Troy R. Johnson
About Troy R. Johnson
Troy R. Johnson is a long-time Apogee executive who led the Architectural Services segment as President since 2020 and, effective August 7, 2025, was appointed President of the Architectural Metals segment; he joined Apogee in 2011 and has more than 25 years of industry experience . Under company context in fiscal 2025, Apogee reported net sales of $1.36 billion, diluted EPS of $3.89, operating income of $118.1 million, operating margin of 8.7%, and annualized TSR of -14.65% (1-year), 12.08% (5-year), and 2.22% (10-year) . The Services segment delivered net sales of $419.9 million and operating income of $30.0 million in fiscal 2025, with the segment’s fiscal 2025 incentive metrics exceeding targets (net sales and adjusted EBIT) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apogee Enterprises | President, Architectural Services Segment | 2020–Aug 2025 | Segment exceeded fiscal 2025 net sales and adjusted EBIT targets, supporting strong payout under annual incentive . |
| Apogee Enterprises | President, Architectural Metals Segment | Aug 2025–present | Appointed following resignation of prior segment president; base salary set at $505,050 with two-year restricted stock grant and guaranteed STIP at target for FY26–FY27 . |
| Apogee Enterprises | Various roles | Joined 2011 | Long-time Apogee executive; more than 25 years of industry experience . |
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Base Salary ($) | $428,000 |
| Target Bonus (% of salary) | 60.00% |
| Threshold / Max Bonus (% of salary) | 7.50% / 120.00% |
| Actual Annual Incentive Paid ($) | $437,125 (170.22% of target; 102.13% of FY25 salary) |
Performance Compensation
Annual Cash Incentive – FY 2025 Design and Outcome
| Metric | Weighting (%) | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | Performance Achieved (%) | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBIT | 25 | 136.000 | 148.200 | 155.000 | 146.617 | 93.51% | $60,033 |
| Services Segment Net Sales | 25 | 374.300 | 394.000 | 423.000 | 419.861 | 187.37% | $120,292 |
| Services Segment Adjusted EBIT | 50 | 22.900 | 26.000 | 28.600 | 29.557 | 200.00% | $256,800 |
| Total | 100 | — | — | — | — | — | $437,125 (170.22% of target) |
Notes:
- Adjusted EBIT metrics are defined as non-GAAP in the proxy and reconciled in Appendix A .
Long-Term Incentive Awards
| Element | Grant Date | Metric(s) | Weighting | Target(s) | Structure | Target Award |
|---|---|---|---|---|---|---|
| Time-based Restricted Stock | May 1, 2024 | Service | — | — | 3-year ratable vesting | 3,080 shares; $192,592 value at $62.53 grant price |
| Performance Award (FY2025–FY2027) | May 1, 2024 | Cumulative Adjusted Diluted EPS / Average Adjusted ROIC | 60% / 40% | EPS: $16.04; ROIC: 14.20% | Settles 50% stock, 50% cash at end of period | Cash target $128,400; PSUs target 2,053 |
Payout ranges for FY2025–FY2027 performance award: Threshold $64,200 (30.00% of salary), Target $128,400 (59.99%), Maximum $256,800 (119.99%) .
Prior 3-Year Performance Cycle (FY2023–FY2025)
| Metric | Weight (%) | Threshold | Target | Maximum | Actual | % Achieved |
|---|---|---|---|---|---|---|
| Average Adjusted ROIC | 100 | 12.79% | 13.27% | 15.33% | 15.77% | 200.00% |
| Payout Component | Target | Additional Earned | Total |
|---|---|---|---|
| Shares (PSUs) | 2,475 | 2,475 | 4,950; market value $225,770 at $45.61 on award approval date |
| Cash ($) | $121,500 | $121,500 | $243,000 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 42,261 |
| Ownership as % of Shares Outstanding | 0.196% (calc: 42,261 ÷ 21,573,126) |
| Restricted Stock Included in Beneficial Ownership | 14,896 |
| Shares Held in Employee Stock Purchase Plan | 3,309 |
| Unvested Restricted Stock Outstanding (3 awards) | 1,733 (2022); 3,798 (2023); 3,080 (2024) |
| Unearned PSUs Outstanding | 4,950 (FY2023–FY2025 max); 5,698 (FY2024–FY2026 max); 2,053 (FY2025–FY2027 target) |
| Options | Company does not grant options |
| Hedging/Pledging | Prohibited; none of NEOs have pledged shares |
| Stock Ownership Guideline | 2× salary for segment presidents |
| Compliance Status | Achieved required ownership within grace period |
Vesting Schedules (select awards)
- 2024 RS Grant: Vests on May 1, 2025; April 30, 2026; April 30, 2027 .
