Bryan Stovall
Chief Operating Officer – Metal Coatings at AZZ
Executive
About Bryan Stovall
Bryan Stovall (age 61) serves as Chief Operating Officer – Metal Coatings at AZZ; he has held the COO role since 2020 after previously leading AZZ Galvanizing Solutions . In FY2025, his segment delivered record sales of $665.1 million and EBITDA of $205.4 million, while company-wide sales reached $1.58 billion (+2.6% YoY) and shares rose ~32.4% during the fiscal year—key context for his pay-for-performance profile . AZZ’s FY2025 performance also included $250 million of operating cash flow and debt reduction progress, inputs used in annual incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AZZ Inc. | President – AZZ Galvanizing Solutions | — | Led galvanizing business prior to appointment as COO – Metal Coatings |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary (set) | $445,686 | $472,427 |
| Actual Salary Earned | $445,686 | $468,678 |
| Target Annual Bonus % | 80% | 80% |
| All Other Compensation (Total) | $14,126 | $21,431 |
| – Insurance benefits | $— | $8,700 |
| – 401(k) company contributions | $— | $12,731 |
| One-time Cash Signing Bonus | — | $425,000 (paid 7/15/2024) |
Performance Compensation
Annual Cash Incentive (STI) – FY2025
| Metric | Weight | Target | Actual | % of Target Achieved |
|---|---|---|---|---|
| Adjusted EPS | 20% | $4.50 | $5.20 | 115.6% |
| Consolidated Cash Flow | 15% | $206,710,000 | $249,909,000 | 120.9% |
| Metal Coatings Segment EBITDA | 25% | $196,520,000 | $205,362,000 | 104.5% |
| Metal Coatings Segment Cash Flow | 25% | $172,200,000 | $176,770,000 | 102.6% |
| Qualitative | 15% | — | — | 125.0% |
| STI Outcome | Value |
|---|---|
| Target as % of Base Salary | 80% |
| Actual Payout as % of Base Salary | 143.4% |
| Target Amount ($) | $381,541 |
| Actual Cash Bonus ($) | $537,667 |
STI plan features a minimum threshold of 81% of target for any payout and a 200% maximum at 120% of target performance achievement .
Long-Term Incentives (LTI)
Structure: 50% RSUs (3-year ratable vesting) and 50% PSUs (3-year performance period) under the 2023 Plan . FY2025 PSUs are split 50% relative TSR vs. industry peer group and 50% Adjusted ROIC (target ROIC 10.5%, threshold 76% of target; 0–200% payout scale) .
| FY2025 Grants (4/25/2024) | Shares/Target | Grant-Date Value |
|---|---|---|
| RSUs | 3,088 | $226,165 |
| PSUs (target) | 3,088 | $254,004 |
| Special Sign-on RSUs (7/15/2024) | 18,035 | $1,499,971 |
PSU Realization (FY2023 grant, performance ended FY2025): Relative TSR ranked at ~67th percentile (5th of 13), yielding a 134% payout; Mr. Stovall earned 6,235 shares with a market value of $599,246 at $96.11 close on 2/28/2025 .
Equity Ownership & Alignment
| Ownership Detail (as of 4/30/2025 unless noted) | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 22,017; under 1% of outstanding |
| Vested/vesting within 60 days (RSUs/PSUs/div. eq) | 11,116 RSUs; 6,023 PSUs; 267 dividend equivalents |
| Unvested RSUs at 2/28/2025 (and FMV at $96.11) | 2,171 ($208,655); 3,888 ($373,676); 3,106 ($298,518) |
| Special RSUs (sign-on) unvested at 2/28/2025 | 18,106; $1,740,168 (includes accrued div. eq.) |
| Stock Ownership Guidelines (COO) | 3x base salary or minimum 30,000 shares; 5-year compliance window |
| Pledging/Hedging | Prohibited by policy |
| Insider Trading Controls | Pre-clearance required; blackout compliance; policy filed with 10-K |
Vesting schedule and potential supply:
- Standard RSUs vest ratably over 3 years from grant (2022, 2023, 2024 awards) .
- Special 18,035 RSUs vest in two equal tranches on May 31, 2025 and May 31, 2026 (retention-focused award) .
Administrative note: Two Form 4s (July 15, 2024 grants to Messrs. Crawford and Stovall) were reported late due to an administrative error and corrected via Form 5 filings on April 11, 2025 .
