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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 30, 2025

APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

Minnesota
0-6365
41-0919654
(State or other jurisdiction of incorporation) (Commission File Number)
(I.R.S. Employer Identification No.)
(Address of principal executive offices) (Zip Code)
4400 West 78th Street, Suite 520
Minneapolis
Minnesota
55435
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(952) 835-1874
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.33 1/3 Par Value APOG The Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
 ☐ Emerging growth company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
(a) (c)
Effective October 31, 2025, Ty R. Silberhorn, Apogee Enterprises, Inc.’s (the “Company”) Chief Executive Officer (“CEO”) and a member of the Board of Directors of the Company (the “Board”), departed as CEO and as a member of the Board. In connection with his separation, Mr. Silberhorn and the Company entered into a Separation Agreement on October 30, 2025, the terms of which are set forth in more detail below.
Effective October 31, 2025, the Board elected Donald A. Nolan, the Company’s Independent Chair of the Board, to succeed Mr. Silberhorn as CEO and to serve as Executive Chair of the Board. The Board also elected Patricia K. Wagner to be the Company’s new Lead Independent Director.
Mr. Nolan, 64, joined Apogee’s Board in 2013 and was named Independent Chair in 2020. He served as President and Chief Executive Officer of Kennametal, Inc. from 2014 to 2016. Kennametal is a global industrial technology leader present in over 60 countries manufacturing products and solutions for customers in the aerospace, energy and transportation industries. Previously, Mr. Nolan was President of the Materials Group of Avery Dennison Corporation from 2008 to 2014. Before joining Avery Dennison, Mr. Nolan served on the executive team at Valspar, a global leader in paint and coatings, as Senior Vice President, leading the Global Packaging and Refinish Coatings businesses. In addition, Mr. Nolan has served as a director for a number of privately held, growth-oriented companies.
The Company and Mr. Nolan entered into an offer letter (the “Offer Letter”) effective October 31, 2025. The terms of the Offer Letter are set forth in more detail below.
(e)
The Separation Agreement
Pursuant to the Separation Agreement, Mr. Silberhorn will receive $932,000 in cash, which is equal to his current annual base salary for fiscal 2026. This payment will be made in twenty-four, equal monthly installments on the Company’s regular payroll date.
The Separation Agreement provides that, effective as of the Effective Date (as defined therein) and pursuant to the terms of the Company’s 2019 Stock Incentive Plan, as Amended and Restated (2021) and Mr. Silberhorn’s restricted stock award agreements with the Company, dated January 4, 2021, April 19, 2023, May 1, 2024 and April 22, 2025, the Board agreed to accelerate the vesting of a total of 78,376 shares of time-based restricted common stock of the Company held by Mr. Silberhorn.
In addition, under the Separation Agreement, the Company will pay to Mr. Silberhorn $466,000, an amount equal to 50% of the target goal for Mr. Silberhorn’s fiscal 2026 annual incentive plan. This payment will be made by the Company between April 1, 2026 and May 31, 2026.
The Separation Agreement further provides that the Company will award Mr. Silberhorn 100% of his target Performance Award dated April 19, 2023, which equals 16,867 shares of common stock of the Company and a cash payment of $742,500.
In addition, the Separation Agreement provides that the Company will pay to its vendor the full cost of Mr. Silberhorn’s group medical, dental, and vision insurance for the earlier to occur of (i) 12 months after the Separation Date and (ii) the date on which Mr. Silberhorn obtains comparable replacement coverage, provided that he completes and returns the necessary paperwork to continue that coverage.
In consideration of the foregoing, Mr. Silberhorn agreed to enter into a general release of the Company from any and all claims and causes of action of any kind that he has or may have had against the Company, other than any claims with respect to his rights under the Separation Agreement. In addition, pursuant to the terms of the Separation Agreement, Mr. Silberhorn has agreed that he will be prohibited, for two years after the Effective Date, from hiring or soliciting the Company’s employees for employment or inducing or encouraging the Company’s employees to cease their employment with the Company. As defined in the Separation Agreement, “Effective Date” means the sixteenth (16th) day after Mr. Silberhorn signed the Separation Agreement, provided that he has not revoked or rescinded that Agreement prior to to that date.



