Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

NOTICE OF 2015 ANNUAL MEETING OF

SHAREHOLDERS

Election of three Class II directors for three-year terms ending in the year 2018;

Advisory approval of Apogee’s executive compensation;

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 27, 2016; and

Transaction of such other business as may properly be brought before the meeting.

PROXY STATEMENT SUMMARY

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees – Class II Director for Term Expiring in 2018

Class III Directors – Term Expiring in 2016

Class I Directors – Term Expiring in 2017

CORPORATE GOVERNANCE

Corporate Governance Section of Our Website

Code of Business Ethics and Conduct

Corporate Governance Guidelines

Board Independence

Stock Ownership Guidelines for Non-Employee Directors

Retirement Policy

Procedures for Shareholder Recommendations or Nominations of Director Candidates

Criteria for Membership on Our Board of Directors

Director Election Vote Standard

Board Meetings and 2014 Annual Meeting of Shareholders

Board Committee Responsibilities, Meetings and Membership

Risk Oversight by Our Board of Directors

Board Leadership Structure

Certain Relationships and Related Transactions

NON-EMPLOYEE DIRECTOR COMPENSATION

Non-Employee Director Compensation Arrangements During Fiscal 2015

Fiscal 2015 Non-Employee Director Compensation Table

EXECUTIVE COMPENSATION

Compensation Committee Report

Compensation Discussion and Analysis

Compensation Risk Analysis

Summary Compensation Table

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Retirement Plan Compensation

Non-Qualified Deferred Compensation

Potential Payments Upon Termination or Following a Change-in-Control

PROPOSAL 2: ADVISORY APPROVAL OF APOGEE’S EXECUTIVE COMPENSATION

AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services Provided by Our  Independent Registered Public Accounting Firm

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FREQUENTLY ASKED QUESTIONS

What is the purpose of the meeting?

How does the Board recommend that I vote?

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

How can a shareholder get a copy of the Company’s 2015 Annual Report on Form 10-K?

How do I get electronic access to the proxy materials?

Who is entitled to vote at the meeting?

What are my voting rights?

How many shares must be present to hold the meeting?

How do I vote my shares?

What is a proxy?

What is the difference between a shareholder of record and a “street name” holder?

How do I vote if my shares are held in the 401(k) Retirement Plan, Employee Stock Purchase Plan or other plans of Apogee?

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?

Can I vote my shares in person at the meeting?

What vote is required for the election of directors or for a proposal to be approved?

How are votes counted?

Who will count the vote?

How does our Board of Directors recommend that I vote?

What if I do not specify how I want my shares voted?

Can I change my vote after submitting my proxy or voting instructions?

Will my vote be kept confidential?

How can I attend the meeting?

Who pays for the cost of proxy preparation and solicitation?

Will any other business be considered at the meeting?

How can a shareholder present a proposal at the 2016 Annual Meeting?

How can I communicate with our Board of Directors?

What is “householding” of proxy materials?

PROXY STATEMENT

2015 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 25, 2015

Date and time:

Thursday, June 25, 2015 at 9:30 a.m. Central Daylight Time

Place:

Apogee’s headquarters at 4400 West 78^th Street, Suite 520, Minneapolis, Minnesota

Record date:

Monday, May 4, 2015

Voting:

You may vote at the meeting if you were a shareholder of record at the close of business on May 4, 2015. If you are a shareholder of record, you can give a proxy to be voted at the meeting in either of the following ways:

•    electronically via the Internet by following the “Vote by Internet” instructions on the Notice or on the proxy card, if you received paper copies of our proxy materials; or

•    by completing, signing and mailing the proxy card.

Internet voting facilities for shareholders of record will be available until 11:59 p.m. EDT (10:59 p.m. CDT) on June 24, 2015.

If you hold shares in our 401(k) Retirement Plan, Employee Stock Purchase Plan or our other plans, please refer to voting instructions on page 64.

(See pages 63 - 65 for more information on voting).

Name

Occupation

Bernard P. Aldrich        

Retired CEO & President of Rimage

(now Qumu Corporation)

John T. Manning

Retired Vice Chair & Audit Partner of BDO Seidman LLP (now BDO USA, LLP)

Joseph F. Puishys

CEO & President of Apogee

We grew revenues 21% over the prior year.

Operating income was up 58% over the prior year.

Operating margin increased 160 basis points to 6.8%.

Earnings per share increased 81% over the prior year to $1.72 per share and adjusted earnings per share, excluding the $0.22 per share impact of a tax credit, increased 58% over the prior year to $1.50 per share.

We delivered total shareholder returns of 37%.

We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short-term and long-term incentive plans. See further discussion and detail in “Target Compensation Mix.”

We disclose and discuss our performance against the performance metrics for our fiscal 2015 annual cash incentive and Chief Executive Officer performance-based retention incentives as described in “Fiscal 2015 Annual Cash Incentive Payouts” and “Chief Executive Officer Performance-Based Retention Incentive,” respectively.

We deliver a significant portion of potential total compensation to our executive officers in the form of equity as described in “Target Compensation Mix.”

We have stock ownership guidelines for our executive officers as described in “Executive Stock Ownership Guidelines.”

We have a “clawback” policy that applies to executive performance-based incentive compensation awards as described in “Clawback Policy.”

We have a hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities as described in “Hedging Policy.”

We provide minimal perquisites to our executive officers as described in footnote 4 to the “Summary Compensation Table.”

Our stock incentive plan prohibits re-pricing of stock options.

Our “double-trigger” change-in-control agreements do not provide for any excise tax “gross-ups” and we do not provide any tax “gross-ups” on any other benefits for our executive officers.

The fiscal 2015 base salary increase for our Chief Executive Officer was 14.9% to help bring his salary in line with competitive market practices. The fiscal 2015 base salary increases for our Other Named Executive Officers ranged from 2.5% to 4.5% as described in “Base Salary.”

The fiscal 2015 annual cash incentives for our Named Executive Officers paid out at an average of 178.67% of target as described in “Fiscal 2015 Annual Cash Incentive Payouts.”

