Clive A. Grannum

About Clive A. Grannum

Independent director at AZZ since 2021; age 59. Currently President & CEO of North American Stainless, Inc. (appointed April 2025), bringing deep executive leadership in global manufacturing, M&A, process improvement, and business development. Serves on AZZ’s Audit and Compensation Committees; the Board has determined all current directors except the CEO are independent under NYSE standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Materion Corporation	President, Performance Materials	2018–Apr 2025	Led advanced materials portfolio; executive leadership and manufacturing expertise
Olin Corporation	Corporate VP; President – Global Chlorinated Organics	2015–2016	Global operations leadership in chemicals
Dow Chemical Company	President, Global Chlorinated Organics & SAFECHEM; Global Managing Director; VP & Global Business Director	2011–2015	Led multiple global businesses; process improvement and strategic growth
Rohm and Haas Company	Vice President, Plastic Additives	2007–2008	Senior leadership in specialty chemicals

External Roles

Organization	Role	Tenure	Public Company Board?	Notes
North American Stainless, Inc.	President & CEO	Apr 2025–present	No (company described; not a disclosed public board)	Largest fully integrated stainless-steel producer in U.S.; leading provider of stainless steel/performance alloys
Other public company boards	—	—	—	None listed for Grannum in AZZ’s director nominee summary

Board Governance

Committees: Audit Committee member; Compensation Committee member .
Independence: Board majority independent; all current directors except CEO are independent; committees are exclusively independent .
Attendance and engagement: Board met 5 times in FY2025; each director attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
Executive sessions: Independent directors convened five executive sessions in FY2025; presided over by independent Chair (Daniel R. Feehan) .
Tenure: Director since 2021 (four years as of FY2025) .
Outside boards policy: Directors expected to serve on no more than four public company boards .
Related-party oversight: Audit Committee reviews and approves related-party transactions per policy .

Fixed Compensation

Component (FY2025)	Amount (USD)	Notes
Annual Board retainer (cash)	$75,000	Paid quarterly
Audit Committee member retainer (cash)	$10,000	Member (not Chair)
Compensation Committee member retainer (cash)	$5,000	Member (not Chair)
Total cash fees earned	$90,000	Reported for Grannum
Annual equity grant (grant-date fair value)	$124,933	Fixed-value grant targeted at $125,000; granted July 9, 2024 under 2023 LTIP
Total FY2025 director compensation	$214,933	Sum of cash + equity for Grannum

Program features:

No meeting fees; emphasis on equity; Chair/Committee Chairs receive additional retainers .
Annual equity grant is formulaic fixed-value on the Annual Meeting date .
Director stock ownership guideline: 5x annual Board cash retainer ($375,000); as of Feb 28, 2025, all non-employee directors met guidelines .

Performance Compensation

Metric	FY2025 Director Program Use	Details / Payout Mechanics
Short-term (annual) performance metrics	Not applicable to directors	STI is for NEOs; not part of director pay
Long-term PSU metrics (company-wide executive program)	Not applicable to directors	Company PSUs use 3-year TSR percentile vs peer group and ROIC; TSR payout schedule: 25% threshold, 100% at median (50%), 200% max at top percentile; FY2023 PSUs paid 134% at 67th percentile in FY2025 (for NEOs)

Compensation controls and policies:

Clawback/compensation recovery policies; no tax gross-ups (except relocation); no repricing; no pledging/hedging permitted .

Other Directorships & Interlocks

Company	Exchange	Role	Committees	Interlock/Conflict Note
None disclosed	—	—	—	No other public company boards for Grannum; reduces interlock risk

Expertise & Qualifications

Executive leadership in manufacturing and distribution; M&A; strategic planning; process improvement; financial experience; transformational growth in manufacturing-based industries .
Board seeks diverse skills/experience; Nominating & Corporate Governance Committee oversees qualifications and refreshment .

Equity Ownership

Holder	Beneficial Shares	Percent of Outstanding	RSUs/PSUs Vesting Within 60 Days (as of 4/30/2025)
Clive A. Grannum	8,943	<1%*	—

Guideline compliance: All non-employee directors achieved the stock ownership guideline as of Feb 28, 2025 .
Pledging/hedging prohibition: Company policy disallows pledging/hedging of AZZ securities .
Shares outstanding reference: 29,949,585 shares as of April 30, 2025 (for percent context) .
*Indicates beneficial ownership of less than 1% per Company’s disclosure .

Governance Assessment

Committee impact: Grannum’s dual membership on Audit (financial controls, auditor oversight, related-party reviews, cybersecurity risk) and Compensation (pay structure, clawbacks, HCM oversight) places him at the center of key governance levers supporting investor confidence .
Independence and engagement: Independent status, >75% meeting attendance, and participation in regular executive sessions reflect active oversight and board effectiveness .
Alignment: Director pay emphasizes equity; robust ownership guidelines achieved; no meeting fees, reducing per-meeting incentives; policies prohibit pledging/hedging and tax gross-ups, supporting shareholder alignment .
Conflicts: No related-party transactions >$120,000 in FY2025; Audit Committee screens related-party matters, mitigating conflict risk amid his external CEO role at North American Stainless .
Shareholder signals: 98.6% Say-on-Pay approval at the 2024 Annual Meeting and notable FY2025 equity performance (+32.4% stock price during FY2025 period) support governance credibility and pay practices, though Say-on-Pay targets executives rather than directors .

RED FLAGS: None disclosed specific to Grannum. No related-party transactions; strong attendance; independent committee composition; prohibitions on pledging/hedging mitigate alignment risks .