Jason Crawford
Senior Vice President and Chief Financial Officer at AZZ
Executive
About Jason Crawford
Jason Crawford, 51, is Senior Vice President, Chief Financial Officer and Principal Accounting Officer of AZZ, appointed effective June 3, 2024; he holds an MBA from Washington University in St. Louis and a BA in Accounting from the University of Abertay, Scotland . In FY2025 (year ended Feb 28, 2025), AZZ delivered Adjusted EPS of $5.20 vs. a $4.50 target and consolidated cash flow from operations of $249.9M vs. a $206.7M target, supporting above‑target bonus outcomes; management highlights under Crawford include $110M debt reduction (to 2.5x leverage midpoint), debt repricing saving ~$9M annually, and record sales/Adjusted EBITDA of $347.9M . He signed a two‑year employment agreement (auto‑renewal thereafter), is covered by the Executive Officer Severance Plan, and is subject to a 12‑month non‑compete and non‑solicit post‑employment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AZZ Inc. (Precoat Metals subsidiary) | Vice President of Finance – Precoat Metals | May 2022 – 2024 | Finance leadership post‑acquisition integration; pipeline to AZZ CFO role . |
| Precoat Metals / Sequa Corporation | Various finance leadership roles, including Precoat Metals CFO | 2012 – 2022 | Led finance at Precoat prior to AZZ’s acquisition and integration in 2022 . |
| Boston Scientific | Senior finance roles | 2006 – 2012 | Six years in finance roles at a global med‑tech company . |
| CTS Corporation | Accounting leadership roles | 1995 – 2006 | Progressed through accounting leadership positions . |
External Roles
- No public company board roles or external directorships disclosed in AZZ filings for Jason Crawford .
Fixed Compensation
| Component | FY2025 Detail |
|---|---|
| Base salary | $450,000 (pro‑rated for time in role during FY2025) . |
| Annual bonus target | 70% of base salary . |
| FY2025 target and actual STI payout | Target $315,000; actual payout $542,767 (175.6% of base) . |
| Annual LTI target mix | 100% of base salary, equally split (50% PSUs / 50% RSUs) . |
| Sign‑on equity | $300,000 in RSUs; vests 50% on each of the first two anniversaries of June 3, 2024; grant date first open window after Q1 FY2025 results . |
| Relocation | $75,000 relocation allowance, tax gross‑up provided . |
Performance Compensation
Short‑Term Incentive (STI) – FY2025 structure and results (Jason Crawford)
| Metric | Weight | Target | Actual | % of Target Achieved |
|---|---|---|---|---|
| Adjusted EPS | 60% | $4.50 | $5.20 | 115.6% |
| Consolidated Cash Flow from Operations | 25% | $206,710,000 | $249,909,000 | 120.9% |
| Qualitative (discretionary) | 15% | — | — | 125.0% |
- Committee approved qualitative payouts between 100%–140% of target across NEOs based on Company and individual performance .
- Crawford’s total STI payout equaled 175.6% of base salary ($542,767) for FY2025 .
Long‑Term Incentive (LTI) – Grants and design
| FY2025 Grant (Apr 24, 2024 valuation basis) | Grant value | Units |
|---|---|---|
| RSUs (time‑vest, ratable over 3 years) | $224,961 | 2,914 RSUs |
| PSUs (3‑year, cliff vest) | $224,961 | 2,914 target PSUs |
- PSU metrics and payout framework (FY2025 awards): 50% 3‑year Relative TSR vs. peer group; 50% 3‑year Adjusted ROIC with a 10.5% target; ROIC payout scale: <76% of target = 0%, 100% = 100%, 125% = 200% (interpolation applies). Final PSU vest based on the average of TSR and ROIC results .
- Prior PSU cycle (granted May 9, 2022; FY2023 PSUs) paid out at 134% based on 3‑year Relative TSR ranking 5th of 13 (67th percentile); max payout 200% at top quartile .