Name of Beneficial Owner

BlackRock, Inc.⁽¹⁾

The Vanguard Group, Inc.⁽²⁾

Franklin Resources, Inc.⁽³⁾

We have relied upon the information provided by BlackRock, Inc. in a Schedule 13G/A reporting information as of December 31, 2014. The Schedule 13G/A was filed by BlackRock, Inc. in its capacity as a parent holding company or control person and indicates that BlackRock, Inc. has sole investment power over 2,539,823 shares and sole voting power over 2,461,377 shares. BlackRock Fund Advisors, a subsidiary of BlackRock, Inc., beneficially owns 5% or greater of the outstanding shares of the security class reported on the Schedule 13G/A. The address for BlackRock, Inc. is 55 East 52^nd Street, New York, NY 10022.

We have relied upon the information provided by The Vanguard Group, Inc., an investment advisor (“Vanguard”), in a Schedule 13G/A reporting information as of December 31, 2014. Of the shares reported, Vanguard has sole investment power over 1,860,395 shares, shared investment power over 39,362 shares, and sole voting power over 41,662 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, serving as an investment manager of collective trust accounts, is the beneficial owner of 39,362 shares and Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, serving as investment manager of Australian investment offerings, is the beneficial owner of 2,300 shares. The address for Vanguard is 100 Vanguard Boulevard, Malvern, PA 19355.

We have relied upon the information provided by Franklin Resources, Inc. (“FRI”), Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Advisory Services, LLC, an investment advisor (“Franklin”), in a jointly filed Schedule 13G/A reporting information as of December 31, 2014. Direct or indirect subsidiaries of FRI serve as investment managers of one or more open-end or closed-end investment companies or other managed accounts that hold the shares of our common stock in the ordinary course of business. In their capacity as investment managers, the subsidiaries of Franklin exercise sole investment discretion over the securities covered by an investment management agreement. Franklin Advisory Services, LLC has sole investment power over 1,765,724 shares and sole voting power over 1,625,311 shares, in the aggregate, held as of December 31, 2014. Charles B. Johnson and Rupert H. Johnson, Jr., each of whom owns in excess of 10% of the outstanding common stock of FRI, may be deemed to be the beneficial owners of securities held by entities advised by FRI subsidiaries. Franklin, FRI subsidiaries, Charles B. Johnson and Rupert H. Johnson, Jr. each disclaim beneficial ownership of the shares of our common stock. The filing persons and each of the investment management subsidiaries believe that they are not a “group” within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 (the “Exchange Act”). The address for FRI is One Franklin Parkway, San Mateo, CA 94403.

Name of Beneficial

Owner

Non-Employee

Directors

Bernard P. Aldrich

Jerome L. Davis

Sara L. Hays

John T. Manning

Robert J. Marzec

Donald A. Nolan

Richard V. Reynolds

David E. Weiss

Named Executive

Officers

Joseph F. Puishys

James S. Porter

Patricia A. Beithon

John A. Klein

Gary R. Johnson

All directors and executive officers as a group (13 persons)

Unless otherwise indicated, the individuals listed in the table have sole voting and investment power with respect to the shares owned by them, and such shares are not subject to any pledge. For our non-employee directors, the number indicated includes shares of restricted stock issued to the named individual pursuant to our 2009 Non-Employee Director Stock Incentive Plan, as amended (2014) (the “Director Stock Plan”). For our executive officers, the number of shares indicated includes shares issued to the named individual pursuant to our 2009 Stock Incentive Plan, as amended (2011) (the “Stock Incentive Plan”), our Employee Stock Purchase Plan and our 401(k) Retirement Plan.

Includes the following shares of restricted stock issued pursuant to our Director Stock Plan: 5,766 shares for each of Messrs. Aldrich, Davis, Manning, Marzec, Reynolds and Weiss and Ms. Hays; 4,285 shares for Mr. Nolan; and 44,647 shares for all executive officers and directors as a group. All shares of restricted stock held pursuant to our Director Stock Plan are subject to future vesting conditions and holders of such shares have no investment power over such shares.

Named Executive Officers            

Joseph F. Puishys

James S. Porter

Patricia A. Beithon

John A. Klein

Gary R. Johnson

All directors and executive officers as a group (13 persons)

Includes shares underlying stock options exercisable currently or within 60 days of May 4, 2015.

Includes phantom stock units, each representing the value of one share of our common stock, that are attributable to accounts in our Director Deferred Compensation Plan, which is described under the heading “Director Deferred Compensation Plan” on page 19.

The amounts in this column are derived by adding the amounts in the “Total Beneficial Ownership” and the “Phantom Stock” columns of the table.

Includes shares held by a revocable trust for which Ms. Hays serves as trustee.

Includes 1,000 shares held by Mr. Manning’s wife.

Includes 500 shares held by Mr. Marzec’s son.

BACKGROUND

Bernard P. Aldrich - Retired Chief Executive Officer and President of Rimage Corporation (now Qumu Corporation), a publicly-held designer and manufacturer of on-demand publishing and duplicating systems for CD and DVD - recordable media.

Mr. Aldrich retired as Chief Executive Officer and President and a director of Rimage Corporation in 2009, after 12 years of service in those capacities. Prior to joining Rimage Corporation in 1997, he served as President of several manufacturing companies controlled by Activar, Inc., an industrial plastics and construction supply company, from 1995 to 1996. Mr. Aldrich served as President of Colwell Industries, a company that designs, manufactures and distributes color merchandising tools, from 1992 to 1994 and as Chief Financial Officer of Advance Machine Co., a manufacturer and supplier of equipment for the commercial floor care industry, from 1973 to 1991.

Bernard P. Aldrich

Age 65

QUALIFICATIONS

Non-Executive Chair of

the Board since 2011

Director since 1999

Mr. Aldrich has 13 years of public company operational experience, eight years of private company operational experience and 18 years of private company financial management experience. In addition to leading companies, he has a background and expertise in manufacturing operations, financial management, global markets, executive compensation, leadership development and corporate governance. Mr. Aldrich also has experience leading a public company board and serving on private company boards.

OTHER PUBLIC COMPANY BOARDS

Committees

Current

Past 5 Years

•      None

None

BACKGROUND

John T. Manning - Retired Vice Chairman and Audit Partner of BDO Seidman LLP (now BDO USA, LLP), the U.S. member firm of BDO International Limited, an international public accounting firm.

Mr. Manning retired from BDO Seidman LLP in 2000 after 27 years of service. During his tenure with BDO Seidman LLP (and its affiliate, BDO International Limited), he worked in various management positions for 12 years, including Vice Chairman from 1995 to 1999, Managing Partner of the Richmond, Virginia office from 1990 to 1991, and various management positions in the international headquarters in Brussels, Belgium from 1992 to 1995. Prior to moving into management with BDO Seidman LLP, Mr. Manning spent 15 years providing auditing services to BDO Seidman LLP’s clients.

