Herbert K. Parker
About Herbert K. Parker
Herbert K. Parker, 67, has served as an independent director of Apogee Enterprises since 2018, currently chairing the Nominating and Corporate Governance Committee and serving on the Compensation Committee . He is the retired EVP – Operational Excellence and former CFO of Harman International (CFO 2008–2015; EVP 2015–2017), and previously held senior finance roles at ABB Ltd., including CFO of the Global Automation Division (2002–2005) and CFO of the Americas Region (2006–2008) . The Board assesses him as independent and highlights qualifications in executive leadership, accounting/audit, financial management, M&A, ERM, international business, and corporate governance .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Harman International Industries, Inc. | Executive Vice President – Operational Excellence | 2015–2017 | Led operational excellence post-CFO tenure |
| Harman International Industries, Inc. | Executive Vice President & Chief Financial Officer | 2008–2015 | Oversaw global finance for audio/electronics company |
| ABB Ltd. (ABB Group) | CFO, Global Automation Division | 2002–2005 | Senior finance leadership in global automation |
| ABB Ltd. (ABB Group) | CFO, Americas Region | 2006–2008 | Regional finance leadership for the Americas |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| TriMas Corporation | Director | 2015–Present | Public company board |
| nVent Electric PLC | Director | 2018–Present | Public company board |
| American Axle & Manufacturing Holdings, Inc. | Director | 2018–Present | Public company board |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Board determined Parker is independent; all committee members are independent .
- Attendance and engagement: Board met nine times in fiscal 2025; all directors attended >75% of Board and committee meetings and the annual meeting; executive sessions of independent directors held at each regular Board meeting .
- Committee meeting cadence (FY25): Audit (7), Compensation (6), Nominating & Corporate Governance (5); Parker is a member/chair as noted .
- Board leadership: Independent Chair (Donald A. Nolan) since Jan 2020; Parker serves as committee chair/member under this structure .
- Director service limits: Policy of ≤4 other public boards; Parker serves on three, within limits .
Fixed Compensation
| Component | Amount | Basis |
|---|---|---|
| Board cash retainer | $75,000 | FY25 Board member retainer |
| Nominating & Corporate Governance Chair fee | $25,000 | Committee chair retainer |
| Compensation Committee member fee | $10,000 | Committee member retainer |
| Total fees earned (FY25) | $110,000 | Reported for Parker |
Additional director compensation structure: Independent Chair retainer $135,000; Audit Chair $30,000; Audit member $15,000; Compensation Chair $25,000; Compensation member $10,000; Nominating Chair $25,000; Nominating member $10,000 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual restricted stock (non-employee directors) | June 20, 2024 | 1,893 | $114,981 | 3 equal annual installments | Value at $60.74 close on grant; same award to all non-employee directors |
| Dividends/Dividend Equivalents (FY25) | n/a | — | $5,030 | Paid on vesting/credited | Dividends accrued on restricted stock per plan |
- Director equity is time-based (restricted stock or RSUs); no performance-conditioned metrics for director grants. Awards generally vest over three years; dividends accrue and pay only upon vesting; change-in-control accelerates vesting .
Other Directorships & Interlocks
- Current public boards: TriMas (2015–present), nVent Electric PLC (2018–present), American Axle & Manufacturing (2018–present) .
- Related-party transactions: Company policy requires review/approval; no related-party transactions involving related persons in FY25 .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging company stock under the Insider Trading Policy; policies enforced and disclosed .
Expertise & Qualifications
- Skills/qualifications: Executive leadership; accounting and audit; financial and asset management; M&A; investor relations; operations; ERM; leadership development; business operations; Sarbanes-Oxley compliance; international business; corporate governance; public company board experience .
- Board skills matrix tenure: 7 years of tenure (as of Apr 28, 2025) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Restricted Stock Included | Notes |
|---|---|---|---|---|
| Herbert K. Parker | 10,529 | <1% | 4,423 | As of Apr 28, 2025; RS subject to vesting; no pledges indicated |
| Shares outstanding | 21,573,126 | — | — | As of Apr 28, 2025 |
- Director ownership guidelines: 4× annual Board retainer ($75,000) to be achieved within 5 years; all non-employee directors exceeded guidelines as of Feb 28, 2025 .
- Anti-hedging/anti-pledging: Directors prohibited from hedging/pledging .
Compensation Committee Analysis (Context)
- Parker is a member of Apogee’s Compensation Committee and signed the Compensation Committee Report included in the proxy .
- Compensation consultant independence: Willis Towers Watson engaged; independence reviewed and affirmed; limited non-comp services (<$120k) .
- Compensation peer group used for benchmarking (also informs director pay at ~50th percentile): American Woodmark; Armstrong World Industries; AZZ; Eagle Materials; EnPro; Gibraltar Industries; Graco; Griffon; H.B. Fuller; Insteel Industries; Masonite International; PGT Innovations; Quaker Chemical; Quanex Building Products; Tennant Company .
Governance Assessment
- Independence/attendance: Independent status; >75% attendance; executive sessions at each regular meeting; active committee leadership roles (chair of Nominating & Corporate Governance; member of Compensation) support board effectiveness .
- Ownership alignment: Meets/exceeds director ownership guideline; holds 10,529 shares including 4,423 restricted; no pledging; equity grants align interests via time-based vesting .
- Pay structure: Balanced cash retainer plus equity; no options; director compensation targeted to market median; dividends only on vested shares; change-in-control provisions accelerate vesting but are standard for director grants .
- Compensation program signals: Strong say-on-pay approval (97.12% in 2024), robust clawback policy adopted per SEC/Nasdaq, anti-hedging and anti-pledging policies; double-trigger CIC for executives with no tax gross-ups; Parker participates in oversight as Compensation Committee member .
- Conflicts/related party: No related-party transactions in FY25; director service limit policy adhered to (three other boards; ≤4 allowed) .
RED FLAGS: None disclosed specific to Parker. No hedging/pledging; no related-party transactions; attendance above threshold; committee leadership suggests engagement .
Investor confidence signals: High say-on-pay approval; independent chair structure; Parker’s finance/operator background complements audit/comp governance, and Nominating chair role places him at the center of board evaluation, succession, and governance oversight .