Ed McGough
About Ed McGough
Independent director of AZZ since 2017 (age 64). Senior Advisor at Alcon, Inc. since January 2025; previously Senior Vice President, Global Manufacturing and Technical Operations at Alcon (2008–2025) and earlier held quality/manufacturing leadership roles at Alcon (1991–2006) and Baxter Healthcare (1983–1991). Serves as Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee; classified as independent under NYSE standards, with all committees composed exclusively of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcon, Inc. | Senior Advisor | Jan 2025–present | Advises global manufacturing, distribution, supply chain; cybersecurity separation of manufacturing systems |
| Alcon, Inc. | SVP, Global Manufacturing & Technical Operations | 2008–2025 | Led global pharmaceutical manufacturing across U.S., Brazil, Mexico, Spain, Belgium, France; sustainability execution |
| Alcon, Inc. | Director/VP Manufacturing and Operations roles (QA/Reg Affairs; Operations; Manufacturing; VP & GM; VP Pharmaceutical Ops) | 1991–2006 | Quality assurance, plant leadership in TX/PR; global integration of acquired medical device companies |
| Baxter Healthcare | Quality engineering/management roles | 1983–1991 | Quality engineering leadership |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Alcon, Inc. | Senior Advisor | No | Advisory position; no AZZ-disclosed public board interlocks for McGough |
Board Governance
- Committee assignments: Compensation Committee (Chair); Nominating & Corporate Governance Committee (member) .
- Independence: Board majority independent; all committees exclusively independent; McGough is independent .
- Attendance and engagement: Board met 5 times in FY2025; each director attended >75% of Board/committee meetings; directors attended 2024 Annual Meeting .
- Committee activity: Compensation Committee met 5 times; Nominating & Corporate Governance met 4 times in FY2025 .
- Executive sessions: Independent directors met without management 5 times in FY2025, chaired by independent Board Chair .
- Outside boards policy: Max four public boards including AZZ (McGough has none) .
Fixed Compensation (Director)
| Component | FY2025 Program Rate | FY2025 Amount Received by McGough |
|---|---|---|
| Board annual cash retainer | $75,000 | Included in Fees Earned |
| Compensation Committee Chair retainer | $16,250 | Included in Fees Earned |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Included in Fees Earned |
| Meeting fees | None (no attendance fees) | N/A |
| Equity grant (fixed value at annual meeting) | $125,000 grant-date fair value (7/9/2024) | $124,933 grant-date fair value recognized |
| Total FY2025 director cash fees (McGough) | — | $101,250 |
| Total FY2025 director equity (McGough) | — | $124,933 |
| Total FY2025 director compensation (McGough) | — | $226,183 |
Performance Compensation (Oversight as Compensation Chair)
| Metric | Plan Design | FY2025 Details |
|---|---|---|
| Short-Term Incentive (STI) Target % (NEOs) | Target set as % of base salary; max payout 200% (varies by role) | CEO 100%; CFO 70%; CLO 60%; COO Precoat 80%; COO Metal Coatings 80%; Former CFO 70%; Former CAO 60% |
| PSU (FY2023 grant, paid FY2025) | 3-year performance based on TSR percentile vs peer group; 0–200% payout; top quartile adds 25% to target up to cap | AZZ TSR ranked 5th of 13 (67th percentile) → 134% payout of PSU target |
| PSU settlement value example | Market value at close on 2/28/2025 ($96.11) determines reported value; dividend equivalents accrue to vesting | CEO earned 27,627 shares including 939 dividend equivalents; example market value $2,655,231 |
Equity awards for directors are fixed-value RSUs (no performance conditions); McGough oversees executive STI/PSU metrics and clawbacks as Compensation Chair .
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential interlock/conflict |
|---|---|---|---|
| — | — | — | None disclosed; “Other Public Company Boards” shows none for McGough |
Expertise & Qualifications
- Global manufacturing, distribution, and supply chain leadership; integration of acquired companies into operations .
- Environmental sustainability strategy/execution; led cybersecurity separation of manufacturing systems from corporate network .
- Committee leadership experience in human capital, pay-for-performance architecture, clawbacks, and governance policies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs/PSUs Vesting Within 60 Days | Ownership Guideline Status |
|---|---|---|---|---|
| Ed McGough | 18,104 | ~0.060% (18,104 ÷ 29,949,585) | 0 | Directors must hold ≥5× cash retainer ($375,000); all directors met thresholds as of 2/28/2025 |
Governance Assessment
- Board effectiveness: Active committee leadership (Compensation Chair) and regular independent executive sessions support robust oversight of pay, succession, and risk; committees met regularly (Comp 5; N&G 4) .
- Independence and alignment: Independent director with equity-heavy director pay and mandatory ownership guidelines; no meeting fees and emphasis on fixed-value equity aligns interests with shareholders .
- Shareholder signals: 2024 Say-on-Pay approval was 98.6%, indicating strong support for the compensation framework overseen by McGough’s committee .
- Conflicts/related parties: No related-party transactions >$120,000 in FY2025; policy requires Audit Committee review of any related-party dealings .
- Risk controls: Compensation Recovery Policies (clawbacks), ban on pledging/hedging, no tax gross-ups (except relocation), no option repricing—supports investor confidence .
- Attendance: All directors exceeded 75% attendance thresholds; strong engagement .
- RED FLAGS: None disclosed specific to McGough. No pledging permitted; no related-party transactions; no delinquent Section 16 filings mentioned for him (two delinquencies were for other officers) .
Notes on Insider Trades
- Section 16(a) compliance: The only untimely Form 4 filings disclosed were for Messrs. Crawford and Stovall; no McGough-specific delinquencies noted in the proxy .
- For McGough’s transaction history, consult current Form 4 filings on EDGAR; no Form 4 details are provided in the proxy itself .