Patricia K. Wagner
About Patricia K. Wagner
Patricia K. Wagner, age 62, has served on Apogee’s Board since 2016 and is an independent director. She chairs the Compensation Committee and is a member of the Nominating and Corporate Governance Committee. Her career spans senior leadership across U.S. regulated utilities and energy infrastructure at Sempra Energy and Southern California Gas Company, with prior roles in engineering and operations at Fluor Daniel and earlier positions at McGaw Laboratories and Allergan Pharmaceuticals . She is affirmed independent under Nasdaq standards and Apogee’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra Energy | Group President, U.S. Utilities overseeing SDG&E, SoCalGas, and Sempra’s investment in Oncor | 2018–2019 | Led multi-utility portfolio strategy and operations |
| Southern California Gas Company (SoCalGas) | Chief Executive Officer | 2017–2018 | CEO of largest U.S. gas distribution utility |
| Sempra Energy | Executive Vice President | 2016 | Corporate leadership across enterprise functions |
| Sempra U.S. Gas & Power | President & Chief Executive Officer | 2014–2016 | Led competitive energy assets; M&A and operational oversight |
| Sempra Energy (various subsidiaries) | Leadership positions | 1995–2014 | Progressive leadership in operations and strategy |
| Fluor Daniel | Management positions | Prior to 1995 | Engineering, procurement and construction operations |
| McGaw Laboratories; Allergan Pharmaceuticals | Positions earlier in career | — | Life sciences operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| California Water Service Group | Director | 2019–Present | Public company board; water utility |
| Primoris Services Corporation | Director | 2020–Present | Public company board; engineering and construction services |
| Southern California Gas Company | Director | 2017–2019 | Prior board affiliation; utility subsidiary |
Board Governance
- Independence: Board determined Wagner is independent; all members of Compensation, Audit, and Nominating committees are independent .
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Committee meetings in fiscal 2025: Audit (7), Compensation (6), Nominating (5) .
- Board meetings and attendance: Board met 9 times; each director attended >75% of Board and committee meetings; non-employee directors held executive sessions at each regular meeting .
- Annual meeting attendance: All continuing directors attended the 2024 annual meeting .
- Director service load policy: Non-employee directors should not serve on >4 other public boards without Board approval; Wagner currently holds two other public company directorships, within policy .
- Stock ownership guidelines for directors: 4x annual Board retainer; as of Feb 28, 2025, all non-employee directors exceeded guidelines .
- Independent Board leadership: Independent Chair (Donald A. Nolan) since Jan 2020; attends committee meetings ad hoc without voting .
Fixed Compensation
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Board member cash retainer | $75,000 | Increased from $65,000 to $75,000 effective fiscal 2025 |
| Compensation Committee Chair fee | $25,000 | Committee chair premium |
| Nominating & Corporate Governance Committee member fee | $10,000 | Committee member retainer |
| Total fees earned (cash) | $110,000 | Per director compensation table |
| All Other Compensation | $5,030 | Dividends/dividend equivalents on restricted shares |
| Total (cash + other) | $115,030 | Sum of above components |
Market alignment: Apogee targets director compensation around the 50th percentile of its executive comp peer group for cash and equity; the Board increased cash retainers in fiscal 2025 to maintain competitiveness .
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual restricted stock (non-employee director grant) | Jun 20, 2024 | 1,893 | $114,981 | 3-year equal annual installments on grant anniversaries | Closing price $60.74 at grant; dividends accrue and pay only upon vesting |
| Performance Metrics for Director Equity | Status |
|---|---|
| Performance metrics tied to director compensation | None – director equity awards are time-based (no EPS/ROIC metrics); dividends accrue during vesting |
Change-in-control terms for director awards: Director awards vest immediately upon change-in-control as defined under the 2019 Director Stock Plan .
Other Directorships & Interlocks
| Potential Interlock/Exposure | Assessment |
|---|---|
| Primoris Services (engineering/construction) | Operates in non-residential construction services; Apogee serves non-residential building products. No related-party transactions disclosed in fiscal 2025; low direct conflict |
| California Water Service Group (regulated water utility) | Limited direct overlap with Apogee’s customer base; no related-party exposure disclosed |
| Prior SoCalGas/Sempra roles | Former executive roles; no current related-party transactions reported |
Related-party transactions: Apogee reported no related party transactions involving directors/officers in fiscal 2025 under its Related Person Transactions Policy .
Expertise & Qualifications
- Executive leadership; business operations; financial management; accounting/audit; strategy; energy industry; enterprise risk; IT/cybersecurity; M&A; regulatory compliance; leadership development; executive compensation; corporate governance; public company board experience .
- Board skills matrix tenure: 9 years on Apogee’s board as of Apr 28, 2025 .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 24,623 shares | As of Apr 28, 2025 |
| Shares outstanding | 21,573,126 | As of Apr 28, 2025 |
| Ownership % of outstanding | ~0.11% | Calculated from above (24,623 / 21,573,126) |
| Unvested restricted stock included in ownership | 4,423 shares | Director grants under 2009/2019 plans |
| Vested shares (derived) | ~20,200 shares | Total minus unvested (24,623 – 4,423) |
| Pledging/hedging | Prohibited; no pledges reported for directors; anti-hedging and anti-pledging policies in place | Insider Trading Policy prohibits hedging/pledging; Board policy prohibits pledging; beneficial ownership table notes no pledges |
| Director ownership guideline | 4x annual retainer ($75,000) | All non-employee directors exceeded guideline as of Feb 28, 2025; calculation includes restricted stock/RSUs/phantom units |
Governance Assessment
- Committee leadership and rigor: As Compensation Committee Chair, Wagner oversees executive pay design, risk assessment, clawback administration, stock ownership guidelines, and appointment/oversight of the independent compensation consultant; Apogee retained Willis Towers Watson (WTW) and concluded independence despite de minimis brokerage services (<$120k) and <1% revenue exposure—reducing consultant conflict risk .
- Pay-for-performance alignment: Long-term incentives for executives are balanced (Adjusted Diluted EPS and Adjusted ROIC over overlapping 3-year periods), with cash/stock settlement and capped payouts—indicative of disciplined oversight by the Compensation Committee chaired by Wagner .
- Shareholder support: Say-on-pay approval at 97.12% in 2024 indicates strong investor confidence in compensation governance .
- Independence and engagement: Wagner is independent, holds two other public boards within Apogee’s board service policy, and the Board/committees met frequently with >75% attendance; non-employee directors held executive sessions at every regular meeting—supporting robust oversight .
- Alignment safeguards: Anti-hedging and anti-pledging policies; director stock ownership guideline (4x retainer) with compliance; no director-related party transactions in fiscal 2025—all positive governance signals .
- Director pay mix and competitiveness: Cash retainers were increased to maintain market competitiveness; annual director equity grants vest over three years with dividend accrual only upon vesting—balanced cash/equity mix with long-term alignment. Wagner’s FY25 cash fees $110,000; equity $114,981 .
RED FLAGS
- None identified: No related-party transactions, no hedging/pledging, strong say-on-pay support, independent consultant review. Monitor potential time commitments across multiple boards, though within Apogee’s policy limit .