John T. Manning

Age 66

QUALIFICATIONS

Director since 2005

Committees

•      Audit

•      Nominating and Corporate Governance

Mr. Manning has extensive public accounting, auditing and management experience. For over 15 years, he held leadership positions at BDO Seidman LLP and BDO International Limited with responsibilities for domestic and global strategy development and execution. He also led BDO Seidman LLP’s enterprise risk management program for over five years. During his tenure at BDO Seidman LLP, he gained broad knowledge of many different industries, including a specialty in the commercial construction industry, and experience working with public, private and not-for-profit boards. Mr. Manning has background and expertise in financial management, strategic planning, information technology, leadership development, risk assessment and mitigation, human resources and international operations. Mr. Manning also has experience serving on public and private company boards.

OTHER PUBLIC COMPANY BOARDS

Current

Past 5 Years

None

BACKGROUND

Joseph F. Puishys - Our Chief Executive Officer and President.

Prior to joining our Company, Mr. Puishys served in various leadership positions at Honeywell International, Inc., a Fortune 100 diversified technology and manufacturing company, for over 32 years. He served as President of Honeywell Environment & Combustion Controls from 2008 to 2011; President of Honeywell Building Solutions from 2005 to 2008; President of Honeywell Building Solutions, America from 2004 to 2005; President of Bendix Friction Materials from 2002 to 2004; Vice President and General Manager of Garrett Engine Boosting Systems from 2000 to 2002; Vice President and General Manager, Aftermarket, Allied Signal Turbocharging Systems from 1996 to 2000; Vice President, Logistics, Allied Signal Automotive Products Group from 1992 to 1996; and various accounting and financial positions from 1979 to 1992.

Joseph F. Puishys

Age 56

QUALIFICATIONS

Director since 2011

Mr. Puishys brings to our Board 32 years of experience at a Fortune 100 company and extensive expertise and insight in the areas of the commercial building and construction industry, global markets, sales and operations, business building, mergers and acquisitions, operational excellence, leadership development and financial management.

Committees

OTHER PUBLIC COMPANY BOARDS

•      None

Current

Past 5 Years

Arctic Cat Inc.

BACKGROUND

Jerome L. Davis – Executive Vice President and Chief Revenue Officer of the Metropolitan Washington Airports Authority in Washington, D.C., which manages and operates Ronald Reagan National and Dulles International Airports.

Mr. Davis was President of Jerome L. Davis & Associates, LLC, a consulting firm focusing on executive coaching and leadership development, from 2006 until August 2014. He previously served as Corporate Vice President of Food and Retail for Waste Management, Inc., the leading provider of integrated environmental solutions in North America, from January 2010 to June 2012.

Mr. Davis was Global Vice President, Service Excellence for Electronic Data Systems, a business and technology services company, from July 2003 to October 2005. From May 2001 to July 2003, he served in various capacities at Electronic Data Systems, including Chief Client Executive Officer and President, Americas for Business Process Management. Prior to joining Electronic Data Systems, Mr. Davis served as President and Executive Officer of the Commercial Solutions Division of Maytag Corporation, a home and commercial appliance company, from October 1999 until May 2001. Mr. Davis served as Senior Vice President of Sales and Corporate Officer for Maytag’s Appliances Division from March 1998 to September 1999. From March 1992 to February 1998, Mr. Davis was Vice President of National Accounts and Area Vice President for Frito Lay, a global food company. Mr. Davis also held various sales and marketing positions with Proctor & Gamble, a global consumer products company, from 1977 to 1992.

QUALIFICATIONS

Mr. Davis brings to our Board more than 35 years of experience in Fortune 500 companies and extensive expertise and insight in the areas of marketing and sales, strategy development, international business, leadership development, succession planning, real estate development, executive compensation and information technology. His role on another public company board provides him with public company board and corporate governance experience.

OTHER PUBLIC COMPANY BOARDS

Current

Past 5 Years

GameStop Corp.

None

BACKGROUND

Principal of SLH Advisors, a privately-held project management and consulting services firm, since May 2011. Ms. Hays served as Managing Director, Operations and General Counsel and member of the Executive and Investment Committees of Wrightwood Capital LLC (now part of Ares Management LLC), a real estate finance and investment company, from April 2005 through April 2011. Prior to joining Wrightwood Capital LLC, she spent over 10 years at Hyatt Hotels, a global hospitality company, initially as Development Counsel, structuring and negotiating management, venture, development and finance agreements, and ultimately serving as Senior Vice President and General Counsel and a member of Hyatt Hotels’ Managing Committee responsible for managing the legal risks associated with Hyatt Hotels’ worldwide operations, transactions and owned assets. Before joining Hyatt Hotels, Ms. Hays was an associate practicing commercial real estate law with the Chicago law firm of Coffield Ungaretti & Harris (now Ungaretti & Harris) from 1989 to 1994. Ms. Hays holds an MBA from Kellogg School of Management and a JD from Northwestern University School of Law.

Sarah L. Hays

Age 50

QUALIFICATIONS

Director since 2005

Committees

•      Nominating and Corporate Governance (Chair)

Ms. Hays has over 25 years of experience as a strategic business partner and counsel to senior executives and board members in the commercial real estate, finance and hospitality industries with particular expertise in the areas of operations and strategic planning, complex transactions, including acquisitions, debt and equity structuring and workouts, fund formation and management, legal and risk management, investor relations and corporate governance. Ms. Hays has over 17 years of service as in-house counsel to corporations (14 years as a general counsel) and has managed a broad range of legal, enterprise risk, regulatory, compliance and corporate governance issues. Ms. Hays also has private company and non-profit board experience.

OTHER PUBLIC COMPANY BOARDS

Current

Past 5 Years

BACKGROUND

Richard V. Reynolds - Lieutenant General, U.S. Air Force, retired. Owner of The Van Fleet Group, LLC, a privately-held aerospace consulting firm.

