Kurt Russell
About Kurt Russell
Kurt Russell, 55, is AZZ’s Chief Strategy Officer (effective March 1, 2025) and formerly Chief Operating Officer – Precoat Metals after joining AZZ in 2022 via the Precoat acquisition; his previous position was President – Precoat Metals Division of Sequa Corporation . In FY2025, Russell’s segment delivered record sales of $912.6 million and EBITDA of $179 million, completed a greenfield aluminum coil coating line on schedule/budget, and advanced succession (new Precoat President) . Company performance context during FY2025: total sales grew 2.6% to $1.58 billion and the stock rose ~32.4% from Mar 1, 2024 to Feb 28, 2025, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Precoat Metals Division of Sequa Corporation | President | — | Senior leadership of the Precoat business acquired by AZZ; role cited as prior position for AZZ NEO designation |
External Roles
- Not disclosed in the proxy.
Fixed Compensation
| Metric | FY2024 | Change YoY | FY2025 Target/Base | FY2025 Actual Earned |
|---|---|---|---|---|
| Base Salary ($) | 463,500 | +3% | 477,405 | 474,371 |
| 401(k) Company Match Policy | — | — | Precoat 401(k): 100% match on first 3%, plus 50% on 4–5% (max 4% total) | Company contribution $10,235 (within “All Other Compensation”) |
| All Other Compensation ($) | 3,565 | — | — | 14,776 (Insurance $4,541; 401(k) $10,235) |
Performance Compensation
FY2025 Short-Term Incentive (STI) Design and Results
- Target bonus: 80% of base salary; max payout 160% of base salary .
- Payout mechanics: 0% below 81% of target; 200% at 120%+ of target (linear in between) .
| Metric | Weight | Target | Actual | % of Target Achieved |
|---|---|---|---|---|
| Adjusted EPS | 20% | $4.50 | $5.20 | 115.6% |
| Consolidated Cash Flow | 15% | $206.71m | $249.91m | 120.9% |
| Precoat EBITDA | 25% | $166.862m | $179.023m | 107.3% |
| Precoat Segment Cash Flow | 25% | $84.40m | $86.56m | 103.1% |
| Qualitative | 15% | — | — | 103.1% |
| STI Outcome | Value |
|---|---|
| Target as % of Base | 80% |
| Actual Payout as % of Base | 146.4% |
| Target Amount ($) | 381,924 |
| Actual Payout ($) | 555,583 |
FY2025 Long-Term Incentives (LTI)
Structure: 50% RSUs (time-based, ratable over 3 years) and 50% PSUs (3-year cliff; 50% Relative TSR, 50% Adjusted ROIC; 0–200% payout) .
| Grant Date | Instrument | Shares Granted (Target) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| 04/25/2024 | RSUs | 3,091 | 226,385 | 1/3 annually over 3 years; dividend equivalents accrue and pay only on vest |
| 04/25/2024 | PSUs | 3,091 (target) | 254,250 | 3-year period (3/1/2024–2/28/2027). 50% Relative TSR vs peer group (25th=50%, 50th=100%, 100th=200%); 50% Adjusted ROIC (76% of target=4%, 100%=100%, 125%=200%); average of the two determines payout |
Additional context:
- FY2025 industry peer group for compensation benchmarking maintained (15 companies across related industrials) .