Employment Terms
- Employment Agreement: Executed July 15, 2024; initial 2-year term through July 15, 2026, with automatic one-year renewals absent 120-day notice .
- Severance Framework: Benefits determined under AZZ’s Executive Officer Severance Plan (Mr. Stovall is a participant) .
- Clawbacks: Executive Clawback Policy per SEC/NYSE and broader Amended Compensation Recovery Policy cover erroneously awarded incentive pay and misconduct .
- Anti-hedging/pledging: Prohibited .
- Change-in-Control: “Double-trigger” design; time-based equity vests in full; PSUs vesting at Committee discretion .
Potential Payments (as of 2/28/2025; illustrative per proxy):
| Scenario | Severance | Accelerated RSUs | Accelerated PSUs | Health Benefits | Total |
|---|---|---|---|---|---|
| Termination Without Cause / For Good Reason (no COC) | $1,662,493 | $2,621,016 | $— | $16,384 | $4,299,893 |
| Termination Without Cause / For Good Reason (in COC window) | $2,089,477 | $2,621,016 | $— | $32,115 | $4,742,608 |
Notes:
- Non-COC severance equals 150% of base salary plus target bonus, paid over 18 months; COBRA subsidy to active-employee rate for up to 18 months .
- COC severance equals 200% of base salary plus target bonus, paid over 24 months; COBRA paid by company up to 24 months .
- Time-based equity fully vests; PSUs vest at Committee discretion (assumed zero in table per proxy convention) .
Performance & Track Record
- Segment execution: Led Metal Coatings to record sales and EBITDA in FY2025; maintained margins despite inflation (labor, zinc) and expanded leadership development and safety programs .
- Company backdrop: FY2025 sales $1.58B (+2.6%), $250M operating cash flow, redeemed preferred stock, repriced debt, and ~32.4% stock appreciation; record results across both segments .
- STI linkage: Segment EBITDA and Cash Flow components exceeded targets (104.5% and 102.6%), contributing to above-target annual cash incentive payout .
Compensation Structure Analysis
- Pay mix: 68% of Mr. Stovall’s FY2025 pay “at risk,” reflecting strong performance linkage; equity split 50% RSUs / 50% PSUs tied to relative TSR and ROIC over three years .
- Retention emphasis: One-time $1.5M RSU grant (two-year vesting) and $425,000 cash signing bonus in July 2024 align to retention through mid-2026 critical initiatives .
- Governance guardrails: No repricing, no tax gross-ups (except relocation), double-trigger COC, anti-hedge/pledge, and robust clawbacks .
Equity Ownership & Alignment (Detailed)
| Item | Amount / Policy |
|---|---|
| Total beneficial ownership | 22,017 shares; <1% of outstanding |
| Vested/vesting soon | 11,116 RSUs; 6,023 PSUs; 267 div. eq. within 60 days of 4/30/2025 |
| Ownership guidelines | COO must hold 3x base salary or minimum 30,000 shares; 5-year compliance horizon; unvested RSUs/PSUs not counted |
| Insider policies | Pre-clearance; blackout; anti-hedging/pledging |
Employment Terms (Detailed)
- Agreement: July 15, 2024, 2-year initial term with automatic renewals, incorporated into Executive Officer Severance Plan for severance economics .
- Good Reason/Cause (plan definitions), release requirement, and COBRA coverage described; equity acceleration on time-based awards; PSUs discretionary .
- Related-party transactions: None over $120,000 in FY2025, reducing conflict risk .
Investment Implications
- Alignment and retention: High at-risk pay (68%) and PSU metrics (relative TSR and ROIC) support pay-for-performance; the $1.5M two-year RSU and $425k cash sign-on are strong retention levers through mid-2026 .
- Near-term vesting supply: Scheduled RSU vests (including May 31, 2025 and May 31, 2026 tranches from the special award) could create periodic selling pressure, though pledging/hedging bans reduce misalignment risk .
- Downside protection: Double-trigger COC, measured severance (150%–200% base+target bonus) and clawbacks curb risk-taking while facilitating continuity through strategic initiatives .
- Execution track record: Record segment results and above-target STI outcomes indicate strong operational leadership; continued monitoring of PSU trajectories (relative TSR/ROIC to FY2027) will inform realized pay versus performance .