Matthew J. Osberg
About Matthew J. Osberg
Matthew J. Osberg is Executive Vice President and Chief Financial Officer of Apogee Enterprises, appointed effective April 28, 2023; he was 47 at the time of appointment and previously held senior finance roles at Helen of Troy, Best Buy (including CFO/Regional VP of Best Buy Mexico), and Ernst & Young . Apogee’s fiscal 2025 performance included net sales of $1.36B vs. $1.42B in fiscal 2024, diluted EPS of $3.89 vs. $4.51, operating income of $118.1M vs. $133.8M, and one-year TSR of -14.65% (five- and ten-year TSR of 12.08% and 2.22%) . Osberg’s compensation is governed by stock ownership guidelines (3× base salary for CFO), anti-hedging and anti-pledging policies, and Nasdaq/SEC-compliant clawbacks adopted in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Helen of Troy Limited | Chief Financial Officer | 2021–2023 | Public company CFO; record of delivering results and value creation |
| Helen of Troy Limited | SVP, Corporate Finance | 2016–2021 | Led corporate finance; supported transformation |
| Best Buy Co., Inc. | CFO & Regional VP, Best Buy Mexico | 2011–2016 | Led finance and operations for Mexico; senior finance roles since 2008 |
| Ernst & Young LLP | Senior Audit Manager | 1998–2008 | Public accounting and audit leadership |
Fixed Compensation
Base salary setpoints and annual cash incentive target structure:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary Setpoint ($) | $630,000 | $646,000; +2.54% YoY |
| Target Annual Cash Incentive (% of salary) | 75% | 75% |
| Actual Salary Paid ($) | $535,500 (partial year) | $644,154 |
| Actual Annual Cash Incentive Paid ($) | $645,199 | $407,174; 84.04% of target; 63.03% of salary |
Perquisites and other fixed benefits (executive program access, company match, dividends on unvested shares):
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Company Matching Contributions ($) | $14,513 | $14,513 |
| Dividends Paid/Accrued on Stock Awards ($) | $21,342 | $25,268 |
| All Other Compensation ($) | $35,855 | $39,781 |
Performance Compensation
Annual Cash Incentive – Fiscal 2025 Plan Design and Outcomes (CFO)
| Metric | Weighting (%) | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | % Performance Achieved |
|---|---|---|---|---|---|---|
| Consolidated Net Sales | 25 | 1,320.000 | 1,400.000 | 1,460.000 | 1,329.010 | 55.63% |
| Consolidated Adjusted EBIT | 75 | 136.000 | 148.200 | 155.000 | 146.617 | 93.51% |
| Resulting Payout | 100 | — | 75% of salary target | 150% of salary cap | $407,174 | 84.04% of target; 63.03% of salary |
Notes: Adjusted EBIT is non-GAAP as defined in the proxy; reconciliations in Appendix A .
Long-Term Incentives – Fiscal 2025 Grants (Structure and Targets)
Restricted stock awards vest ratably over 3 years; performance awards have a 3-year period (FY2025–FY2027), settle 50% in cash and 50% in stock, with metrics of cumulative Adjusted Diluted EPS (60% weight; target $16.04) and average Adjusted ROIC (40% weight; target 14.20%) .
