Apogee Enterprises Inc.
11/02/2026 | Press release | Distributed by Public on 11/02/2026 09:40
Management Change/Compensation (Form 8-K)
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On October 29, 2026, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Apogee Enterprises, Inc. (the "Company") approved the compensation terms described below and recommended that the Board approve an extension of the employment term of Donald A. Nolan, the Company's Chief Executive Officer and Executive Chair. The Board subsequently approved an extension of Mr. Nolan's employment from November 1, 2026 through April 30, 2027 (the "Extended Term"), pursuant to an extension letter between the Company and Mr. Nolan (the "Extension Letter"). Mr. Nolan's existing employment term was scheduled to expire on October 31, 2026.
The Board continues to conduct a search for the Company's next long-term Chief Executive Officer. The extension of Mr. Nolan's employment is intended to provide continuity of leadership while the Board completes the process.
During the Extended Term, Mr. Nolan will continue to receive an annualized base salary of $925,000. Mr. Nolan will also be eligible to receive (i) a transition bonus of up to $250,000, as determined by the Compensation Committee based on his performance in supporting the successful transition to a permanent Chief Executive Officer; (ii) a one-time cash payment of $25,000 for travel and lodging expenses; and (iii) monthly grants of time-based restricted stock units at an annualized target grant-date value of $1,750,000, prorated for the period during which Mr. Nolan continues to serve as Chief Executive Officer during the Extended Term, with each monthly grant having a target grant-date value of $145,834, subject to the terms of the Company's 2019 Stock Incentive Plan, as Amended and Restated (2026), and applicable equity award policies.
Each restricted stock unit award will vest on the first anniversary of its grant date, subject to the applicable vesting conditions. Upon the commencement of employment of the Company's permanent Chief Executive Officer, Mr. Nolan will cease serving as Chief Executive Officer but will remain an employee of the Company and continue serving as Executive Chair through the remainder of the Extended Term. Previously granted restricted stock units will remain eligible to vest subject to the applicable continued-service conditions.
Except as modified by the Extension Letter, the terms of Mr. Nolan's October 31, 2025 offer letter remain in effect.
The foregoing description of the Extension Letter does not purport to be complete and is qualified in its entirety by reference to the Extension Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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