Ty R. Silberhorn
About Ty R. Silberhorn
Ty R. Silberhorn, age 57, is Apogee’s Chief Executive Officer and President and has served on the Board since 2021; he is not an independent director. Under his tenure (effective January 4, 2021), Apogee has emphasized pay-for-performance with key metrics including net sales, Adjusted EBIT, Adjusted ROIC, and Adjusted Diluted EPS; in fiscal 2025, consolidated net sales were $1.36 billion and consolidated Adjusted EBIT was $146.6 million. Total shareholder return value of a $100 initial investment was $127.65 in 2021 and $176.84 in 2025, versus peer group $210.66 in 2025. He spent over 20 years at 3M, most recently as Senior Vice President of Transformation, Technology and Services (2019–2020), and held multiple global business unit leadership roles across Safety & Industrial, Transportation & Electronics, and Consumer since 2001.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 3M | Senior Vice President, Transformation, Technology and Services | 2019–2020 | Led large-scale technology and services transformation; multi-business oversight spanning operations and digital enablement. |
| 3M | Vice President and General Manager (various divisions within Safety & Industrial, Transportation & Electronics, Consumer) | 2001–2019 | Ran global business units; portfolio and capital allocation discipline; operational execution in diversified manufacturing. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LP Building Solutions | Director | 2025–Present | Public company board; committee roles not disclosed in Apogee proxy. |
Fixed Compensation
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 834,616 | 909,231 | 928,308 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 1,469,984 | 1,732,495 | 2,120,267 |
| Non-Equity Incentive ($) | 1,651,776 | 2,674,740 | 2,043,253 |
| All Other Compensation ($) | 74,153 | 181,931 | 163,698 |
| Total ($) | 4,030,529 | 5,498,397 | 5,255,526 |
Additional detail:
- FY2025 base salary set at $932,000 (+3.56% YoY). Target annual cash incentive equals 100% of base salary (threshold 12.5%, max 200%).
Performance Compensation
FY2025 Annual Cash Incentive (CEO)
| Metric | Weighting (%) | Threshold ($mm) | Target ($mm) | Max ($mm) | Actual ($mm) | % Performance Achieved | Target Payout ($) | Actual Payout ($) |
|---|---|---|---|---|---|---|---|---|
| Consolidated Net Sales | 25 | 1,320.0 | 1,400.0 | 1,460.0 | 1,329.0 | 55.63% | 233,000 | 129,618 |
| Consolidated Adjusted EBIT | 75 | 136.0 | 148.2 | 155.0 | 146.617 | 93.51% | 699,000 | 653,635 |
| Total | 100 | — | — | — | — | 84.04% of target | 932,000 | 783,253 |
Notes:
- Consolidated Adjusted EBIT is non-GAAP; definition and reconciliation are provided in proxy appendix.
FY2025 Long-Term Incentive Awards (grant date: May 1, 2024)
| Component | Grant | Value ($) | Grant Price ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | 19,376 shares | 1,211,581 | 62.53 | Vests 1/3 annually, starting April 30 following grant | Accrues dividends; paid only on vesting. |
| Performance Award (FY2025–2027) | Target payout | 1,817,386 | N/A | 3-year performance period; settles 50% cash/50% stock | Metrics: 60% 3-yr cumulative Adjusted Diluted EPS (target $16.04), 40% avg Adjusted ROIC (target 14.20%). |
Payout ranges (as % of FY2025 salary):
- Threshold: $908,693 (97.5% of salary)
- Target: $1,817,386 (195.0% of salary)
- Maximum: $3,634,772 (390.0% of salary)
Prior LTI Cycle Payouts (FY2023–2025)
| Metric | Weight | Threshold | Target | Max | Actual | % Achieved |
|---|---|---|---|---|---|---|
| Average Adjusted ROIC | 100% | 12.79% | 13.27% | 15.33% | 15.77% | 200% |
| Payout Type | Ty R. Silberhorn | Valuation Basis |
|---|---|---|
| Shares (stock-settled 50%) | 26,310 total (13,155 target + 13,155 additional) | $45.61 closing price on 4/22/2025 → $1,199,999 |
| Cash (cash-settled 50%) | $1,260,000 (630,000 target + 630,000 additional) | As determined by plan |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 149,305 shares; <1% of class (21,573,126 shares outstanding as of 4/28/2025). |
| Breakdown | Restricted stock: 98,178 shares; ESPP: 2,195 shares. Restricted shares are subject to future vesting. |
| CEO Ownership Guideline | 5× annual base salary; 5-year compliance window; executives include unvested restricted stock in calculation. As of 4/28/2025, all active NEOs are compliant or within grace period; management highlights that Mr. Silberhorn met the guideline within the grace period. |
| Hedging/Pledging | Prohibited for employees and directors; no pledging by NEOs. |
Employment Terms
- Change-in-Control (CIC) Severance: Double trigger required; severance equals 2× annual base salary plus 2× target annual cash incentive; continuation or reimbursement of medical/dental for 24 months; no excise tax gross-ups; “best-net-benefit” cutback if advantageous; unvested restricted stock vests; performance awards end on CIC date and payouts are adjusted; unpaid amounts after performance period are paid. Agreements auto-renew annually unless terminated prior to CIC. Non-compete, non-solicit, and non-deal provisions apply for 12–24 months post-termination.
