Tara Mackey
Chief Legal Officer and Secretary at AZZ
Executive
About Tara Mackey
Chief Legal Officer and Secretary at AZZ since 2014; age 55. In FY2025, AZZ delivered record results: sales of $1.58B, cash from operations of $249.9M, and Adjusted EPS of $5.20; shares rose ~32.4% during FY2025, supporting above-target incentive payouts and PSU vesting outcomes tied to TSR and ROIC . Mackey’s role spans all legal matters, ESG integration, capital markets support (secondary offering to redeem preferreds), and debt repricing; she received discretionary STI credit at 140% on her qualitative component .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Parts, Inc. | Chief Legal Counsel and Corporate Secretary | — | Corporate legal leadership prior to joining AZZ |
Fixed Compensation
Multi-year compensation components for Tara Mackey:
| Metric ($USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary (earned) | 387,828 | 410,478 | 428,200 |
| Stock Awards (grant-date fair value) | 421,986 | 425,482 | 433,987 |
| Non-Equity Incentive (STI) | 289,708 | 322,783 | 456,804 |
| All Other Compensation | 13,378 | 13,665 | 3,406 |
| Total Compensation | 1,112,900 | 1,172,408 | 1,322,397 |
FY2025 base salary rate and change:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary Rate ($) | 414,387 | 430,962 |
| Percent Change (%) | — | 4% |
Performance Compensation
Short-term incentive (STI) metrics and outcomes for FY2025:
| Metric | Weight | Target | Actual | % of Target Achieved |
|---|---|---|---|---|
| Adjusted EPS ($) | 60% | 4.50 | 5.20 | 115.6% |
| Consolidated Cash Flow from Operations ($) | 25% | 206,710,000 | 249,909,000 | 120.9% |
| Qualitative | 15% | — | — | 140.0% |
STI payout summary FY2025:
| Item | Value |
|---|---|
| Target Bonus (% of base) | 60% |
| Actual Payout (% of base) | 177.8% |
| Actual Payout ($) | 456,804 |
Long-term incentives (LTI) structure and grants:
| Grant Type | Grant Date | Target # Shares | Vesting Terms |
|---|---|---|---|
| RSUs | Apr 25, 2024 | 2,791 | One-third annually over 3 years; dividend equivalents accrue, paid only upon vesting |
| PSUs (FY2025 cycle) | Apr 25, 2024 | 2,791 | 3-year performance period (Mar 1, 2024–Feb 28, 2027) with 50% TSR vs peer group and 50% Adjusted ROIC; 0–200% payout; dividend equivalents paid only upon vesting |
FY2023 PSU outcome (vesting in FY2025):
| Item | Value |
|---|---|
| FY2023 PSUs Target (#) | 3,519 |
| Payout Multiple | 134% (TSR percentile ~67th vs peer group) |
| Shares Earned (incl. div. equivalents) | 4,881 |
| Market Value at 2/28/2025 ($96.11) | 469,113 |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (shares) | 26,129 |
| % of Shares Outstanding | 0.087% (26,129 ÷ 29,949,585) |
| Awards Vesting Within 60 Days of 4/30/2025 | 6,623 (1,725 RSUs + 4,715 PSUs + 183 dividend equivalents) |
| Outstanding Options | None (no exercisable or unexercisable options at FY2025-end) |
| Stock Ownership Guideline | 3× base salary or ≥30,000 shares (CFO/COO/CLO/SVP tier) |
| Apparent Compliance Status (value test) | Beneficial holdings ≈$2.51M (26,129 × $96.11) vs 3× salary requirement of $1,292,886; appears to meet value threshold while below 30,000-share count |
| Anti-Hedging/Pledging | Prohibited by insider trading policy |
Unvested awards as of FY2025-end:
| Award | Grant Date | Unvested Units (#) | Market Value ($) at $96.11 |
|---|---|---|---|
| RSUs (incl. dividend equivalents) | 05/09/2022 | 1,785 | 171,556 |
| Earned PSUs vesting 05/09/2025 | 05/09/2022 | 4,881 | 469,113 |
| RSUs (incl. dividend equivalents) | 04/28/2023 | 3,581 | 344,170 |
| PSUs (incl. dividend equivalents) | 04/28/2023 | 5,371 | 516,207 |
| RSUs (incl. dividend equivalents) | 04/25/2024 | 2,807 | 269,781 |
| PSUs (incl. dividend equivalents) | 04/25/2024 | 2,807 | 269,781 |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | None; covered by Executive Officer Severance Plan |
| Severance (no CIC) | 150% of sum of annual base salary and target bonus; prorated target bonus; full vesting of time-based equity; performance-based vesting at Committee discretion; up to 18 months COBRA with Company covering cost above active-employee rate; release required |
| Severance (with CIC) | 200% of sum of annual base salary and target bonus; prorated target bonus; full vesting of time-based equity; performance-based vesting at Committee discretion; up to 24 months COBRA at Company cost; release required |
| Equity “double-trigger” | Equity awards structured with double-trigger vesting on change in control |
| Clawbacks | Exchange Act Rule 10D-1 compliant Executive Clawback Policy; amended broader Compensation Recovery Policy |
| Insider Trading | Pre-clearance required; hedging and pledging prohibited |
| Ownership Guidelines | 3× salary or 30,000 shares; 5-year compliance window; counted shares exclude unvested RSUs/PSUs |
Performance & Track Record
- FY2025 individual achievements: managed all legal matters, resolved four material lawsuits, led IAC audits enabling energy-saving capex and potential grants, executed secondary offering to redeem preferreds, supported debt repricing, administered AZZ Cares Foundation; qualitative STI assessed at 140% .
- Company-level FY2025 results: sales $1.58B, cash from ops $249.9M, Adjusted EPS $5.20, stock up ~32.4%; debt reduced by $110M; term loan B and revolver repriced saving ~$9M annually .
- Pay-for-performance context: 98.6% say-on-pay support at 2024 annual meeting .
Compensation Structure Analysis
- Mix and risk: RSUs 50% / PSUs 50%; PSUs tied to TSR and ROIC over three years; annual STI tied to Adjusted EPS, cash flow and segment metrics; payouts capped to minimize risk .
- FY2025 outcomes: STI paid at 177.8% of base for Mackey; FY2023 PSU cycle paid at 134% of target based on TSR percentile rank .
- No options outstanding at FY2025-end reduces leverage and repricing risk .
- Governance protections: clawbacks, no tax gross-ups (except relocation), anti-hedging/pledging .
Related Party Transactions
- None above $120,000 in FY2025 involving officers, directors, ≥5% holders, or immediate family members .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 98.6% .
- Ongoing board-driven shareholder engagement via IR and committee oversight .
Investment Implications
- Strong pay-performance alignment: STI and PSUs tied to Adjusted EPS, cash flow, TSR, ROIC; FY2025 payouts above target reflect record performance; safeguards include caps and clawbacks .
- Ownership alignment: substantial beneficial holdings and apparent satisfaction of value-based ownership guideline; no pledging/hedging permitted, reducing alignment risk .
- Vesting schedule considerations: earned FY2023 PSUs vested May 9, 2025; FY2025 RSUs vest annually and PSUs cliff vest in FY2027—these dates can create trading windows but are governed by strict pre-clearance and blackout policies .
- Governance and legal execution: resolution of material litigation, oversight of capital markets and debt actions, and ESG integration reduce execution and regulatory risk; no FY2025 related-party transactions noted .
- Shareholder support and cost discipline: high say-on-pay approval and no executive-specific tax gross-ups (except relocation) support governance quality and lower compensation-related risk .