| Instrument | Grant Date | Quantity/Target | Grant Price | Grant Value ($) | Vesting / Settlement |
|---|---|---|---|---|---|
| Restricted Stock | May 1, 2024 | 7,748 shares | $62.53 | $484,483 | 3 tranches: 5/1/2025; 4/30/2026; 4/30/2027 |
| Performance Award (FY2025–FY2027) | May 1, 2024 | Target PSUs: 3,874; Threshold 1,937; Max 7,748 | $62.53 | Unit portion grant-date FV $242,241; target cash $242,250 | Settles 50% cash / 50% stock at period end, based on EPS/ROIC |
Prior/new-hire equity: initial restricted stock grant of $600,000 vests 30% at 12 months and 70% at 24 months post-hire (subject to continued employment) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 36,543 shares (as of April 28, 2025) |
| Composition | Includes 27,304 restricted shares; no ESPP shares listed for CFO |
| % of Shares Outstanding | ~0.17% (36,543 / 21,573,126) |
| Stock Ownership Guideline | CFO required to hold 3× base salary; 5-year compliance period |
| Compliance Status | All active NEOs in compliance or within grace period; Osberg “on pace” within 5 years |
| Hedging/Pledging | Prohibited; none pledged by NEOs |
| Award Settlement Mix | Performance awards settle 50% in cash, 50% in stock (reduces forced selling pressure at vest) |
Employment Terms
| Term | Provision |
|---|---|
| Start Date | April 28, 2023 |
| Sign-on Bonus | $150,000; repayable if departure within 12 months |
| Initial Base Salary | $630,000 |
| Annual Incentive (AIP) | Target 75% of base; 0–200% payout; metrics include earnings (EBIT) and net sales |
| Long-Term Incentive (LTIP) | Annual PSUs at 75% of base (3-year cliff after period) and annual RS at 75% of base (1/3 vesting over 3 years) |
| New-Hire Restricted Stock | $600,000 value; 30% vests at 12 months, 70% at 24 months |
| Termination (Without Cause) | Practice of 12 months’ salary continuation; continued medical/dental at employee rates |
| Change-in-Control (CIC) | Double-trigger; severance equal to 2× base salary + 2× target annual incentive; 24 months medical/dental continuation; equity vesting acceleration per plan; best-net-benefit vs. excise tax; non-compete/non-solicit 12–24 months |
| Non-Compete | 12 months post-termination as a condition of offer/restricted grant |
| Clawback | SEC/Nasdaq-compliant incentive compensation recovery adopted Oct 2023; broader internal policy also in place |
| Anti-Hedging/Anti-Pledging | Company-wide prohibition; executives may not hedge or pledge shares |
Outstanding and Vesting Equity (As of Fiscal Year-End 2025)
| Award | Unvested Qty | Market Value ($) | Key Vesting Dates |
|---|---|---|---|
| Restricted Stock (4/28/2023 grant) | 9,869 shares | $473,120 | Two annual installments commencing 4/28/2024 |
| Restricted Stock (4/28/2023 grant) | 7,401 shares | $354,804 | Three annual installments commencing 4/30/2024 |
| Restricted Stock (5/1/2024 grant) | 7,748 shares | $371,439 | 5/1/2025; 4/30/2026; 4/30/2027 |
| PSUs (FY2024–FY2026) Max | 11,102 | $532,230 | Earn based on performance at period end |
| PSUs (FY2025–FY2027) Target | 3,874 | $185,720 | Earn based on EPS/ROIC performance |
Note: Market values use $47.94 closing price on 2/28/2025 .
Performance Compensation – Multi-Year Grants and Payout Context
| Metric | Weight | FY2023–FY2025 Targets | Actual | Payout |
|---|---|---|---|---|
| Avg Adjusted ROIC | 100% | Threshold 12.79%; Target 13.27%; Max 15.33% | 15.77% | 200% of target (max) |
Note: Osberg did not receive FY2023–FY2025 awards due to hire date in April 2023 .
Investment Implications
- Pay-for-performance alignment: CFO’s annual bonus tied 75% to Adjusted EBIT and 25% to net sales; fiscal 2025 bonus paid at 84% of target amid lower net sales but solid EBIT execution, indicating discipline around profitability over top-line growth .
- Retention and selling pressure: Significant unvested restricted stock and three overlapping PSU cycles, plus 50% cash settlement on PSUs, support retention and reduce forced selling; anti-pledging eliminates collateral risk .
- Ownership alignment: Beneficial ownership of 36,543 shares (~0.17% of outstanding) and 3× salary ownership guideline for CFO, with stated progress toward compliance, align incentives with shareholders .
- Change-in-control economics: Double-trigger severance of 2× base + 2× target bonus and full medical/dental continuation for 24 months are competitive but not excessive; no excise tax gross-ups and best-net-benefit provision mitigate parachute risk .
- Execution risk: Company TSR was -14.65% over one year while multi-year TSR remained positive; compensation structure emphasizes ROIC and EPS over volume, aligning management focus with durable value creation amid mixed macro demand .