General Reynolds retired from the U.S. Air Force in 2005 after 34 years of service, having served as Vice Commander, Air Force Materiel Command from 2003 to 2005; Commander, Aeronautical Systems Center of Air Force Materiel Command from 2001 to 2003; Commander, Air Force Flight Test Center of Air Force Materiel Command from 1998 to 2001; Program Executive Officer, Airlift and Trainers of the Air Force Program Executive Office from 1996 to 1998 and various other operational and leadership positions from 1971 to 1996. General Reynolds formed The Van Fleet Group, LLC in 2006. He also served as Senior Manager/Senior Business Advisor of BearingPoint, Inc., an international management and technology consulting firm, from 2006 to 2009.

Richard V. Reynolds

Age 66

QUALIFICATIONS

Director since 2006

General Reynolds’ service in senior leadership positions in the U.S. Air Force provides valuable business, leadership and management experience, including expertise in government contracting and procurement, risk assessment and mitigation, supply chain and logistics management, information technology and leadership development. General Reynolds also has experience serving on public and private company and non-profit boards.

Committees

OTHER PUBLIC COMPANY BOARDS

•      Compensation

•      Nominating and
Corporate Governance

Current

Past 5 Years

Allison Transmission Holdings, Inc.

None

BACKGROUND

David E. Weiss - Retired Chairman, President and Chief Executive Officer of Storage Technology Corporation, a publicly-held developer, manufacturer and distributor of data storage solutions for the management, retrieval and protection of business information.

Mr. Weiss has 33 years of leadership experience in the computer and information technology industry, serving as Chairman, President and Chief Executive Officer of Storage Technology Corporation from 1996 to 2000 and in other executive positions with Storage Technology Corporation from 1991 to 1996, including Chief Operating Officer, Executive Vice President, Senior Vice President for Marketing and Vice President - Global Marketing. Prior to joining Storage Technology Corporation, Mr. Weiss worked in various engineering management positions with IBM Corporation, a global computer and information technology company, from 1967 to 1991.

David E. Weiss

Age 71

QUALIFICATIONS

Director since 2005

As Chairman, President and Chief Executive Officer of Storage Technology Corporation, Mr. Weiss led a global public company and public company board. Through his service at Storage Technology Corporation and IBM Corporation, he gained expertise in the areas of business operations, strategy development, information technology, mergers and acquisitions, financial management, leadership development and succession planning, executive compensation, marketing, investor relations and corporate governance.

Committees

OTHER PUBLIC COMPANY BOARDS

•      Compensation (chair)

Current

Past 5 Years

None

None

BACKGROUND

Robert J. Marzec - Retired Audit Partner of PricewaterhouseCoopers LLP, an international public accounting firm.

Mr. Marzec retired from PricewaterhouseCoopers LLP in 2002 after spending 36 years in its Assurance and Business Advisory Services (financial and regulatory reporting division). He held various leadership and audit positions, including Managing Partner of the Minneapolis office of PricewaterhouseCoopers, LLP from 1991 to 1998.

Robert J. Marzec

Age 70

QUALIFICATIONS

Director since 2005

Committees

Mr. Marzec has extensive public accounting and auditing experience at public, private and non-profit organizations and has a strong background in financial controls and reporting, financial management, financial analysis, SEC reporting requirements, mergers and acquisitions, and international business. During his service at PricewaterhouseCoopers LLP and on boards at other public and mutual companies and non-profit organizations, Mr. Marzec gained broad knowledge of many different companies and industries, and public company board and corporate governance practices. Mr. Marzec also has experience serving on public and private company and non-profit boards.

•     Audit (Chair)

OTHER PUBLIC COMPANY BOARDS

Current

Past 5 Years

Medtox Scientific, Inc.

Health Fitness Corporation

BACKGROUND

Donald A. Nolan - President and Chief Executive Officer of Kennametal Inc., an industrial technology leader serving customers across the aerospace, earthworks, energy, industrial production, transportation and infrastructure industries.

Prior to joining Kennametal Inc. in November 2014, Mr. Nolan had served as President of the Materials Group for Avery Dennison Corporation, a global leader in labeling and packaging materials and solutions, since 2008. As President of Avery Dennison’s Materials Group, Mr. Nolan leveraged operational strengths to accelerate organic growth with an acute focus on customer engagement, brand-savvy marketing and commercially successful innovation. Mr. Nolan served in various executive capacities for Valspar Corporation, a global leader in the paint and coatings industry, from 1996 to 2008. Earlier in his career, Mr. Nolan served in marketing and sales positions with Loctite Corporation, Ashland Chemical Company and General Electric Company. He started his career at Latrobe Steel, then a subsidiary of Timken Company.

Donald A. Nolan

Age 54

QUALIFICATIONS

Director since 2013

Mr. Nolan is a seasoned business executive with more than 30 years of executive, operational, marketing and sales experience in specialty materials at large multi-national companies. Mr. Nolan brings practical experience in leading global growth and top-tier performance and serving customers in diverse global industries.

OTHER PUBLIC COMPANY BOARDS

Committees

Current

Past 5 Years

•     Audit

Board Committee

Responsibilities

AUDIT COMMITTEE

All Members Independent

This Committee has oversight responsibilities for our independent registered public accounting firm.

Each member meets the independence and experience requirements of the NASDAQ listing standards and the SEC.

John T. Manning and Robert J. Marzec are each “audit committee financial experts” under the rules of the SEC.

•    Directly responsible for the appointment, compensation, retention and oversight of the work of the firm that serves as the independent accountants to audit our financial statements.

•    Oversees our system of financial controls and internal audit procedures and internal audit function.

•    Oversees our program to ensure compliance with legal and regulatory requirements and ethical business practices.

•    Assesses and establishes policies and procedures to manage our financial reporting and internal control risk.

•    Establishes policies and procedures for the pre-approval of all services by our independent registered public accounting firm.

•    Establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters.

•    Considers the accountants’ independence.

COMPENSATION COMMITTEE

All Members Independent

This Committee administers our executive compensation program.

Each member is a “non-employee” director, as defined in the Exchange Act, and is an “outside director” as defined in Section 162(m) of the Internal Revenue Code.

•    Establishes our executive compensation philosophy and compensation programs that comply with this philosophy.

•    Determines the compensation of our executive officers and other members of senior management.

•    Administers our stock incentive plans in which our employees participate.

•    Administers our annual cash and long-term incentive plans for executive officers and other members of senior management.

•    Reviews its decisions on compensation for our Chief Executive Officer with the full Board of Directors prior to communicating those decisions to our Chief Executive Officer.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

All Members Independent

This Committee identifies and evaluates Board candidates and oversees our corporate governance practices.