The foregoing description of the Separation Agreement is a summary and is qualified in its entirety by reference to the Separation Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(c)
The Offer Letter
Mr. Nolan’s Offer Letter has a one-year term, ending on October 31, 2026 (the “Term”). Pursuant to the Offer Letter, Mr. Nolan is entitled to the following:
•base salary in the amount of $925,000
•a one-time payment of $100,000 for travel and lodging expenses, less all applicable withholdings
•a short-term incentive bonus, with a target amount equal to 100% of his base salary actually paid to Mr. Nolan during the Term. The actual award may be subject to Board or the Compensation Committee of the Board discretion, depending on achievement of certain performance goals and business objectives, to be approved by the Board or the Compensation Committee of the Board in the fourth quarter of fiscal 2026 and paid upon the expiration of the Term.
•an award of shares of time-based restricted stock of the Company that vest one year from the grant date, with a value of $1.75 million, based on the closing price of the Company’s common stock on the grant date (the “Service Award”). The grant date will be the fifth business day following the date of the Company’s first earnings release occurring after October 31, 2025. The Service Award is subject to Mr. Nolan’s continued employment with the Company for the Term, provided that, if Mr. Nolan’s employment ends before the vesting date, the shares will vest as long as Mr. Nolan remains a member of the Board through the vesting date. The Offer Letter further provides that the Service Award is subject to forfeiture upon voluntary or involuntary termination for cause, as defined in the Company’s current standard form of restricted stock award agreement.
Mr. Nolan does not have a direct or indirect material interest in any currently proposed transaction to which the Company is to be a participant in which the amount involved exceeds $120,000, nor has Mr. Nolan had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year. There are no family relationships to disclose with respect to Mr. Nolan that are reportable under Item 401(d) of Regulation S-K.
The foregoing description of the Offer Letter is summary and is qualified in its entirety by reference to the Offer Letter, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
A press release, dated October 31, 2025, announcing the leadership changes described above is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
10.1
10.2
99.1
104 Cover Page interactive Data file (embedded within the Inline XBRL document).

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
APOGEE ENTERPRISES, INC.
By: /s/Meghan M. Elliott            
Meghan M. Elliott
Executive Vice President Chief
Legal Officer and Secretary
Date: November 5, 2025

EX-10.1 2 exhibit101.htm EX-10.1 exhibit101
1 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”) is entered into as of October 30, 2025, by and between Apogee Enterprises, Inc., a Minnesota corporation (“Apogee”), and Ty R. Silberhorn (“Silberhorn”), an individual residing in the State of Minnesota. WHEREAS, Silberhorn has served as the Chief Executive Officer (“CEO”) of Apogee and a member of the Board of Directors of Apogee (the “Board”) since January 4, 2021; WHEREAS, the Board has determined, and Silberhorn has agreed, that it is in the best interests of Apogee and its shareholders for Silberhorn to separate from employment with Apogee and for Silberhorn to resign as a member of the Board, effective as of the Separation Date (as defined below); WHEREAS, the parties desire to set forth all matters regarding Silberhorn’s separation of employment with Apogee as CEO and Silberhorn’s resignation as a member of the Board; and WHEREAS, the Board believes it is in the best interests of Apogee and its shareholders to enter into this Agreement. NOW THEREFORE, in consideration of the premises and the covenants herein, the sufficiency of which is hereby acknowledged, Silberhorn and Apogee agree as follows: 1. Separation as CEO. Effective as of the close of business on October 31, 2025 (the “Separation Date”), Silberhorn’s employment with Apogee shall end. Silberhorn agrees and acknowledges that his separation from employment includes his resignation as a member of the Board and from all other officer positions he held or holds with Apogee or any of its affiliates and from all director positions he held or holds with Apogee’s affiliates, effective as of the Separation Date. Silberhorn agrees that, not later than the Separation Date, he has signed or will sign a letter in a form acceptable to Apogee documenting his formal resignation as an officer and director of Apogee and its affiliates, as applicable. 2. Compensation Through Separation Date. Apogee shall (i) pay Silberhorn his monthly base pay through the Separation Date in accordance with Apogee’s regular payroll practices, less all applicable withholdings and deductions, on the first regular payroll date following the Separation Date, and (ii) reimburse Silberhorn for unreimbursed business expenses properly incurred before the Separation Date in compliance with the expense reimbursement policies and procedures of Apogee. 3. Separation Compensation. Provided that Silberhorn (i) signs, dates, and returns this Agreement, which includes his waiver and release of legal and equitable claims EXHIBIT 10.1


