Lloyd E. Johnson
About Lloyd E. Johnson
Lloyd E. Johnson, age 71, has served as an independent director of Apogee Enterprises, Inc. since 2017 and is designated an Audit Committee Financial Expert; his core credentials span public accounting (retired CPA), internal audit leadership, financial management, enterprise risk, M&A, and cybersecurity oversight . He currently sits on Apogee’s Audit and Compensation Committees, is independent under Nasdaq standards, and has more than 75% attendance at Board and committee meetings in fiscal 2025; Apogee’s Board met nine times and held executive sessions of independent directors at each regular meeting . Johnson also holds public company directorships at Haemonetics (2021–present), Beazer Homes (2021–present), and VSE Corporation (2022–present), bringing broad external board experience; Apogee’s skills matrix highlights his qualifications in public company board service and cybersecurity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture | Global Managing Director, Finance & Internal Audit | 2004–2015 | Led internal audit and finance oversight at a global consulting firm; focus on controls, compliance, and risk management . |
| Delphi Automotive PLC | Executive Director, M&A and General Auditor | 1999–2004 | Drove M&A and audit activities in automotive components; strengthened governance frameworks . |
| Emerson Electric | Corporate Vice President, Finance & Chief Audit Executive | 1997–1999 | Directed corporate audit; enhanced internal control systems . |
| Sara Lee Knit Products | Senior finance leadership | Earlier career | Financial management in consumer/industrial markets . |
| Shaw Food Industries | Senior finance leadership | Earlier career | Finance and operations oversight . |
| Harper, Wiggins & Johnson, CPA | Senior finance leadership | Earlier career | Public accounting practice; retired CPA credential . |
| Coopers & Lybrand (PwC) | Early career | — | Foundation in public accounting/audit . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Haemonetics | Director | 2021–Present | Healthcare technology; public company board experience . |
| Beazer Homes | Director | 2021–Present | Homebuilding; public company board experience . |
| VSE Corporation | Director | 2022–Present | Industrial services; public company board experience . |
- No related party transactions involving directors or their immediate family members were reported for fiscal 2025, reducing conflict risk .
Board Governance
| Attribute | Detail | Evidence |
|---|---|---|
| Independence | Independent director; Audit Committee Financial Expert | |
| Committee Assignments | Audit Committee (Member/Financial Expert); Compensation Committee (Member) | |
| Committee Chairs | None | |
| Board Attendance | Each director attended >75% of Board and Committee meetings in FY2025 | |
| Board Meetings FY2025 | 9 meetings; executive sessions held at each regular meeting | |
| Committee Meetings FY2025 | Audit: 7; Compensation: 6; Nominating/Gov: 5 | |
| Stock Ownership Guidelines (Directors) | 4x annual Board retainer ($75,000 in FY2025) within five years; all non-employee directors exceeded | |
| Board Leadership | Independent Chair (Donald A. Nolan) since Jan 2020; ad hoc at committees | |
| Time-Commitment Policy | Non-employee directors should not serve on >4 other public boards absent approval; Johnson’s three outside boards are within policy |
Fixed Compensation
| Component | FY2025 Apogee Director Program | Johnson FY2025 |
|---|---|---|
| Board annual cash retainer | $75,000 | Included in fees |
| Audit Committee Chair | $30,000 | N/A (member) |
| Audit Committee Member | $15,000 | Member |
| Compensation Committee Chair | $25,000 | N/A (member) |
| Compensation Committee Member | $10,000 | Member |
| Independent Chair retainer | $135,000 | N/A |
| FY2025 Fees Earned (cash) | — | $105,000 |
| Charitable match | Up to $2,000/year | $2,000 in FY2025 |
- Annual Board member cash retainer increased in FY2025 from $65,000 to $75,000 to maintain market competitiveness, targeting ~50th percentile versus peer group companies .
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director restricted stock | June 20, 2024 | 1,893 shares | $114,981 (at $60.74 close) | 3 equal annual installments | Dividends accrue during vesting and pay at vest; change-in-control accelerates vesting |
| Deferred restricted stock units (aggregate held) | As of Mar 1, 2025 | 18,531 units | N/A (aggregate count) | Director-elected deferral; payout at fixed date/age 70/retirement/death | Dividend equivalents accrue; paid in stock upon distribution |
| Dividend equivalents (FY2025) | — | — | $20,242 | Accrued on deferred RSUs | Reported as “All Other Compensation” |
- Equity awards to directors are time-based (no performance metrics), vest over three years, and are targeted at ~50th percentile of peer practices; awards can be deferred into DSUs under the 2019 Director Stock Plan .
Other Directorships & Interlocks
| Company | Industry Relationship to Apogee | Committee/Role Details |
|---|---|---|
| Haemonetics | No disclosed transactional relationship with Apogee | Not disclosed in Apogee proxy |
| Beazer Homes | No disclosed transactional relationship with Apogee | Not disclosed in Apogee proxy |
| VSE Corporation | No disclosed transactional relationship with Apogee | Not disclosed in Apogee proxy |
- Apogee reported no related party transactions in FY2025; no interlocks or related-party exposures are disclosed for Johnson .
Expertise & Qualifications
- Retired CPA; public accounting and audit leadership (Coopers & Lybrand; Harper, Wiggins & Johnson) .
- Enterprise risk management, financial management, business operations, M&A, corporate governance, executive compensation oversight; cybersecurity experience cited in skills matrix .
- Public company board experience across industrial, consumer, and healthcare sectors, enhancing oversight depth .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 7,131 | Less than 1% of shares outstanding; sole voting/investment power; not pledged |
| Shares outstanding (for % context) | 21,573,126 | As of Apr 28, 2025 |
| Deferred restricted stock units (aggregate) | 18,531 | Director deferral accounts; dividends accrue |
| Anti-hedging/anti-pledging policy | Prohibits hedging/pledging by directors | Aligns director interests with shareholders |
| Director ownership guideline | 4x annual retainer; all directors exceeded | Johnson in compliance as part of “all non-employee directors” |
Insider Trades
| Event | Detail | Date |
|---|---|---|
| Late Section 16(a) filing | One late Form 4 by Mr. L. Johnson to report vesting of deferred shares; vesting occurred Jan 2, 2025; filed Feb 26, 2025 | FY2025 disclosure |
Governance Assessment
- Strengths: Independent director and Audit Committee Financial Expert with deep internal audit, finance, ERM, and cybersecurity expertise; serves on Audit and Compensation Committees; attends >75% of meetings; aligned through time-based equity and ownership guidelines; subject to anti-hedging/anti-pledging and clawback-aligned governance regime .
- Compensation structure: Balanced cash retainer plus multi-year vesting equity at market levels; deferral programs support long-term ownership; FY2025 Board retainer increased to maintain competitiveness .
- External commitments: Three other public boards within Apogee’s “≤4” policy; no related-party transactions disclosed, limiting conflict risk .
- Signals: Strong shareholder support on Say-on-Pay at 97.12% (context for compensation governance); robust committee risk oversight structures in place .
- RED FLAGS: One late Section 16(a) filing in FY2025 (administrative compliance lapse); age 71 near Apogee’s policy limit of not standing for election after age 72 absent Board approval—potential refreshment consideration in future cycles .