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## Item 10. Directors, Executive Officers and Corporate Governance 

## PART III 

The information required by this item with regard to executive officers is included in Part I, Item 1 of this Annual Report on Form 10-K under the heading “Executive Officers of the Registrant.” 

Information regarding directors of AZZ required by this Item is incorporated by reference to the section entitled “Election of Directors” set forth in the Proxy Statement for our 2020 Annual Meeting of Shareholders. 

The information regarding compliance with Section 16(a) of the Exchange Act required by this Item is incorporated by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” set forth in the Proxy Statement for our 2020 Annual Meeting of Shareholders. 

Information regarding our audit committee financial experts and code of ethics and business conduct required by this Item is incorporated by reference to the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” set forth in the Proxy Statement for our 2020 Annual Meeting of Shareholders. 

No director or nominee for director has any family relationship with any other director or nominee or with any executive officer of our company. 

## Item 11. Executive Compensation 

The information required by this Item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Fees Paid to Directors” set forth in our Proxy Statement for our 2020 Annual Meeting of Shareholders. 

## Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

The information required by this Item is incorporated herein by reference to the section entitled “Executive Compensation” and the section entitled “Matters Relating to Corporate Governance, Board Structure, Director Compensation and Stock Ownership – Security Ownership of Management” set forth in the Proxy Statement for our 2020 Annual Meeting of Shareholders. 

## Equity Compensation Plan 

The following table provides a summary of information as of February 29, 2020, relating to our equity compensation plans in which our Common Stock is authorized for issuance. 

## Equity Compensation Plan Information: 

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(1) Consists of the Amended and Restated 2005 Long-Term Incentive Plan ("2005 Plan"), the 2014 Long-Term Incentive Plan ("2014 Plan") and the 2018 Employee Stock Purchase Plan ("2018 ESPP"). See Note 10 to our “Notes to Consolidated Financial Statements” for further information. (2) Consists of outstanding awards, including 194,946 RSUs and 109,936 PSUs granted under the 2014 Plan and 94,826 SARs granted under the 2005 Plan. 

(3) 

The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding SARs and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs or PSUs, which have no exercise price. (4) Consists of (i) 972,366 shares remaining available for future issuance under the 2014 Plan and (ii) 1,383,571 shares remaining available for issuance under the 2018 

ESPP. 

## Description of Other Plans for the Grant of Equity Compensation 

## Long Term Incentive Plans 

The description of the 2005 Plan, 2014 Plan and 2018 ESPP provided in Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K are incorporated by reference under this Item. 

