Daniel E. Berce
About Daniel E. Berce
Independent director of AZZ; age 71; on the Board since 2000. Audit Committee Chair and Compensation Committee member; qualifies as an Audit Committee “financial expert.” Former President & CEO of General Motors Financial Company (AmeriCredit) from its acquisition by GM in Oct 2010 until April 2025; prior roles include CEO (2005–2010), President (2003–2010), CFO (1990–2003) of AmeriCredit, and partner at Coopers & Lybrand, providing deep accounting and financial governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Financial Company (formerly AmeriCredit) | President & CEO | Oct 2010–Apr 2025 | Led global auto finance operations; public-company CEO governance experience |
| AmeriCredit Corp. | CEO; President; CFO; Director | CEO: 2005–2010; President: 2003–2010; CFO: 1990–2003; Director: 1990–2010 | Built executive-level finance and governance capabilities |
| Coopers & Lybrand | Partner | Pre-1990 (prior to AmeriCredit) | Public-accounting leadership; audit expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FirstCash, Inc. | Director | Current | Public board experience in consumer finance/retail payments |
Interlock note: AZZ Chair Daniel R. Feehan is Chairman of FirstCash, creating a board-level interlock across AZZ and FirstCash; no related-party transactions disclosed for FY2025 .
Board Governance
- Committees: Audit (Chair; financial expert), Compensation (member). Audit Committee met 5 times in FY2025; Compensation Committee met 5 times .
- Independence: All current directors other than the CEO are independent; committees comprised exclusively of independent directors .
- Attendance: 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 met without management present five times in FY2025; sessions presided over by independent Chair .
- Oversight scope: Audit Committee oversees financial reporting, internal control, cybersecurity risk; reviews related-party transactions; maintains whistleblower mechanisms .
- Governance practices: Annual elections; majority voting and resignation policy; director max four outside boards; mandatory retirement age 75 .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $114,000 | Includes Board retainer and Committee retainers (e.g., Audit Chair $24,000; Audit member $10,000; Compensation Chair $16,250; Compensation member $5,000) |
| Equity award (grant date fair value) | $124,933 | Formulaic annual grant valued at $125,000 (effective March 1, 2024) awarded July 9, 2024 under the 2023 LTIP |
| Total director compensation | $238,933 | Cash + equity |
Program fee schedule (FY2025):
- Board retainer: $75,000; Board Chair: $99,000; Audit Chair: $24,000; Audit member: $10,000; Compensation Chair: $16,250; Compensation member: $5,000; Nominating Chair: $13,750; Nominating member: $5,000 .
Ownership guidelines for directors: 5x annual Board cash retainer ($375,000 target); all non-employee directors met the guideline as of Feb 28, 2025 .
Performance Compensation
Directors do not receive performance-based bonuses or PSUs; director equity grants are fixed-value and not contingent on performance . As a Compensation Committee member, Berce oversees executive pay-for-performance metrics:
| Metric | Design | Detail |
|---|---|---|
| STI Plan (Annual Cash Incentive) | Target % of base salary | CEO 100%; CFO 70%; CLO 60%; Precoat COO 80%; Metal Coatings COO 80%; Former CFO 70%; Former CAO 60% |
| STI Plan Payout Range | Up to 200% of target | CEO max 200%; others per plan caps (e.g., 160% for certain roles; 140% for CFO; 120% for CLO/CAO) |
| LTI PSUs | 3-year TSR vs peer group; ROIC | PSU payout 0–200%; example FY2023 PSUs paid 134% at the 67th percentile (5th of 13) for TSR, including dividends |
| Equity mix for executives | 50% RSUs; 50% PSUs | RSUs vest ratably over 3 years; PSUs require 3-year performance |
Clawbacks and risk controls: Compensation Recovery policies; no tax gross-ups (except relocation); no repricing; no pledging/hedging permitted .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Consideration |
|---|---|---|
| FirstCash, Inc. | Berce Director; Feehan Chairman | Board interlock across AZZ and FirstCash; AZZ policy requires Audit Committee review of related-party transactions; none >$120k in FY2025 |
Expertise & Qualifications
- Financial/accounting expertise (Audit Committee financial expert); former Big Four partner; long-tenured CFO/CEO of public companies .
- Corporate governance and executive compensation knowledge; strategic planning and M&A .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Unvested RSUs/PSUs Vesting Within 60 Days |
|---|---|---|---|
| Daniel E. Berce | 57,988 | <1% (asterisk per table) | — |
| Shares outstanding (reference) | 29,949,585 as of Apr 30, 2025 | — | — |
Policies: Directors prohibited from pledging/hedging Company stock .
Governance Assessment
- Strengths: Independent, long-tenured Audit Chair with deep accounting background; strong attendance and committee engagement; robust governance (majority voting, resignation policy); clawbacks and no hedging/pledging; directors meet stock ownership guidelines—alignment with shareholders .
- Pay-for-performance oversight: Compensation Committee uses market benchmarking (Meridian independent consultant), TSR and ROIC-based PSUs, capped STI payouts—reduces risk-taking and aligns management incentives .
- Shareholder signaling: 2024 Say-on-Pay approval of 98.6% indicates strong investor support for compensation framework overseen by the Committee .
- Interlocks: Dual AZZ–FirstCash board presence (Berce and Feehan) increases information flow but warrants monitoring; AZZ disclosed no related-party transactions >$120k in FY2025, mitigating conflict risk .
RED FLAGS
- Board interlock: Two AZZ directors also serve at FirstCash; while no related-party transactions were disclosed, interlocks can present perceived conflicts; continued Audit Committee oversight remains essential .