- Disability/Death: Immediate vesting of restricted stock; pro-rata performance award payout after performance period ends; retention grant acceleration for Mr. Silberhorn upon death/total disability per Retention Grant Agreement.
- Clawback: Incentive compensation recovery policy adopted October 2023 to comply with SEC/Nasdaq; applies to awards granted on/after Oct 2, 2023; earlier awards subject to 2014 policy.
- Perquisites: Limited—financial/estate planning reimbursement up to $2,000/year; executive physical up to $3,000/year; relocation and spousal travel reimbursements; no perquisite tax gross-ups.
Board Governance
| Attribute | Detail |
|---|---|
| Board Role | Director since 2021; not independent. Committees: N/A. |
| Board Leadership | Independent Chair: Donald A. Nolan (since Jan 2020); Chair sets Board agenda with CEO and leads executive sessions; ad hoc attendance at committees; separation mitigates CEO dual-role concerns. |
| Independence & Attendance | 8 of 9 directors independent; all directors attended >75% of Board/committee meetings; non-employee directors met in executive session at each regular meeting. |
| Director Compensation | Employee-directors receive no additional director compensation. Non-employee director retainers increased to $75,000 in FY2025; committee chair/member fees and equity grants disclosed. |
Compensation Peer Group and Say-on-Pay
- Peer Group (FY2025): American Woodmark; Armstrong World Industries; AZZ; Eagle Materials; EnPro; Gibraltar Industries; Graco; Griffon; H.B. Fuller; Insteel Industries; Masonite International; PGT Innovations; Quaker Chemical; Quanex Building Products; Tennant.
- Consultant: Willis Towers Watson; Committee determined independence and no conflicts under Nasdaq/SEC rules.
- Market Positioning: Base near ~50th percentile; annual cash slightly below ~50th; long-term at or slightly above ~50th.
- Say-on-Pay: 97.12% approval at 2024 Annual Meeting; no program changes in response.
Company Performance Under Silberhorn
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($) | 1,230,774,000 | 1,313,977,000 | 1,440,696,000 | 1,416,942,000 | 1,360,994,000* |
| EBITDA ($) | 139,636,000* | 152,011,000* | 168,191,000* | 187,821,000* | 184,930,000* |
Values retrieved from S&P Global. * indicates no document citation.
Reference metrics (FY2025 as used in CEO incentive):
- Consolidated Adjusted EBIT: $146.617 million (non-GAAP).
Risk Indicators & Red Flags
- Governance protections: Independent Chair; strict anti-hedging/anti-pledging; double-trigger CIC without tax gross-ups; clawback policy aligned with SEC/Nasdaq.
- Performance award rigor: ROIC/EPS multi-year metrics; recent cycle paid at max for ROIC, driving significant stock and cash payouts.
- Insider selling pressure: Annual restricted stock vesting on April 30 may create periodic liquidity events; performance awards settle partly in stock, adding potential selling windows.
Performance Compensation Metric Design (detail)
| Program | Metric | Weight | Target | Notes |
|---|---|---|---|---|
| Annual (FY2025) | Consolidated Net Sales | 25% | $1.40B | Payout scaled 0–200% of target; CEO target equals 100% of salary. |
| Annual (FY2025) | Consolidated Adjusted EBIT | 75% | $148.2MM | Non-GAAP; reconciled in proxy appendix. |
| LTI (FY2025–2027) | 3-yr Cumulative Adjusted Diluted EPS | 60% | $16.04 | Settles 50% cash/50% stock. |
| LTI (FY2025–2027) | 3-yr Avg Adjusted ROIC | 40% | 14.20% | Overlapping multi-year cycles. |
Investment Implications
- Strong alignment: CEO pay is heavily at-risk via annual EBIT and multi-year EPS/ROIC metrics, with equity settling and ownership guidelines promoting long-horizon alignment; anti-hedging/pledging eliminates misalignment risk.
- Execution signal: Maximum ROIC payout for FY2023–2025 and sizable realized awards indicate disciplined capital allocation and operating efficiency; monitor continuity of performance under new metrics that add EPS focus.
- Trading dynamics: Expect seasonal vest-related selling windows (restricted stock April 30; performance awards at cycle end) that may influence near-term supply; beneficial ownership shows meaningful unvested restricted stock.
- Governance risk mitigants: Independent Chair structure, double-trigger CIC without gross-ups, and recent clawback adoption reduce governance red flags; high say-on-pay support (97.12%) suggests shareholder acceptance of pay design.