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 .