APOGEE ENTERPRISES, INC.APOG
APOGEE ENTERPRISES, INC. Stock Compensation Disclosure
13. Share-Based Compensation
We have a 2019 Stock Incentive Plan and a 2019 Non-Employee Director Stock Plan (the Plans) that provide for the issuance of 1,150,000 and 300,000 shares, respectively, for various forms of stock-based compensation to employees and non-employee directors. Awards under these Plans may be in the form of incentive stock options (to employees only), non-statutory options, stock-settled stock appreciation rights (SARs), or nonvested share awards and units, all of which are granted at a price or with an exercise price equal to the fair market value of the Company’s stock at the date of award.
On October 31, 2025, the Company announced the departure of its Chief Executive Officer. In connection with a separation agreement, the Board of Directors approved the accelerated vesting of certain outstanding unvested restricted stock awards and performance share unit awards previously granted. As a result of this modification, the Company recognized incremental stock-based compensation expense of $2.1 million during the third quarter of fiscal 2026, representing the fair value of the awards that would have otherwise vested over the remaining service periods. This amount is included in SG&A expenses on the Consolidated Results of Operations.
We recorded share-based compensation expense, in which we account for any forfeitures as they occur, as follows:
| (In thousands) | 2026 | 2025 | 2024 | |||||||||||||||||
| Restricted stock awards and restricted stock units | $ | 8,546 | $ | 8,040 | $ | 6,753 | ||||||||||||||
| Performance share units | (300) | 2,685 | 2,714 | |||||||||||||||||
| Stock options | — | — | 254 | |||||||||||||||||
Share-based compensation expense | $ | 8,246 | $ | 10,725 | $ | 9,721 | ||||||||||||||
At February 28, 2026, there was $12.2 million of total unrecognized compensation cost related to nonvested share and nonvested share unit awards, which is expected to be recognized over a weighted average period of approximately 1.7 years. The total fair value of shares vested during fiscal 2026 was $12.8 million.
The table below sets forth the number of stock-based compensation awards granted during the twelve months ended February 28, 2026, along with the weighted average grant date fair value:
| Awards | Number of Awards | Weighted Average Grant Date Fair Value | ||||||||||||
Restricted stock awards and restricted stock units (1) | 359,490 | $ | 39.91 | |||||||||||
Performance share units (2) | 53,542 | 45.44 | ||||||||||||
| (1) | Represent service condition awards which generally vest over a - or -year period. | ||||
| (2) | Represent performance condition awards with the grant equal to the target number of performance shares based on the share price at grant date. These grants allow for the right to receive a variable number of shares, between 0% and 200% of target, dependent on being employed at the end of the performance period and achieving defined performance goals for average adjusted return on invested capital and cumulative adjusted earnings per share. | ||||
Service Condition Awards
Nonvested share awards and units generally vest over a , or four-year period. The following table summarizes nonvested restricted stock awards and restricted stock units activity for fiscal 2026:
| Number of Shares and Units | Weighted Average Grant Date Fair Value | |||||||||||||
| Awards outstanding at March 1, 2025 | 348,219 | $ | 48.53 | |||||||||||
| Granted | 359,490 | 39.91 | ||||||||||||
Vested | (197,250) | 46.90 | ||||||||||||
Forfeited and cancelled | (80,222) | 52.13 | ||||||||||||
| Awards outstanding at February 28, 2026 | 430,237 | $ | 41.44 | |||||||||||
Performance Condition Awards
In fiscal 2022, the Compensation Committee of the Board of Directors implemented an executive compensation program for certain key employees. In each of the first quarters of fiscal 2026, fiscal 2025 and fiscal 2024, we issued performance shares in the form of nonvested share unit awards, which give the recipient the right to receive shares earned at the end of the respective three-fiscal-year performance period. The number of share units issued at grant is equal to the target number of performance shares and allows for the right to receive a variable number of shares, ranging from 0% to 200% of target, dependent on achieving defined performance goals and being employed at the end of the performance period.
The following table summarizes nonvested performance share units granted and outstanding for which plans are at 0% to 200% of target:
| Number of Shares and Units at Target | Weighted Average Grant Date Fair Value | ||||||||||||||||
| Awards outstanding at March 1, 2025 | 101,120 | $ | 51.13 | ||||||||||||||
Granted (1) | 81,466 | 45.50 | |||||||||||||||
Vested (1) | (72,715) | 47.48 | |||||||||||||||
Forfeited and cancelled | (71,327) | 51.21 | |||||||||||||||
| Awards outstanding at February 28, 2026 | 38,544 | $ | 48.07 | ||||||||||||||
| (1) | Includes 27,924 shares for performance goals component of the fiscal 2023-2025 performance period. | ||||
Stock Options
There were no outstanding options after fiscal 2024 and the aggregate intrinsic value of securities exercised (the amount by which the stock price on the date of exercise exceeded the stock price of the award on the date of grant) was $1.8 million.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Apr 24, 2026 | Showing above |
| 2025 | Apr 24, 2025 | |
| 2024 | Apr 26, 2024 | |
| 2018 | Apr 30, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.