•    Establishes and implements procedures to review the qualifications for membership on our Board of Directors, including nominees recommended by shareholders.

•    Assesses our compliance with our Corporate Governance Guidelines.

•    Reviews our organizational structure and succession plans.

•    Makes recommendations to our Board of Directors regarding the composition and responsibilities of our Board committees and compensation for directors.

•    Administers an annual performance review of our Board committees and Board of Directors as a whole and our directors whose terms are expiring at that year’s annual meeting of shareholders.

•    Administers an annual review of the performance of our Chief Executive Officer, which includes soliciting assessments from all non-employee directors.

•    Administers our Director Stock Plan and Director Deferred Compensation Plan.

Name

Bernard P. Aldrich⁽¹⁾

Jerome L. Davis

Sara L. Hays

John T. Manning

Robert J. Marzec

Stephen C. Mitchell⁽²⁾

Donald A. Nolan

Joseph F. Puishys

Richard V. Reynolds

David E. Weiss

Fiscal 2015 Meetings

Fiscal 2015 Executive Sessions

Our Audit Committee has primary responsibility for risks relating to the reliability of our financial reporting processes, system of internal controls and corporate compliance program. Our Audit Committee receives quarterly reports from management, our independent registered public accounting firm and internal audit partner regarding our financial reporting processes, internal controls and public filings. It also receives quarterly updates from management regarding Code of Conduct issues, litigation and legal claims, and other compliance matters.

Our Compensation Committee, with assistance from its independent compensation consultant, oversees the risks associated with our compensation programs, policies and practices with respect to both executive compensation and compensation generally.

Our Nominating and Corporate Governance Committee oversees the risks associated with succession planning, non-employee director compensation, overall Board of Directors and Board Committee performance, and corporate governance practices.

Compensation

Annual Cash Retainers:

Non-Executive Chair of the Board

Board Member

Audit Committee Chair

Audit Committee Member

Compensation Committee Chair

Compensation Committee Member

Nominating and Corporate Governance Committee Chair

Nominating and Corporate Governance Committee Member

Equity Grant

Charitable Matching Contributions Program for Non-Employee Directors

We pay an annual cash retainer to our Non-Executive Chair of the Board and do not pay any other cash compensation to him for service on our Board of Directors.

For fiscal 2016, we increased the annual retainer for the Chairs of our Compensation Committee and Nominating and Corporate Governance Committee by $5,000 to $25,000.

Name

Bernard P. Aldrich

Jerome L. Davis

Sara L. Hays

John T. Manning

Robert J. Marzec

Stephen C. Mitchell⁽⁴⁾

Donald A. Nolan

Richard V. Reynolds

David E. Weiss

Includes cash retainers deferred by non-employee directors under our Director Deferred Compensation Plan, as further described under the heading “Director Deferred Compensation Plan” above. During fiscal 2015, Messrs. Davis and Nolan were our only non-employee directors to make deferrals of their annual cash retainers pursuant to our Director Deferred Compensation Plan, deferring $17,500 and $65,000, respectively, of their fiscal 2015 retainers.

The amounts in this column are calculated based on the fair market value of our common stock on the date the award was made in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Each non-employee director received a time-based restricted stock award of 2,204 shares on June 25, 2014. The closing price of our common stock on the NASDAQ Global Select Market on June 25, 2014, the date of grant, was $34.03. The table below sets forth certain information with respect to the aggregate number of shares of unvested restricted stock and vested options to purchase shares of our common stock held by our non-employee directors as of February 28, 2015, the end of fiscal 2015. Our non-employee directors did not hold any unvested stock options as of February 28, 2015.

Name

Bernard P. Aldrich

Jerome L. Davis

Sara L. Hays

John T. Manning

Robert J. Marzec

Stephen C. Mitchell

Donald A. Nolan

Richard V. Reynolds

David E. Weiss

This column includes the dividend equivalents paid on phantom stock units pursuant to our Director Deferred Compensation Plan, dividends paid on shares of restricted stock issued pursuant to our Director Stock Plan and matching contributions pursuant to our Charitable Matching Contributions Program for Non-Employee Directors. The table below sets forth the amounts contributed or paid by the Company for our non-employee directors pursuant to such plans with respect to fiscal 2015.

Name

Bernard P. Aldrich

Jerome L. Davis

Sara L. Hays

John T. Manning

Robert J. Marzec

Stephen C. Mitchell

Donald A. Nolan

Richard V. Reynolds

David E. Weiss

We had strong revenue growth of 21% over the prior year.

We had operating income of $63.6 million, up 58% over operating income of $40.3 million in the prior year.

We increased our operating margin 160 basis points to 6.8% from 5.2% in the prior year.

Our earnings per share increased 81% to $1.72 per share from $0.95 per share in the prior year. Our adjusted earnings per share, excluding the $0.22 per share impact of a tax credit, increased 58% over the prior year to $1.50 per share.

We estimate that our Lean initiative contributed approximately 75 basis points of margin expansion.

Our backlog at the end of fiscal 2015 was $490.8 million, an increase of 49% over backlog of $329.6 million at the end of the prior year.

We had free cash flow⁽¹⁾ from operations of $41.3 million, compared to $11.1 million in the prior year. This significant increase in free cash flow in fiscal 2015 was after making $27.2 million in capital investments to increase productivity, increase capacity and improve product development capabilities.

We maintained a strong financial position during fiscal 2015, ending the year with a net positive cash and short-term investments position of $52.5 million.

Our Company’s total shareholder return for fiscal 2015 was 37%.

We increased our cash dividend 10% during the fourth quarter of fiscal 2015 and repurchased 203,509 shares of our common stock at a total cost of $6.9 million to reduce dilution from compensation equity awards.

We completed the installation and start-up of a new state-of-the-art glass coater at our Minnesota architectural glass fabrication facility.

We integrated the Canadian storefront and entrance system company we acquired during the third quarter of fiscal 2014.

We increased our aluminum extrusion capacity with the installation of a third extrusion press that became operational in the first quarter of fiscal 2015.

We increased our anodizing capacity with enhancements to our anodizing facility and equipment and started the installation of a third anodizing line that we expect to be operational during the second quarter of fiscal 2016.

We re-opened our Utah architectural glass fabrication facility during the fourth quarter of fiscal 2015.

We increased resources for our commercial building retrofit initiative, growing retrofit orders and developing a pipeline for retrofit opportunities.

We further penetrated new picture framing markets in Europe and certain other international geographies.

