & Governance Chair ($) | 25,000 | 25,000 |
| Nominating & Governance Member ($) | 10,000 | 10,000 |
| Annual equity grant – Chair ($) | 135,000 | 135,000 |
| Annual equity grant – Director ($) | 105,000 | 115,000 |
| Charitable match max ($) | 2,000 | 2,000 |
Elizabeth M. Lilly – Director compensation detail:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 90,000 | 100,000 |
| Stock Awards ($) | 104,984 | 114,981 |
| All Other Compensation ($) | 7,272 | 7,745 |
| Total ($) | 202,256 | 222,726 |
| All Other Compensation breakdown ($) | Dividends on restricted stock 3,946; Dividend equivalents on deferred RSUs 1,326; Matching contributions 2,000; Total 7,272 | Dividends on restricted stock 4,440; Dividend equivalents on deferred RSUs 3,305; Total 7,745 |
Annual equity grant specifics (shares and vesting):
| Grant | Date | Shares | Grant Value Basis | Vesting |
|---|---|---|---|---|
| FY2024 cycle | Jun 21, 2023 | 2,409 shares (non-chair directors) | $105,000; closing price $43.58 on grant date | 3 equal annual installments on grant anniversaries |
| FY2025 cycle | Jun 20, 2024 | 1,893 shares (non-chair directors) | $115,000; closing price $60.74 on grant date | 3 equal annual installments on grant anniversaries |
Deferral elections:
- Lilly elected to defer a portion/all of restricted stock grants; maintains deferred restricted stock unit balances (see Equity Ownership) .
Performance Compensation
Director equity awards are time-based; there are no director performance metrics. As oversight signals from the Compensation Committee on executive pay-for-performance, Apogee uses multi-metric annual incentives and three‑year performance awards:
Annual cash incentive metrics (company-wide):
| Metric | FY2024 Actual | % Performance Achieved | FY2025 Actual | % Performance Achieved |
|---|---|---|---|---|
| Consolidated Net Sales ($mm) | 1,416.942 | 88.38% | 1,329.010 | 55.63% |
| Consolidated Adjusted EBIT ($mm) | 143.638 | 189.01% | 146.617 | 93.51% |
Long‑term performance awards (executives):
| Performance Plan | Metric(s) | Target | Actual/Payout |
|---|---|---|---|
| FY2024–2026 | 3‑yr avg Adjusted ROIC | 14.64% target | In‑progress |
| FY2025–2027 | 3‑yr cumulative Adjusted Diluted EPS; 3‑yr avg Adjusted ROIC | EPS target $16.04; ROIC target 14.20% | In‑progress |
| FY2023–2025 (settled) | 3‑yr avg Adjusted ROIC | Max 200% at ≥15.33%; Actual 15.77%; Payout 200% |
Compensation Committee process and independence:
- Committee members: Wagner (Chair), L. Johnson, Lilly, Parker, Pompa; formal Compensation Committee Report included in Proxy .
- Independent consultant (WTW) engaged; independence assessed with de minimis other services and policies ensuring independence; no conflicts identified .
Other Directorships & Interlocks
- No current external public company boards disclosed for Lilly in Apogee’s Proxy .
- Board service limits: Apogee policy generally limits non‑employee directors to ≤4 other public boards absent majority Board approval .
Expertise & Qualifications
- Skills: Executive Leadership; Financial Management; Asset Management; Financial Markets; Capital Allocations; Leadership Development .
- Board skills matrix tenure: 5 years for Lilly as of April 28, 2025 .
Equity Ownership
| As of | Beneficial Ownership (shares) | % of Class | Restricted Stock (aggregate unvested) | Deferred Restricted Stock Units (aggregate) |
|---|---|---|---|---|
| Apr 28, 2025 | 12,488 | <1% (asterisk in table) | 1,325 | 3,758 |
| Apr 22, 2024 | 12,488 | <1% (asterisk in table) | 3,358 | 1,824 |
- Pledging/Hedging: Directors are prohibited from hedging and pledging company stock; policy explicitly covers directors .
- Director ownership guidelines: 4× annual retainer; all non‑employee directors exceeded guidelines as of FY2025 year-end .
Governance Assessment
- Board effectiveness: Lilly brings deep capital markets and asset management expertise, aligned with Apogee’s portfolio management and capital allocation strategy; active roles on Audit and Compensation support robust oversight .
- Independence and engagement: Affirmed independent; >75% attendance; re‑elected with strong support; say‑on‑pay support remained high (97.12% in 2024; strong favorable votes in 2025), indicating investor confidence in governance and pay programs .
- Compensation alignment: Director pay structure modest and targeted at 50th percentile; shift from $65k to $75k retainer in FY2025 is market‑maintenance; director equity is time‑based, fostering alignment without performance gaming; Lilly’s totals rose in FY2025 consistent with structural increases .
- Conflicts and related‑party: No related‑party transactions in FY2025/FY2024; anti‑hedging/pledging in place; no Section 16 issues noted for Lilly—minimal conflict risk .
- Compensation committee rigor: Independent consultant; explicit multi‑metric incentives and clawback; change‑in‑control protections are double‑trigger without tax gross‑ups—shareholder‑friendly signals .
Red Flags
- None identified: No related‑party dealings, no hedging/pledging, attendance above thresholds, and strong shareholder support on director election and say‑on‑pay .