Daniel R. Feehan
Chair of the Board at AZZ
Board
About Daniel R. Feehan
Independent Chair of AZZ’s Board since 2019; director since 2000. Age 74 with four decades of public company leadership, including CEO and Executive Chairman roles in specialty finance. Current expertise cited by AZZ includes finance, accounting, strategic planning, and multi-board public company governance. Mandatory retirement age is 75 under AZZ policy, subject to board waiver.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cash America International, Inc. | Executive Chairman | Nov 2015–Sep 2016 | Led merger with First Cash Financial Services (now FirstCash) |
| Cash America International, Inc. | President & CEO | 2000–2015 | CEO leadership of a publicly held company |
| Cash America International, Inc. | President & COO | 1990–2000 | Senior operating leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FirstCash, Inc. | Chairman of the Board | Current | Strategic oversight at publicly held international operator of pawn/point-of-sale payments |
| Enova International Inc. | Director | Current | Governance at online financial services provider to non-prime consumers and SMBs |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent; AZZ states all directors other than CEO are independent and committees are fully independent |
| Chair/Leadership | Independent Chair of the Board since 2019; presides over executive sessions and shareholder meetings |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee Chairs | Compensation Chair: Ed McGough; Nominating & Corporate Governance Chair: Carol R. Jackson; Audit Chair: Daniel E. Berce |
| Meetings/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 5 times in FY2025; Feehan presided |
| Governance Practices | Majority voting, resignation policy if not receiving majority, director orientation & education, stock ownership guidelines, max four outside boards |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Board membership annual retainer | $75,000 | Paid quarterly |
| Board Chair annual retainer | $99,000 | Paid quarterly |
| Compensation Committee member retainer | $5,000 | Paid quarterly |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Paid quarterly |
| Cash fees earned (Feehan actual) | $184,000 | Sum of above components |
| Meeting fees | $0 | AZZ pays no fees for meeting attendance |
Performance Compensation
| Component | Grant Date | Value/Terms | Notes |
|---|---|---|---|
| Annual director equity grant (Common Stock under 2023 Plan) | Jul 9, 2024 | Target value $125,000 | Fixed-value grant on annual meeting date; increased from $115,000 to $125,000 effective Mar 1, 2024 |
| Stock awards (Feehan actual grant-date fair value) | Jul 9, 2024 | $124,933 | ASC 718 fair value as disclosed in director comp table |
| Performance metrics | Not applicable | — | AZZ uses PSUs/RSUs with metrics for executives; directors receive fixed-value equity grants; no director-specific performance metrics disclosed |
Other Directorships & Interlocks
| Counterparty | Interlock Type | Potential Conflict/Exposure |
|---|---|---|
| FirstCash, Inc. | Feehan is Chairman; Daniel E. Berce (AZZ Audit Chair) also serves as director at FirstCash | Interlock present; no AZZ related-party transactions disclosed for FY2025 |
Expertise & Qualifications
- Public company CEO and Executive Chairman experience; multi-board governance expertise.
- Finance, accounting, strategic planning, and oversight credentials cited by AZZ for nomination rationale.
- Complies with AZZ orientation/education; NACD membership opportunity; continuing education supported.
Equity Ownership
| Holder | Shares Beneficially Owned (as of Apr 30, 2025) | % of Shares Outstanding | Unvested RSUs/PSUs Vesting ≤60 Days |
|---|---|---|---|
| Daniel R. Feehan | 78,738 | <1% | — |
Additional alignment policies:
- Director stock ownership guideline: 5× annual cash retainer ($375,000) requirement; all non-employee directors met thresholds as of Feb 28, 2025.
- No pledging or hedging of Company securities permitted.
- Formulaic annual equity grants emphasize alignment; no meeting fees; robust equity mix in director pay.
Governance Assessment
- Shareholder support: In 2025 election, Feehan received 25,598,285 “For” vs 1,349,840 “Against” and 7,458 abstentions; say‑on‑pay passed with 26,367,338 “For”, indicating strong investor confidence.
- Board effectiveness: Independent chair structure; majority independent board and committees; regular executive sessions (5 in FY2025) support robust oversight.
- Compensation alignment: Director cash/equity mix (Feehan total $308,933; cash $184,000; stock $124,933) plus 5× retainer ownership guideline demonstrates alignment without meeting fees or tax gross-ups (except relocation).
- Conflicts/Related parties: AZZ reported no related‑party transactions >$120,000 in FY2025; compensation consultant (Meridian) deemed independent; no pledging/hedging allowed.
- Refreshment risk: Mandatory retirement age 75 (board can waive); Feehan is 74, implying potential near‑term leadership transition planning; committee chairs already rotate, and refreshment is an explicit board priority.
- Performance backdrop: AZZ reported 38th consecutive year of profitability, FY2025 sales $1.58B and ~32.4% stock increase Mar 1, 2024–Feb 28, 2025, reinforcing credibility of oversight under Feehan’s chairmanship.
RED FLAGS
- Board interlock: Both Feehan (Chair) and Berce (Audit Chair) serve on FirstCash’s board; while not inherently problematic, investors should monitor for any information flow or perceived conflicts (none disclosed).
- Retirement horizon: Feehan approaching mandatory retirement age; succession for independent Chair should be assessed to ensure continuity.
Say‑on‑Pay & Shareholder Feedback
| Year | Outcome | Notes |
|---|---|---|
| 2024 | 98.6% approval | Strong support noted in proxy; committee maintained philosophy/practices post‑vote |
| 2025 | 26,367,338 For; 492,126 Against; 96,119 Abstain | Advisory approval passed; indicates continued support |
Director Compensation (Feehan FY2025)
| Metric | Amount |
|---|---|
| Cash fees earned | $184,000 |
| Stock awards (grant‑date fair value) | $124,933 |
| Total compensation | $308,933 |
| Equity grant target value | $125,000; granted Jul 9, 2024 under 2023 Plan |
Insider Trades
| Date | Type | Shares | Price |
|---|---|---|---|
| Not disclosed in DEF 14A | — | — | — |
Notes: AZZ disclosed timely Section 16 compliance, with two late Form 4s due to administrative error for employees (not directors), corrected via Form 5; no director-specific delinquencies mentioned.
Committee Assignments (FY2025)
| Committee | Members | Meetings |
|---|---|---|
| Compensation | McGough (Chair); Berce; Feehan; Grannum; Jackson | 5 |
| Nominating & Corporate Governance | Jackson (Chair); Feehan; McGough; Purvis | 4 |
| Audit | Berce (Chair); Grannum; Purvis | 5 |
Additional Signals & Policies
- Majority voting and resignation policy in uncontested elections; “one share, one vote”; 15% special meeting threshold.
- Board/committee evaluations annually; bi‑annual peer evaluations; independent advisors permitted; full access to management and committee chairs.
- Shareholder communications can be sent directly to Chair Feehan via AZZ IR contacts.