All of our business units introduced new products during fiscal 2015.

We continued our focus on company-wide continuous improvement and Lean initiative and improvements in our supply chain management. Our continuous improvement efforts included labor productivity and yield improvements, manufacturing shift configurations, automation and numerous other continuous improvement efforts.

We continued our long-standing focus on workplace and job site safety.

We continued our focus on developing our future leaders with senior and middle management leadership development programs.

Net Sales

(in Millions)

CAGR is defined as compound annual growth rate.

Adjusted earnings per share, excluding the $0.22 per share tax credit earned in the second quarter of fiscal 2015.

Our Executive

Compensation Practices:

(What We Do)

See 

 Page  

Executive Compensation Practices

We Have Not Implemented

or Have Discontinued:

(What We Don’t Do)

  See

  Page

We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short-term and long-term incentive plans.

27

We do not have employment contracts for our Named Executive Officers. The transitional employment agreement with Mr. Puishys, who joined our Company on August 22, 2011 as our Chief Executive Officer and President, expired on August 22, 2014.

53

We review “tally sheets” and realizable pay and performance for our executives and use that information as a factor in making compensation decisions.

30

We mitigate undue compensation risk, including utilizing caps on potential payments, multiple financial performance metrics, different metrics for our annual cash incentives and long-term performance awards, as well as robust Board and Board Committee processes to identify risk.

42

We do not believe any of our Company’s compensation programs create risks that are reasonably likely to have a material adverse effect on our Company.

42

We have change-in-control severance agreements with all of our Named Executive Officers that provide benefits only upon a “double trigger.”

54

We do not provide for excise tax “gross-ups” or “single triggers” in our change-in-control severance agreements.

54

Our equity award agreements for grants made pursuant to our Stock Incentive Plan have “double trigger” change-in-control provisions for all employees.

54

We provide minimal perquisites to our executives.

 44-45  

We do not provide tax reimbursement or tax “gross-ups” on any perquisites.

We do not provide automobile allowances to or pay for club memberships for our Named Executive Officers.

We do not have any Company-owned or leased aircraft.

 44-45  

We have adopted stringent share ownership guidelines, and we review compliance annually.

40

We do not reprice underwater stock options or stock appreciation rights.

We evaluate share utilization by annually reviewing overhang and annual burn rates.

31

The Committee benefits from its utilization of a compensation consulting firm that fully meets the stringent independence requirements under the final rules of the Dodd-Frank Act.

30

The Committee’s compensation consulting firm does not provide any other services to our Company other than those requested by our Compensation Committee for executive compensation.

30 

We have a clawback policy that applies to our Named Executive Officers and certain other executives.

41 

The Committee’s independent compensation consulting firm does not provide any specific recommendations for compensation for our Named Executive Officers.

We have a formal hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities.

41 

Short-term compensation

Base salary (fixed)

Annual performance-based cash incentives (variable)

Long-term compensation

Time-based restricted stock award (variable)

Two-year cash-based performance awards on end-to-end cycles that are only earned upon achievement of certain two-year financial performance measures (variable).

These awards are granted every other year.

Chief Executive Officer

-   Base Salary (20%) (Short-Term/Fixed)

-   Annual Cash Incentive at Target (22%)

    (Short-Term/Performance-Based)

-   Two-Year Cash-Based Performance Award at

    Target (Annualized) (25%)

    (Long-Term/Performance-Based)⁽¹⁾

-   Time-Based Restricted Stock Award (23%)

    (Long-Term/Fixed)

-   CEO Retention Incentives (10%)

    (Long-Term/Performance-Based)

-   Base Salary (41%) (Short-Term/Fixed)

-   Annual Cash Incentive at Target (21%)

    (Short-Term/Performance-Based)

-   Two-Year Cash-Based Performance Award at

    Target (Annualized) (21%)

    (Long-Term/Performance-Based)⁽¹⁾

-   Time-Based Restricted Stock Award (17%)

    (Long-Term/Fixed)

Our two-year cash-based performance awards and two-year CEO performance-based retention incentive are on end-to-end performance cycles and are granted every other year. During fiscal 2015, we granted the opportunity to earn the fiscal 2015 – 2016 cash-based performance awards to all our Named Executive Officers and fiscal 2015 – 2016 CEO performance-based retention incentive to our Chief Executive Officer. We have included the annualized (50%) value of such awards at target in the charts above. These awards were granted at the beginning of fiscal 2015, the first year of the two-year performance cycle, and are a component of long-term compensation for both years in the performance cycle.

Base Salaries. In order to bring our Chief Executive Officer’s base salary in line with competitive market practices, the Committee awarded a base salary increase of 14.9% to our Chief Executive Officer for fiscal 2015. The Committee also awarded base salary increases ranging from 2.5% to 4.5% to our Other Named Executive Officers for fiscal 2015. The fiscal 2015 base salary for our Chief Executive Officer was at the 55^th percentile for chief executive officers in our Company’s peer group, and the fiscal 2015 base salaries for our Other Named Executive Officers ranged from the 30^th to 60^th percentile for comparable positions in comparable markets.

Annual Cash Incentives. Our fiscal 2015 cash incentives paid out at an average of 178.67% of target. Our Chief Executive Officer earned an annual cash incentive equal to 194.80% of his fiscal 2015 base salary and our Other Named Executive Officers earned fiscal 2015 annual cash incentives ranging from 67.86% to 101.78% of their fiscal 2015 base salaries.

Time-Based Restricted Stock Awards. On April 29, 2014, the Committee awarded time-based restricted stock awards to our Named Executive Officers that vest over three years. Our Chief Executive Officer received an award valued at $846,720 and our Other Named Executive Officers received awards with values ranging from $64,758 to $189,603.

Fiscal 2015 – 2016 Cash-Based Performance Awards. On April 29, 2014, the Committee awarded fiscal 2015 – 2016 cash-based performance awards to our Named Executive Officers. Our Chief Executive Officer received an award with a value of $1,848,000 at target and our Other Named Executive Officers received awards with values ranging from $194,229 to $568,800 at target. These awards are end-to-end awards and will only be granted every other year. Our Company will not award additional two-year cash-based performance awards until completion of the current fiscal 2015 – 2016 award cycle.