- 2023 RS Grant: Vests in three annual installments commencing April 30, 2024 .
- 2022 RS Grant: Vests in three annual installments commencing April 30, 2023 .
Employment Terms
- Change-in-Control (CIC) agreements: Double-trigger; severance equals 2× annual base salary plus target annual cash incentive; 24 months of medical/dental continuation or reimbursement; RS awards vest at employment termination date; performance awards adjust/settle at CIC; no excise tax gross-ups; “best-net-benefit” provision; non-solicit and non-compete covenants for 12–24 months post-termination; auto-renews annually until a CIC unless terminated by notice .
- Clawback: Incentive compensation recovery policy adopted October 2023 compliant with SEC/Nasdaq; similar policy applies to broader participants; earlier awards subject to prior 2014 policy .
- Hedging/Pledging: Insider Trading Policy prohibits short selling, hedging, and pledging; directors and Section 16 officers must pre-clear trades and follow trading windows .
- Perquisites: Financial/estate planning reimbursement up to $2,000; executive physical up to $3,000; relocation; spousal travel; no tax gross-ups .
- Defined contribution/ESPP match (FY2025): $13,974 total ($13,877 401(k) match; $98 ESPP match) .
- Role transition compensation (Aug 7, 2025): New base salary $505,050; $325,000 restricted stock grant vesting 100% on 2-year anniversary; guaranteed at least 100% of target STIP in FY2026 and FY2027, subject to continued employment and STIP terms .
Compensation Structure vs Performance Metrics
- Annual incentive emphasizes profitability and growth: 75% EBIT / 25% net sales for CEO/CFO; for segment presidents, 25% consolidated EBIT, 25% segment net sales, 50% segment adjusted EBIT—driving segment execution accountability .
- Long-term performance awards add earnings growth and capital efficiency: 60% cumulative Adjusted Diluted EPS and 40% average Adjusted ROIC over 3 years, with 50/50 stock/cash settlement and overlapping cycles .
- FY2023–FY2025 ROIC cycle paid at maximum (200%), indicating strong capital efficiency; T. Johnson received $243,000 cash and 4,950 shares .
Performance Compensation – Detailed Table
| Component | Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|---|
| Annual STIP FY2025 | Consolidated Adjusted EBIT | 25% | $148.200mm | $146.617mm | 93.51% of target component |
| Annual STIP FY2025 | Services Net Sales | 25% | $394.000mm | $419.861mm | 187.37% of target component |
| Annual STIP FY2025 | Services Adjusted EBIT | 50% | $26.000mm | $29.557mm | 200.00% of target component |
| LTI FY2025–FY2027 | Cumulative Adjusted Diluted EPS | 60% | $16.04 | N/A (in progress) | Stock/cash at end of cycle |
| LTI FY2025–FY2027 | Average Adjusted ROIC | 40% | 14.20% | N/A (in progress) | Stock/cash at end of cycle |
| LTI FY2023–FY2025 | Average Adjusted ROIC | 100% | 13.27% (target) | 15.77% | 200% payout; $243,000 cash; 4,950 shares |
Say-on-Pay & Compensation Governance
- Say-on-Pay approval at 2024 annual meeting: 97.12%; committee made no program changes in response .
- Peer group used for benchmarking includes 15 companies across construction materials, coatings, and industrials, with revenue/market cap comparability criteria (0.33–3.0× ranges) .
Investment Implications
- Strong pay-for-performance alignment at the segment level: FY2025 Services net sales and EBIT exceeded targets, driving a 170.22% of target STIP outcome—signals operational execution and profitability focus under Johnson’s leadership .
- Long-term incentives tied to EPS and ROIC should continue to align with value creation; prior ROIC cycle paid at maximum, reinforcing capital discipline; monitor execution toward FY2025–FY2027 EPS/ROIC targets .
- Ownership and retention: Johnson meets the 2× salary ownership guideline and holds 42,261 shares; unvested RS and PSUs plus anti-pledging policy reduce misalignment and selling risk, though scheduled vesting can create periodic supply; hedging/pledging prohibitions mitigate governance risk .
- New role economics: The 2025 appointment includes a guaranteed 100%-of-target STIP for FY26–FY27 and a two-year cliff RS grant—positive for retention but slightly reduces near-term pay variability; investors should watch segment transition and delivery in the Metals segment against margin/ROIC goals .