- FY2023 PSU cycle (granted 5/9/2022) paid out at 134% based on 67th percentile TSR; Russell did not have FY2023 PSUs (not an AZZ employee at grant) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 26,820 shares as of April 30, 2025; <1% of outstanding |
| Unvested RSUs at FY2025-end | 4,006 (4/28/2023 grant, incl. dividend equivalents) – $385,017; 3,109 (4/25/2024 grant, incl. div. eq.) – $298,806 |
| Unearned PSUs at FY2025-end | 6,008 (4/28/2023 grant) – $577,429; 3,109 (4/25/2024 grant) – $298,806 |
| Ownership Guidelines | 3x base salary or minimum 30,000 shares for COO/CL O/SVP; Russell has not yet attained threshold but is on track within 5 years from hire/promotion |
| Pledging/Hedging | Prohibited by company policy |
| Insider Policy/Clawbacks | Robust insider trading policy; clawback policies adopted in 2023 (Rule 10D-1 compliant) and amended legacy policy |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Entered March 10, 2022; initial 2-year term with auto-renewal; on Jan 13, 2025 the company elected not to renew; Russell continues at-will and is serving as Chief Strategy Officer effective Mar 1, 2025 |
| Severance (non-CIC) | Under Executive Officer Severance Plan: if terminated without Cause or for Good Reason, severance is 150% of (base + target bonus) paid over 18 months; pro‑rated target bonus; full vesting of time‑based equity; Company subsidizes COBRA (executive pays employee rate) up to 18 months; PSU vesting at Committee discretion |
| Severance (CIC double-trigger) | If terminated without Cause or for Good Reason within 24 months post‑CIC: 200% of (base + target bonus) over 24 months; pro‑rated target bonus; full vesting of time‑based equity; COBRA fully paid up to 24 months; PSU vesting at Committee discretion |
| Restrictive Covenants | Prior employment agreement included 12‑month non‑compete/non‑solicit; Severance Plan requires release and may include restrictive covenants as a condition of benefits |
| Clawbacks | Executive Clawback Policy (NYSE Rule 10D‑1) and Amended Compensation Recovery Policy |
Compensation Structure Analysis
- Mix and leverage: For Russell, 69% of FY2025 pay “at risk,” consistent with pay-for-performance design (similar to other active NEOs at 68–69%) . Equity is 50/50 RSUs/PSUs with three-year vesting/performance, improving retention and alignment .
- STI rigor: Higher payout thresholds maintained (≥81% minimum) and 200% cap at 120%+ performance; FY2025 achieved across all Russell metrics (EPS, cash flow, segment EBITDA/cash flow) with a 146.4% of base payout, reflecting operational outperformance while preserving caps .
- LTI metrics quality: Balanced between market-based (relative TSR) and internal returns (ROIC at 10.5% target), aligning incentives to shareholder value and capital efficiency .
- Governance safeguards: No tax gross-ups (except relocations), no repricing, anti-pledging/hedging, and two clawback regimes; 2024 Say‑on‑Pay approval was 98.6% (strong investor support) .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 98.6% approval |
Performance & Track Record (FY2025 Highlights)
- Precoat (Russell’s segment) delivered record sales of $912.6 million and EBITDA of $179 million; completed greenfield aluminum coil line on schedule/budget; led succession and strategic plan updates to higher growth trajectory .
- Company delivered record results with 2.6% sales growth to $1.58B and stock price up ~32.4% during FY2025 measurement period, aiding TSR-linked outcomes .
Additional Context and Policies
- Related party transactions: None over $120,000 in FY2025 .
- Compensation peer group for benchmarking: 15 industry-relevant companies (e.g., CSW Industrials, Materion, Simpson Manufacturing, etc.) maintained for FY2025 .
Investment Implications
- Alignment and incentives: Russell’s package is heavily performance‑levered (STI tied to EPS/cash flow; PSUs tied to TSR and ROIC) with robust governance (clawbacks, anti‑pledging), supporting shareholder alignment .
- Retention/watch items: His employment agreement was not renewed and he serves at‑will; while he remains CSO, the shift raises modest retention risk; however, ownership requirements and ongoing LTI vesting support continuity .
- Overhang/selling pressure: Time‑vested RSUs vest ratably over three years from recent grants (April 2024), implying periodic vesting but no options exposure; company prohibits pledging/hedging, mitigating forced‑sale risk .
- Performance linkage: Strong FY2025 execution in Precoat and company‑wide metrics underpinned above‑target STI and positions PSUs for balanced TSR/ROIC outcomes through FY2027, contingent on sustained performance .