Chief Executive Officer Performance-Based Retention Incentive. Taking into consideration the significant improvement in financial and operational performance of our Company since Mr. Puishys joined our Company as Chief Executive Officer on August 22, 2011, the Committee and our Board of Directors determined that it would be in the best interests of the Company and its shareholders to provide performance-based financial incentives for Mr. Puishys to remain with our Company until his retirement. On June 25, 2014, our Board, upon recommendation of the Committee, granted our Chief Executive Officer a long-term performance-based retention incentive that provides him with the opportunity to earn two cash retention incentives, both of which, if earned, will be deferred pursuant to our Deferred Compensation Plan and will be forfeited unless our Chief Executive Officer remains employed by our Company for at least an additional five years. The fiscal 2015 CEO evaluation-based retention incentive provides our Chief Executive Officer the opportunity to earn $192,500 if our Board of Directors determines he has met or exceeded his fiscal 2015 individual business goals. The fiscal 2015 – 2016 CEO performance-based retention incentive provides our Chief Executive Officer the opportunity to earn $385,000 at target if our Company meets certain objective financial performance goals during the two-year performance period.

Compensation

Element

Objective

How Determined

Market Positioning⁽¹⁾

How Impacted by

Performance

Annual Cash

Incentive

Compensation

For target bonus award opportunity percentages – competitive market data and trends and internal equity among positions with similar responsibilities.

For actual bonus payouts – performance against pre-established criteria in our annual cash incentive plan.

Target level performance results in target total cash compensation (base salary plus annual cash incentive compensation) that is generally slightly below the 50^th percentile.

Above target performance results in maximum total cash compensation that is generally slightly above the 50^th percentile.

Below target performance results in threshold total cash compensation that is generally at or below the 25^th percentile.

Long-Term Incentive Compensation:

•    Time-Based Restricted Stock and

Align the interests of executives with shareholders and to focus on long-term sustained performance.

•    Cash-Based Performance Awards

Create appropriate retention incentives.

Payout of cash-based performance awards is dependent on achievement of two-year Company financial performance goals.

Companies with revenue within a similar range (0.33 to 3.0 multiple).

Companies with market capitalization within a similar range (0.33 to 3.0 multiple).

Companies with market capitalization to revenue ratio of greater than 0.5.

Companies in the same or similar industries.

Companies with business model similarity, which may include the following:

Coatings for special purposes (e.g., protective, UV, etc.);

Construction materials, primarily for commercial or industrial application;

Specialized/customized product lines;

Heavy-duty manufacturing operations and project-directed manufacturing;

Project-based businesses;

Green product or service initiatives; and

Revenues generated primarily in the United States (greater than 60%).

Companies in the same geographic location (to a lesser degree).

Companies included in the prior-year peer group, to help ensure year-over-year consistency (where appropriate).

•    Aegion Corp.

•    Graco Inc.

•    Azz incorporated

•    Griffon Corporation

•    CLARCOR, Inc.

•    Lydall, Inc.

•    Columbus McKinnon Corporation

•    NCI Building Systems, Inc.

•    Daktronics, Inc.

•    Quaker Chemical Corporation

•    Eagle Materials Inc.

•    Quanex Building Products Corporation

•    EnPro Industries, Inc.

•    Tennant Company

•    H.B. Fuller Company

As an input in designing our compensation plans and philosophy;

As an input in developing base salary adjustments, annual cash incentive targets and long-term incentive ranges;

To benchmark the form and mix of long-term awards;

To assess the competitiveness of total direct compensation awarded to our Named Executive Officers and certain of our other executives; and

To benchmark overhang levels (dilutive impact on our shareholders of equity compensation) and annual burn rate (the aggregate shares awarded as a percentage of total outstanding shares).

Mr. Puishys. Mr. Puishys’ individual business objectives for fiscal 2015 were based on financial performance, a portfolio review and commercial building retrofit initiative. During fiscal 2015, our Company exceeded its fiscal 2015 operating plan with revenue growth of 21%, adjusted earnings per share growth of 58% (excluding the $0.22 per share impact of a tax credit), and return on invested capital improvement of 280 basis points. All four of our segments had top and bottom line growth. In addition, Mr. Puishys led a continued emphasis on Lean initiatives that we estimate contributed approximately 75 basis points of margin expansion during fiscal 2015. During fiscal 2015, our Company made capital investments to increase capacity and improve product development capabilities to position our Company for continued growth in fiscal 2016 and beyond. Also, during fiscal 2015, Mr. Puishys led a comprehensive analysis of future growth opportunities for our three Architectural segments and provided support for our commercial building retrofit initiative that led to a significant increase in commercial building retrofit sales and development of an increased pipeline of future sales opportunities. We believe increasing the participation of our Architectural segment companies in the commercial building retrofit sector will make those segments less dependent on the cyclical new construction industry.

Mr. Porter. Mr. Porter’s individual business objectives for fiscal 2015 were based on financial and operational performance, strategy and business development initiatives, and our commercial building retrofit initiative. During fiscal 2015, our revenues, earnings, cash flow and return on invested capital exceeded our fiscal 2015 operating plan with all four segments growing sales and earnings. During fiscal 2015, our Company improved operating margin by 160 basis points and return on invested capital by 280 basis points. Mr. Porter successfully led our strategy and business development efforts to increase geographic expansion within the U.S. for our Architectural segments and in Europe for our Large-Scale Optical segment and provided support to integrate and capture synergies from our Canadian storefront and entrance system company acquired during the third quarter of fiscal 2014. During fiscal 2015, Mr. Porter also led efforts to expand resources for commercial building retrofit sales, growing commercial building retrofit orders and developing a pipeline for commercial building retrofit opportunities.

Ms. Beithon. Ms. Beithon’s individual business objectives for fiscal 2015 were based on compliance, corporate governance, litigation and claim management, and support for growth initiatives. During fiscal 2015, Ms. Beithon continued to lead our corporate governance initiatives; provided legal support of the integration of our Canadian storefront and entrance system company acquired during the third quarter of fiscal 2014; managed successful resolution of various claims and litigation matters; provided legal support for growth initiatives, including trademark and patent prosecution; and took various actions to strengthen our Company’s legal and compliance systems.

