APOGEE ENTERPRISES, INC. 8-K

What Happened
Apogee Enterprises (APOG) announced on Jan 21, 2026 (effective Jan 19, 2026) that Mark R. Augdahl was promoted from interim CFO/Chief Accounting Officer to Executive Vice President and Chief Financial Officer. The company and Mr. Augdahl executed an Offer Letter dated Jan 15, 2026 establishing his compensation and incentive arrangements.

Key Details

• Base salary: $550,000 per year, effective Jan 19, 2026.
• Equity sign-on grant: $700,000 of restricted common shares (valued using the Jan 16, 2026 closing price); vesting schedule: 50% at one year (Jan 19, 2027) and 50% at two years (Jan 19, 2028).
  • Termination treatment: if retirement or involuntary termination without cause before 1 year, 50% vests immediately (remainder forfeited); if termination between years 1–2 for those reasons, remaining 50% vests immediately.
• Sign-on cash: $50,000 payable on the first practical pay period after start date.
• Annual and long-term incentives for FY2027: AIP target = 75% of base salary (payout range 0%–150% of target); LTIP consists of (i) a three-year performance award (FY2027–FY2029) valued at 75% of base and (ii) an annual restricted-share award targeted at 75% of base, vesting one-third each April 30 over three years. Awards subject to the company’s 2019 Stock Incentive Plan and committee-determined performance metrics.
• Background: Mr. Augdahl, 60, has held finance leadership roles at Apogee and subsidiaries for ~25 years and served as Chief Accounting Officer since 2023.
• CEO performance bonus: On Jan 15, 2026 the Board approved CEO Donald A. Nolan’s CEO Performance Goals (strategic/financial targets, customer focus, talent, efficiencies). The disclosed Performance Bonus target equals 100% of his base salary paid during the Term; there is no minimum threshold and the Committee may reduce or deny the award.

Why It Matters
This filing signals a permanent CFO appointment after an interim period, providing leadership continuity in finance. The compensation package mixes cash and substantial equity and performance-based pay (AIP/LTIP), aligning the new CFO’s pay with retention and company performance; these awards will affect future compensation expense and could have modest dilution effects tied to equity grants. The Board’s approval of the CEO’s performance goals clarifies executive incentives for upcoming periods, and the absence of a minimum payout threshold for the CEO bonus means awards are discretionary based on achievement as judged by the Board/Compensation Committee. A press release announcing the change was furnished as Exhibit 99.1.