 
2 described below, within the time period described in Section 7(a); and (ii) does not rescind or revoke his waiver of claims as described in Section 7(b), Apogee shall make the following payments to, and distributions for the benefit of, Silberhorn, at the time and in the manner set forth below. (a) Salary Continuation. Apogee will pay Silberhorn Nine Hundred Thirty-Two Thousand Dollars and No Cents ($932,000.00) (gross), an amount equal to his annualized salary as of the Separation Date. Payment will be made in twenty-four relatively equal installments on Apogee’s regular payroll dates immediately following the Separation Date, beginning on Apogee’s first regular payroll date after sixteen days have passed from the date on which Apogee receives this Agreement signed and dated by Silberhorn (the “Salary Continuation Payments”), and with the first installment including any other installments that would have otherwise been paid sooner but for the above-identified delay with respect to the first installment. All applicable payroll tax withholdings and deductions shall be deducted from the Salary Continuation Payments. (b) Vesting of Restricted Shares. Effective as of the Separation Date, the Compensation Committee of the Board (the “Committee”): (i) shall recognize Silberhorn’s separation from employment as an involuntary termination without “Cause” as defined in connection with his January 4, 2021, Retention Grant Agreement, thereby causing all 29,354 shares of restricted stock that are unvested as of the Separation Date to immediately vest as of the Effective Date; (ii) shall deem Silberhorn’s separation from employment as being for a reason that gives the Committee the right to cause vesting of the remaining shares that are unvested pursuant to the terms of Silberhorn’s Restricted Stock Award Agreements with Apogee, dated April 19, 2023, May 1, 2024, and April 22, 2025, thereby causing all 49,022 shares of restricted stock that are unvested pursuant to the terms of such Restricted Stock Award Agreements as of the Separation Date to immediately vest as the Effective Date; and (iii) in lieu of taking any action necessary to recognize Silberhorn’s separation from employment as being for a reason that results in vesting of the Performance Award for purposes of Section 6 of the Performance Award Agreement dated April 19, 2023, shall award Silberhorn one hundred percent (100%) of Silberhorn’s target Performance Award, which equals 16,867 shares of Apogee stock and a cash payment of Seven Hundred Forty-Two Thousand Five Hundred Dollars and No Cents ($742,500.00) (gross). Payment of the cash award in (iii) above will be made in a single lump-sum payment, less applicable taxes and withholdings required by law, on Apogee’s first regular payroll date occurring after the Effective Date. For the avoidance of doubt, and notwithstanding anything set forth herein to the contrary, Silberhorn agrees and understands that except as otherwise set forth in Section 3(b), all other outstanding unvested equity grants or awards shall lapse and be irrevocably forfeited upon the Separation Date, including without limitation the Performance Awards dated May 1, 2024, and April 22, 2025.


