Mark A. Pompa
About Mark A. Pompa
Age 60; independent director of Apogee Enterprises since 2018 (approx. six years of board tenure as of April 28, 2025). Former Executive Vice President and Chief Financial Officer of EMCOR Group, Inc.; designated Audit Committee Financial Expert at Apogee; currently serves as Audit Committee Chair and member of the Compensation Committee. The Board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EMCOR Group, Inc. | Executive Vice President & Chief Financial Officer (retired 2024) | Through 2024 | Senior finance leadership of a Fortune 500 industrial/services company; deep non-residential construction industry exposure |
| EMCOR Group, Inc. | Senior Vice President & Chief Accounting Officer | 2003–2006 | Oversight of accounting and reporting; supports Audit Committee financial expertise |
| EMCOR Group, Inc. | Treasurer | 2003–2007 | Corporate treasury and capital structure responsibilities |
| EMCOR Group, Inc. | Vice President & Controller | 1994–2003 | Enterprise controllership and financial controls |
| Arthur Andersen LLP | Audit & Business Advisory Manager | Pre-1994 | Public accounting; auditing and advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed in proxy | N/A | No current public directorships listed in Mr. Pompa’s biography; the Board skills matrix indicates he has public company board experience (not necessarily current) |
| Private/non-profit/academic | Not disclosed | N/A | No external private/non-profit/academic roles disclosed in the proxy |
Board Governance
- Independence: Board determined Mr. Pompa is independent; Apogee’s Board has a substantial majority of independent directors.
- Leadership: Board has an Independent Chair (separate from CEO).
- Attendance: In fiscal 2025 the Board met 9 times; each director attended more than 75% of Board and committee meetings; independent directors held executive sessions at each regular Board meeting; all directors attended the 2024 annual meeting.
- Risk oversight: Full Board oversees enterprise risk; Audit oversees financial reporting/internal controls/compliance; Compensation oversees compensation risk and human capital; Nominating & Corporate Governance oversees governance and succession.
| Committee | Role | Fiscal 2025 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit | Chair; Audit Committee Financial Expert | 7 | Oversee external auditor, financial controls, internal audit, compliance, pre-approval of audit/non-audit services, accounting complaint procedures |
| Compensation | Member | 6 | Set executive pay philosophy/programs; CEO evaluation pay recommendation; oversee incentive plans, clawback policy; appoint independent comp consultant |
| Nominating & Corporate Governance | Not a member | 5 | Board composition, governance practices, director comp recommendations, board/committee evaluations, CEO performance review administration |
Fixed Compensation (Director)
- Structure: Retainer-based cash plus annual equity; no meeting fees disclosed.
- Standard retainers in fiscal 2025: Board member $75,000; Audit Chair $30,000; Compensation Committee member $10,000; annual equity grant $115,000 (Board Chair $135,000).
| Item (Fiscal 2025) | Amount |
|---|---|
| Board member cash retainer | $75,000 |
| Audit Committee Chair retainer | $30,000 |
| Compensation Committee member retainer | $10,000 |
| Annual equity grant (non‑chair) | $115,000 |
- Mr. Pompa’s fiscal 2025 actual director compensation:
| Component | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $110,000 |
| Stock awards (grant-date fair value) | $114,981 |
| All other compensation (dividend equivalents/matching) | $30,537 |
| Total | $255,518 |
Note: Mr. Pompa elected to defer all or a portion of his annual cash retainer under the 2021 Deferred Compensation Plan for Non‑Employee Directors.
Performance Compensation (Director)
| Feature | Details |
|---|---|
| Performance-linked metrics | None disclosed for non-employee director pay; awards are restricted stock/RSUs with time-based vesting (3 equal annual installments) |
| Options | Company currently does not grant stock options |
| Dividends on director equity | Dividends accrue during vesting and are paid only upon vesting |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed in his biography |
| Public board experience (ever) | Indicated in Board skills matrix (not necessarily current) |
| Interlocks with competitors/suppliers/customers | None disclosed |
| Prior public boards | Not disclosed |
Expertise & Qualifications
- Audit/Accounting: Former CFO, CAO, Controller; Audit Committee Financial Expert designation at Apogee.
- Industry: Significant non-residential construction industry experience via EMCOR.
- Finance/Strategy: Financial management, M&A, investor relations, enterprise risk management, executive compensation experience.
- Board skills matrix: Financial management, strategy, ERM, business operations, executive leadership; public board experience indicated.
Equity Ownership
| Item (as of April 28, 2025 unless noted) | Amount |
|---|---|
| Beneficial ownership (common shares) | — (percent of class: <1%)* |
| Deferred restricted stock units | 21,113 units |
| Deferred phantom stock units | 9,748 units |
| Dividend equivalents paid/accrued FY25 | $20,743 on deferred RSUs; $9,794 on phantom stock units |
| Director ownership guideline | 4x annual Board retainer ($75,000); measurement includes restricted/deferred stock/units |
| Compliance status | All non-employee directors exceeded guideline as of Feb 28, 2025 |
Hedging/pledging: Directors are prohibited from hedging and pledging Apogee stock under the Insider Trading and Anti-Pledging Policies.
Governance Assessment
-
Strengths
- Independent Audit Chair with Audit Committee Financial Expert designation; robust committee remit over financial reporting, internal controls and compliance.
- Strong engagement/attendance: all directors >75% meeting attendance; executive sessions each regular meeting.
- Director pay structure aligned with shareholders (cash retainer + time‑vested equity); reasonable market-level retainers.
- Ownership alignment: 4x retainer guideline; all non‑employee directors (including Mr. Pompa) exceeded guideline as of fiscal year-end.
- Shareholder-friendly policies: anti‑hedging/anti‑pledging; clawback policy compliant with SEC/Nasdaq and extended to broader participants.
- No related‑party transactions involving directors/officers in fiscal 2025.
- Say‑on‑pay support: 97.12% approval at 2024 annual meeting (signals investor confidence in compensation governance).
-
Watch items
- Beneficial ownership table shows “—” common shares for Mr. Pompa, though he holds substantial deferred equity; company confirms all non‑employee directors exceed ownership guidelines that count deferred units. Monitor continued alignment via ongoing equity holdings.
-
RED FLAGS
- None identified: no related‑party exposures, no attendance issues, no hedging/pledging, no option repricings or tax gross‑ups; independent leadership structure.