Mr. Klein. Mr. Klein’s individual business objectives for fiscal 2015 were based on cost productivity savings, continuous improvement and Lean initiatives, supply chain and procurement initiatives and safety. During fiscal 2015, Mr. Klein led cost productivity initiatives that resulted in estimated savings of $13.2 million, exceeding our fiscal 2015 goal by 21% and led safety initiatives that resulted in our Company having a low accident injury rate for its industries and meeting our Company’s fiscal 2015 safety goals. Mr. Klein also successfully introduced Lean initiatives in manufacturing operations, including maintenance, warehouse and shipping and receiving functions, and introduced new Lean tools at all business units. In addition, Mr. Klein implemented a supplier risk management system for key suppliers and led purchasing initiatives that resulted in over $1.0 million in purchasing savings.

Mr. Johnson. Mr. Johnson’s individual business objectives for fiscal 2015 were based on credit facility management, tax planning, enterprise risk management, real estate portfolio management and working capital management. During fiscal 2015, Mr. Johnson successfully negotiated an extension to our revolving credit facility, increasing the facility from $100 million to $125 million, extending the term to December 2019, removing the security interest provisions and improving other terms and conditions. He also worked to ensure the installation of our new state-of-the-art glass coater at our Minnesota architectural glass fabrication facility was completed on schedule, in order to earn a tax credit that had a $0.22 per share impact. Mr. Johnson also led improvements in our enterprise risk management process and successful annual insurance renewal. He also led efforts to secure state and local incentives of approximately $3 million in connection with facility and equipment investments and effectively managed working capital, resulting in days working capital of only 50.8 days despite significant revenue growth during the year.

Name

Joseph F. Puishys

James S. Porter

Patricia A. Beithon

John A. Klein

Gary R. Johnson

Name

Joseph F. Puishys

James S. Porter

Patricia A. Beithon

John A. Klein

Gary R. Johnson

Assumes threshold performance level is achieved for only the performance goal with the lowest weighting and is not achieved for any other performance goals. If actual results are below threshold performance level for all performance goals, the payout will be zero.

Performance Goal

Net Sales

EBT

Days Working Capital

Name

Approved
Payout
Amount

($)⁽¹⁾

Percent

of

Fiscal 2015
Salary

(%)

Joseph F. Puishys

EBT

Days Working Capital

James S. Porter

Net Sales

EBT

Days Working Capital

Patricia A. Beithon

Net Sales

EBT

Days Working Capital

John A. Klein

Net Sales

EBT

Days Working Capital

Gary R. Johnson

Net Sales

EBT

Days Working Capital

The individual approved payout amount for each of our Named Executive Officers is less than the maximum allocation of the bonus pool under our Executive MIP for such individual. Therefore, all approved payout amounts for our Named Executive Officers are fully deductible under Section 162(m) of the U.S. Internal Revenue Code of 1986.

Name

Joseph F. Puishys⁽²⁾

James S. Porter⁽³⁾

Patricia A. Beithon⁽⁴⁾

John A. Klein⁽⁵⁾

Gary R. Johnson⁽⁶⁾

The value of the award was calculated by multiplying the number of shares of restricted stock by $31.36, the closing price of our common stock on the NASDAQ Global Select Market on April 29, 2014, the date of grant.

Mr. Puishys’ individual business objectives for fiscal 2014 were based on: financial performance, geographic expansion, inorganic growth, commercial building retrofit initiative and new product introductions.

Mr. Porter’s individual business objectives for fiscal 2014 were based on financial and operational performance, strategy and business development initiatives, commercial building retrofit initiative and organizational development.

Ms. Beithon’s individual business objectives for fiscal 2014 were based on compliance, corporate governance, litigation and claim management, and support for growth initiatives.

Mr. Klein’s individual business objectives for fiscal 2014 were based on cost productivity savings, continuous improvement and Lean initiatives, supply chain and procurement initiatives, and safety.

Mr. Johnson’s individual business objectives for fiscal 2014 were based on treasury management, enterprise risk management, credit facility management, real estate portfolio management and retirement plan management.

Name

Joseph F. Puishys

James S. Porter

Patricia A. Beithon

John A. Klein

Gary R. Johnson

Performance Goal

Award Amount

Percentage of Fiscal 2015 Salary

Assumes threshold performance level is achieved for only one of the performance goals and is not achieved for any other performance goals. If actual results are below threshold performance level for all performance goals, the payout will be zero.

Assumes target performance level is achieved for all performance goals.

Assumes maximum performance level is achieved or exceeded for all performance goals.

Deferred Compensation Plans. Our executive officers may participate in voluntary non-qualified deferred compensation plans that allow participants to defer compensation to assist in saving for retirement and certain short-term needs. These plans are described under the headings “Deferred Compensation Plan” and “Legacy Deferred Compensation Plan” on page 51.

Legacy Supplemental Executive Retirement Plan. Prior to fiscal 2009, we provided a non-qualified defined benefit retirement compensation plan to certain executive officers. This legacy plan was frozen in October 2008. Only two current employees are participants. Our Chief Executive Officer does not participate in this plan. This plan is described under the heading “Legacy Officers’ Supplemental Executive Retirement Plan” on page 50.

401(k)  Retirement  Plan.  Executive  officers  may  participate  on  the  same  terms  as  all  other  employees in our 401(k) Retirement Plan, which is described under the heading “401(k) Retirement Plan” on page 51.

Employee Stock Purchase Plan. Executive officers may participate on the same terms as all other employees in our Employee Stock Purchase Plan, which allows participants to purchase shares of our Company’s common stock by contributing up to $500 per week, with our Company contributing an amount equal to 15% of the participant’s weekly contributions.

Health and Welfare Benefits. Executive officers also receive the same health and welfare benefits as those offered to all other full-time employees, with the exception that we offer enhanced long-term disability benefits to our executive officers.

Change-in-Control Program. Our Company has entered into change-in-control severance agreements with each of our Named Executive Officers. The Committee does not consider specific amounts payable under these arrangements when establishing annual compensation. See “Change-in-Control Severance Agreements” on page 54 and “Executive Benefits and Payments Upon Termination and Change-in-Control” on page 55 for more information on these arrangements.

Perquisites. Generally, the only perquisites we make available to our Named Executive Officers are reimbursement of financial and estate planning fees of up to $2,000 annually, enhanced long-term disability benefits, payment of relocation expenses and reimbursement of spousal travel expenses for certain Company events. We also provide reimbursement of annual executive health physical costs to our Chief Executive Officer.

Named Executive Officer    

Stock Ownership
Guideline as of

    February 28, 2015⁽¹⁾    

Joseph F. Puishys

James S. Porter

Patricia A. Beithon

John A. Klein

Gary R. Johnson