 
3 (c) Fiscal 2026 Short-Term Incentive. Apogee will pay Silberhorn Four Hundred Sixty-Six Thousand Dollars and No Cents ($466,000.00) (gross), which is an amount equal to fifty percent (50%) of Silberhorn’s target short-term incentive for fiscal 2026. The payment of Silberhorn’s short-term incentive, less applicable taxes and withholdings required by law, will occur between April 1, 2026, and May 31, 2026. (d) Medical Coverage. Silberhorn’s active employee participation in Apogee’s group medical, dental and vision insurance plans will terminate as of the Separation Date. However, as an additional benefit of this Agreement, beginning on the first calendar day after the Separation Date, Apogee will pay to its applicable vendor or vendors the full cost of Silberhorn’s group medical, dental, and vision insurance premiums for the earlier of twelve (12) months after the Separation Date or the date on which Silberhorn obtains comparable replacement coverage, whichever occurs first, provided that Silberhorn completes and returns the necessary paperwork to continue that coverage. (e) Tax Treatment. Apogee and Silberhorn agree that 100% of the payments and benefits to be provided to Silberhorn pursuant to this Agreement (including, for the avoidance of doubt, the acceleration of vesting of shares of restricted stock) will be treated as income subject to W-2 reporting and withholdings pursuant to applicable federal, state, and/or local tax laws. Except for such amounts as are withheld from income by Apogee, Silberhorn agrees that he is solely responsible for any tax obligations resulting from the payments to be made to him pursuant to this Agreement. Apogee makes no representations or warranties with respect to the tax consequences of the payments referenced in this Agreement. Silberhorn further acknowledges and agrees that the payments set forth herein may result in taxable income to Silberhorn under applicable federal, state, and/or local tax laws. Silberhorn acknowledges and agrees that he will not seek any indemnification from Apogee with respect thereto. 4. Continued Executive Benefits. (a) Prior to Separation Date. Until the Separation Date, Silberhorn shall be entitled to such medical, dental, disability, life insurance coverage, vacation, sick leave, holiday benefits and any other benefits, in each case as are customarily made available to Apogee’s executive officers, all in accordance with Apogee’s benefits program in effect from time to time. (b) After Separation Date. After the Separation Date, Silberhorn shall be entitled only to the benefits set forth in Section 3 of this Agreement, and to benefits mandated by applicable federal or Minnesota law, including, without limitation, the right to continue, at Silberhorn’s expense, to participate in Apogee’s group life insurance program for the legally required period following his Separation Date. For the avoidance of doubt, the parties acknowledge and agree that Silberhorn shall not continue to participate, after the Separation Date, in any of the following plans, in each case as


 
4 amended to date, except with respect to balances of deferred accounts existing in any such plan as of the Separation Date: (i) Apogee Enterprises, Inc. Amended and Restated Employee Stock Purchase Plan, (ii) Apogee Enterprises, Inc. Deferred Incentive Compensation Plan (2011), (iii) Apogee Enterprises, Inc. 401(k) Retirement Plan, and (iv) any executive perquisite plan of Apogee. (c) Death or Disability. In the event that Silberhorn dies or becomes disabled on or after the Separation Date, but before all payments under Sections 2 or 3 have been made, his heirs, administrators, representatives, executors, or his estate shall be entitled to the remaining compensation and benefits due to Silberhorn under those sections. 5. Release of Claims. In consideration of the promises, covenants and other valuable consideration provided by Apogee in this Agreement, Silberhorn agrees that, in order to be entitled to receive the payments and other benefits described in Section 3 of this Agreement, Silberhorn, on behalf of himself, his spouse, successors, heirs, and assigns, and except as expressly set forth herein, hereby forever releases and discharges Apogee Enterprises, Inc., including its affiliates, subsidiaries, business units, directors, officers, employees, agents, predecessors, successors, insurers (other than providers of applicable directors and officers liability insurance) and assigns (the “Released Parties”) to the fullest extent permitted by law from, and covenants not to sue or otherwise institute or cause to be instituted any legal or administrative proceedings against any Released Party with respect to, any and all claims, debts, liabilities, demands, promises, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, fixed or contingent, arising out of any act or omission occurring before the moment Silberhorn executes this Agreement, including, without limitation, any claims arising from rights under federal, state and/or local laws, including but not limited to those related to contract, or any form of retaliation, harassment, or discrimination on any basis, or any related cause of action, including but not limited to any claims arising from an alleged violation of Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Americans with Disabilities Act of 1990, as amended, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Family and Medical Leave Act, the Minnesota Human Rights Act (“MHRA”), the Minneapolis Civil Rights Ordinance, and any other any other applicable federal, state, or local law, regulation, or ordinance prohibiting discrimination, harassment, retaliation or reprisal; the Employee Retirement and Income Security Act; any claims grounded in contract or tort theories, including but not limited to breach of express or implied contract, tortious interference with contractual relations, promissory estoppel, or breach of promise; breach of fiduciary or other duty; breach of manuals or other policies; assault; battery; fraud; false imprisonment; invasion of privacy; misrepresentation; defamation, including libel, slander, and self- publication defamation; infliction of emotional distress; any claim that Silberhorn is a whistleblower; or any other claim of any kind whatsoever arising prior to the moment


