Carol R. Jackson
About Carol R. Jackson
Independent director of AZZ since 2021 (age 53), Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. Former President, CEO, and Chairman of HarbisonWalker International (2017–2023) with prior senior roles at Carpenter Technology (2011–2013) and PPG Industries (1999–2011); currently serves on the board of Sensient Technologies Corporation with Audit, Nominating & Corporate Governance, and Scientific Advisory committee roles. Her credentials emphasize global industrial manufacturing leadership, M&A execution, and governance oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HarbisonWalker International | President, CEO & Chairman | 2017–2023 | Led the largest U.S. ceramic refractories supplier; global operations and M&A execution |
| HarbisonWalker International | Corporate Officer, SVP & GM | 2014–2017 | Executive leadership in industrial manufacturing |
| Carpenter Technology Corporation | Corporate Officer, VP & GM | 2011–2013 | Specialty alloys; operations leadership |
| PPG Industries, Inc. | Various positions | 1999–2011 | Industrial coatings/chemicals; global operations experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sensient Technologies Corporation | Director | Current (start date not disclosed) | Audit; Nominating & Corporate Governance; Scientific Advisory Committees |
Board Governance
- Committees: Nominating & Corporate Governance (Chair); Compensation (member). All members of these committees are independent under NYSE standards; N&CG provides oversight of governance guidelines, director compensation, sustainability, and annual board/committee evaluations; Compensation oversees incentive plans, CEO and executive pay, human capital policies, and administers clawback policies.
- Independence: AZZ states a majority-independent board; all current directors other than the CEO are independent; committees consist exclusively of independent directors.
- Attendance: Board met 5 times in FY2025; each director attended more than 75% of their board and committee meetings; all directors serving at the time attended the 2024 annual meeting.
- Board policies: Mandatory retirement age 75; directors expected to serve on no more than four public company boards; director orientation and continuing education supported (including NACD membership).
- Compensation committee process: Uses Meridian Compensation Partners, LLC as independent consultant; no interlocks or related-party relationships among committee members.
- Trading safeguards: Anti-hedging and anti-pledging policy for directors; pre-clearance required for insider trades.
Committee Assignments and Engagement
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 |
| Compensation | Member | 5 |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash (Jackson) | $82,625 | $98,750 |
AZZ Director Retainer Schedule (program-level):
| Service | FY2024 Amount | FY2025 Amount |
|---|---|---|
| Annual Board Retainer | $72,500 | $75,000 |
| Nominating & Corporate Governance Chair | $7,625 | $13,750 |
| Compensation Committee Member | $2,500 | $5,000 |
| Meeting Fees | None (no meeting attendance fees) | None (no meeting attendance fees) |
Notes:
- Director compensation emphasizes equity; special roles (chair positions) are compensated for added responsibilities; retainers paid quarterly; travel expenses reimbursed.
Performance Compensation
| Equity Grant Detail | FY2024 | FY2025 |
|---|---|---|
| Grant Date | July 11, 2023 | July 9, 2024 |
| Instrument / Plan | AZZ Common Stock under 2014 Plan | AZZ Common Stock under 2023 Plan |
| Grant-date Fair Value | $115,000 | $125,000 |
Performance metrics for director compensation:
| Item | Disclosure |
|---|---|
| Performance conditions tied to director equity | None disclosed; director equity granted on a fixed-value, formulaic basis at annual meeting. |
Other Directorships & Interlocks
| Entity | Relationship to AZZ | Related-party or interlocks |
|---|---|---|
| Sensient Technologies Corporation | Unrelated industry (colors, flavors, fragrances) | No related-party transactions disclosed for FY2025 above $120,000; audit committee reviews any related party items. |
Expertise & Qualifications
- Global industrial manufacturing and distribution leadership (CEO/senior executive experience), strategic planning, international operations, M&A, and corporate governance oversight; prior public board experience.
- As N&CG Chair, provides leadership on board composition, refreshment, evaluations, sustainability oversight, and director compensation recommendations.
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned (4/30/2025) | 8,943 |
| Percent of Shares Outstanding | <1% (based on 29,949,585 shares) |
| RSUs/PSUs vesting within 60 days of 4/30/2025 | — (none disclosed for Jackson) |
| Stock Ownership Guidelines | 5x annual board retainer ($375,000 for FY2025); all non-employee directors met thresholds as of 2/28/2025. |
| Hedging/Pledging | Prohibited for directors under AZZ policy. |
Governance Assessment
- Strengths: Independent director with deep industrial leadership; chairs governance committee that oversees board quality, sustainability, and director compensation; strong attendance record; robust anti-hedging/anti-pledging and clawback frameworks; independent comp consultant; no FY2025 related-party transactions.
- Alignment: Material equity grants each year and achievement of director stock ownership guidelines signal skin-in-the-game; FY2025 compensation mix skewed to equity (Stock Awards $124,933 vs Cash $98,750; equity ~56% by value, calculated from disclosed figures).
- Watch items: As N&CG Chair, she participates in recommending director compensation, which is a common practice but can present perceived self-setting risk; mitigated by board independence and committee oversight.
- Overall read-through: Governance posture appears shareholder-aligned with independent oversight, sustainability integration, and clear trading safeguards; no disclosed conflicts or attendance issues.