FY2025 Summary Compensation (reported)
| Component | Amount ($) |
|---|---|
| Salary | 441,561 |
| Stock awards (ASC 718 fair value) | 753,107 |
| Non‑equity incentive plan comp (STI) | 542,767 |
| All other compensation | 208,088 |
| Total | 1,945,523 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/30/2025) | 11,498 shares; <1% of shares outstanding (29,949,585) . |
| Awards vesting within 60 days of 4/30/2025 | 1,811 shares (1,804 RSUs + 7 dividend equivalents) . |
| Stock ownership guidelines (CFO) | 3x base salary or a minimum of 30,000 shares; compliance expected within 5 years of hire/promotion . |
| Compliance status | Not yet attained as of 2/28/2025; on track within the applicable 5‑year period . |
| Hedging/Pledging | Not permitted under Company policy . |
| Options | No option awards disclosed for Crawford in FY2025 . |
Employment Terms
| Term | Key provisions |
|---|---|
| Appointment and start date | Appointed SVP & CFO on May 29, 2024; effective June 3, 2024 . |
| Agreement term | Two‑year term from start date; auto‑renews annually unless 120‑day notice given . |
| Base/bonus/LTI | Base $450,000; STI target 70% of base; annual LTI target 100% of base (50% PSU/50% RSU) . |
| Sign‑on RSUs | $300,000 RSUs; 50% vests on each of the first two anniversaries of June 3, 2024; grant in first open window post‑Q1 FY2025 results . |
| Location | Fort Worth, TX . |
| Severance plan | Participant in AZZ Executive Officer Severance Plan . |
| Non‑compete / Non‑solicit | 12 months post‑employment; global scope consistent with Company markets . |
| Standstill/Trading | Restrictions during restricted period; acquisition during blackout only via 10b5‑1 or plan equity; ESPP permitted . |
| Clawback | Subject to Executive Officer Incentive Compensation Recovery Policy and Compensation Recovery Policy . |
| Arbitration / Governing law | Arbitration in Fort Worth, TX; Texas law . |
Potential Payments upon Termination (as of 2/28/2025; illustrative per proxy)
| Scenario | Severance | Accelerated RSUs | Health benefits | Total |
|---|---|---|---|---|
| Termination without cause / for good reason (not in CoC) | $1,462,500 | $847,690 | $25,306 | $2,335,496 |
| Termination without cause / for good reason in connection with a Change in Control | $1,845,000 | $847,690 | $49,754 | $2,742,444 |
- Plan formulas: 18 months of base salary plus target annual cash bonus for non‑CoC involuntary termination; 24 months of base salary plus target annual cash bonus and pro‑rated target bonus in CoC termination . RSUs accelerate upon qualifying termination in connection with a change in control; PSUs are not assumed to accelerate (committee retains discretion) . AZZ states equity awards use double‑trigger vesting upon a change in control .
Performance & Track Record (signals for execution risk/value creation)
- FY2025 results contributed to record year: Sales +2.6%, Net Income +26.8% (pre preferred dividend/redemption), Adjusted EPS $5.20 (+14.8% YoY), CFO leadership on debt reduction ($110M), leverage to 2.5x, repriced Term Loan B and $400M revolver to reduce margins (~$9M annual interest savings) .
- Company delivered above‑target performance on Adjusted EPS and Cash Flow in FY2025 (115.6% and 120.9% of targets) supporting pay‑for‑performance alignment .
- FY2023 PSU cycle paid at 134% on 3‑year Relative TSR (67th percentile vs. peers), indicating multi‑year shareholder return outperformance for that cycle .
Compensation Structure Analysis (alignment and risk)
- At‑risk pay: 69% of Crawford’s FY2025 pay was at‑risk, supporting pay‑for‑performance linkage .
- STI metrics emphasize Adjusted EPS and cash flow (high correlation to shareholder value), with capped payouts and a measured qualitative component .
- LTI mix balances retention (RSUs, 3‑year ratable) and performance (PSUs on 3‑year TSR/ROIC), incorporating capital efficiency (ROIC) and market‑relative performance (TSR) .
- Clawback policies and prohibitions on hedging/pledging reduce misalignment and risk‑taking incentives .
Vesting Schedules and Insider Selling Pressure
- Near‑term vesting: Sign‑on RSUs vest 50% on June 3, 2025 and 50% on June 3, 2026; annual RSU grants vest ratably over three years from grant date (FY2025 grant derived at Apr 24, 2024 valuation) .
- Mitigants: Stock ownership guidelines (3x salary or 30,000 shares) and bans on hedging/pledging may reduce net selling; ownership compliance expected within five years of hire .
Equity Ownership & Alignment (additional)
- Beneficial ownership as of April 30, 2025: 11,498 shares; shares vesting within 60 days: 1,811; group holdings (all directors and execs): 529,682 shares (1.77%) .
- No stock options disclosed; equity emphasis is in RSUs/PSUs .
Employment Contracts, Severance and Change‑of‑Control Economics
- Agreement: Two‑year term with automatic one‑year renewals; Texas law; arbitration; 12‑month non‑compete and non‑solicit .
- Severance: 18 months base + target bonus (non‑CoC involuntary); 24 months base + target bonus + prorated target (CoC termination); RSUs accelerate upon qualifying CoC termination; PSUs not assumed to accelerate absent committee action .
- Policies: Clawback coverage on incentive‑based pay; hedging/pledging prohibited .
Expertise & Qualifications
- Education: MBA (Washington University in St. Louis); BA Accounting (University of Abertay, Scotland) .
- Technical/operational: >20 years in senior accounting/finance; M&A transaction experience; prior divisional CFO (Precoat Metals) .
Investment Implications
- Alignment: High at‑risk mix (69%) with STI tied to EPS and cash flow and PSUs tied to TSR/ROIC supports shareholder alignment; hedging/pledging ban and clawbacks further reduce governance risk .
- Retention: Two‑year agreement with auto‑renewal, 12‑month non‑compete/non‑solicit, and meaningful severance (18–24 months pay plus target bonus components) mitigate immediate retention risk; near‑term sign‑on RSU vesting is a retention lever but could create episodic selling pressure around vest dates .
- Execution: FY2025 outcomes and CFO initiatives (debt reduction, repricing to lower interest cost, leverage to 2.5x) indicate strong execution on balance sheet optimization—supportive for equity value and future incentive attainment, particularly ROIC‑linked PSUs .
- Change‑in‑control: Double‑trigger equity acceleration policy limits windfalls; RSU acceleration and 24‑month cash severance in CoC termination scenarios are standard for mid‑cap industrials and unlikely to be shareholder‑unfriendly outliers .