William Waltz

About William E. Waltz, Jr.

Independent director of Quanex Building Products (NX) since 2020; age 60. Currently President & CEO of Atkore Inc. (since 2018) and a director at Atkore; prior leadership roles at Strategic Materials and Pentair. Education: MBA (Northwestern/Kellogg), MS Computer Science (Villanova), BS Industrial Engineering (Penn State); GE Information Systems Management Program graduate . The Board has affirmatively determined he is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence: Board determined Mr. Waltz has no material relationship with NX and meets NYSE independence standards; also a “non-employee director” under Rule 16b-3 .
• Committee assignments (current):
  • Compensation & Management Development Committee (member; signatory on committee report) .
  • Nominating & Corporate Governance Committee (all non-CEO directors are members; chaired by Susan Davis) .
  • Not currently on Audit Committee; FY2024 Audit Committee members were Stevens (Chair), Hughes, Shah, and Singhi .
• Committee assignments (prior): Appointed to Audit and Nominating & Corporate Governance Committees upon joining the Board in 2020; also listed on the Audit Committee report in a prior year .
• Director election results (signal of investor support):
  • 2024 Annual Meeting (Feb 27, 2024): Votes For 28,989,031; Against 1,538,229; Favor 94.96% of votes cast .
  • 2025 Annual Meeting (Feb 27, 2025): Votes For 41,181,905; Against 1,498,875; Favor 96.49% of votes cast .
• Board expectations: Directors expected to attend all meetings (min 75%); committee attendance for Audit members in FY2024 was 100% (Waltz not an Audit member that year) .

Fixed Compensation

• Structure (FY2024 program):
  • Annual cash retainer: $70,000; Committee member retainers: Audit $10,000; Compensation $10,000; Nominating & Corporate Governance $10,000; Committee chair fees: Audit $20,000; Compensation $15,000; N&CG $15,000; Lead Director fee $25,000 .
  • Annual RSU retainer: $105,000 equivalent value, granted on first business day of each fiscal year; RSUs vest immediately (settlement generally deferred until separation; see deferral rules below) .
  • Deferral: Non-employee directors may defer some/all cash fees into the Deferred Compensation Plan (notional investments incl. company stock); change-in-control triggers accelerated cash payout of DC balances within five days .
• Waltz – reported pay (fiscal year ended Oct 31):

Notes: 2024 grants occurred on 11/1/2023 with $99,992 fair value; policy increased the standard annual RSU retainer to $105,000 for grants on/after 11/1/2024 .

Performance Compensation

• Director equity is time-based (annual RSUs vest immediately). No director performance metrics are used; there are no options or PSUs for directors in FY2024 .
• RSU deferral mechanics: If a director meets stock ownership guidelines as of Dec 31 preceding the grant, RSU payment is automatically deferred until separation unless an earlier permitted date is elected; if not yet met, payment is automatically deferred until separation (no early election allowed) .

Other Directorships & Interlocks

The Board nonetheless judged Mr. Waltz independent; no “related person” transactions were reported for FY2024 .

Expertise & Qualifications

• CEO experience and operations/manufacturing expertise; building products sector knowledge; strategy/M&A; sales/marketing; supply chain; international management .
• Committee service includes Compensation & Management Development and Nominating & Corporate Governance, aligning expertise with human capital, succession, and governance oversight .

Equity Ownership

• Policy: Directors are expected to own common shares or equivalents valued at no less than 500% of the annual Board retainer, to be achieved over five years; hedging and pledging of company stock are prohibited .
• Beneficial ownership (as of record date each year):

No director or officer had pledged shares; Waltz’s ownership is <1% of outstanding shares in all periods shown .

Say-on-Pay & Shareholder Feedback (Investor confidence signal)

NX also reported 100% Audit Committee meeting attendance for members in FY2024 and reaffirmed robust clawback and anti-hedging policies, supporting a generally shareholder-aligned posture .

Governance Assessment

• Strengths

  • Independence affirmed; high re-election support in 2024 and 2025 suggests investor confidence in board composition .
  • Relevant operator/CEO expertise; meaningful committee roles (Compensation; N&CG) align with governance oversight needs during transformative M&A (e.g., Tyman integration at the company level) .
  • Director pay design emphasizes equity (annual RSUs) and offers deferral to build alignment; strict no-hedging/pledging and explicit ownership guidelines (500% of retainer) bolster alignment .

• Potential Risks / RED FLAGS to monitor

  • Related-party exposure: Atkore is a customer. Although the N&CG Committee deemed FY2024 transactions immaterial and approved ordinary-course dealings, this interlock warrants ongoing scrutiny for conflict risk management and transparency .
  • Say-on-Pay support dipped to 88.19% in 2025 from 94.44% in 2024; while still passing comfortably, downward movement bears monitoring for any emerging shareholder concerns about pay design or outcomes .

• Net view

  • Waltz brings strong operational and strategic depth with appropriate committee engagement and growing stock-based alignment. The customer relationship with Atkore is the primary governance sensitivity, mitigated by formal oversight and continued independence determinations .