 
5 Silberhorn executes this Agreement, including but not limited to any claim for damages or declaratory or injunctive relief of any kind (collectively, the “Released Claims”). The Released Claims shall not include any claims for compensation or benefits (collectively, the “Excluded Claims”): (i) set forth in Sections 2, 3, and/or 4 of this Agreement consistent with the terms set forth herein, or otherwise expressly preserved by this Agreement, (ii) workers’ compensation benefits, unemployment compensation benefits, or claims for vested benefits that are due under the written terms of any Apogee benefit plan arising under the Employee Retirement Income Security Act or the Consolidated Omnibus Budget Reconciliation Act that are not otherwise addressed in this Agreement, or (iii) with respect to Silberhorn’s rights to be indemnified and to have costs of defense advanced to him as a current or former director, officer or employee of Apogee pursuant to the Minnesota Business Corporation Act and Apogee’s Articles of Incorporation and Bylaws or under any liability insurance policy carried by Apogee for the benefit of its current and past directors, officers and/or employees. The terms set forth in this Section 5 are collectively referred to herein as the “Release.” The intent of the Release is for Silberhorn to waive all claims he legally may waive to the fullest extent possible under applicable law up to the moment he signs this Agreement. The Release also includes, but is not limited to, all claims for any other alleged unlawful employment practices arising out of or relating to Silberhorn’s employment or separation from employment; all claims under any separation plan, policy, or arrangement for which Silberhorn may be eligible; all claims relating to any compensation or benefits promised, awarded, summarized, described, or otherwise set forth in any incentive compensation plan or equity grant plans or agreements, except as otherwise expressly set forth in Section 3; all claims for attorneys’ fees, costs, and disbursements, except as otherwise expressly provided herein; and all claims for compensatory and punitive damages or other relief, whether equitable or legal. The benefits Silberhorn is receiving in this Agreement are full and fair consideration for the release and waiver of the above claims and have a value that is greater than anything else to which Silberhorn was already entitled if he did not enter into this Agreement. 6. No Lawsuits. Silberhorn warrants and represents that he has not filed any claims, charges, complaints or actions against any Released Party, or assigned or transferred, or purported to assign or transfer, to any person or entity all or any part of or any interest in any claim released herein. Silberhorn also agrees that, if any claim arising out of any act or omission occurring before Silberhorn’s execution of this Release based on, arising out of, or related to Silberhorn’s employment with, transition from, or the ending of employment with, Apogee is prosecuted in his name or on his behalf before any court or administrative agency, he waives and agrees not to take any award or other damages unless otherwise required by law. Notwithstanding the prior sentence, this Release is not intended to and does not restrict Silberhorn from seeking or obtaining a U.S. Securities and Exchange Commission whistleblower award. If any agency or court assumes jurisdiction


 
6 of any complaints, claims, or actions against any Released Party by or on behalf of Silberhorn arising out of any act or omission occurring before Silberhorn’s execution of this Release based on, arising out of, or related to Silberhorn’s employment with, transition from, or the ending of employment with Apogee, Silberhorn will request that the agency or court withdraw the matter or dismiss the matter in its entirety, with prejudice, and will execute all necessary documents to effect such withdrawal and/or dismissal with prejudice. To the extent required by law, nothing contained in this Agreement will be interpreted to prevent Silberhorn from filing a charge with a governmental agency or participating in or cooperating with an investigation conducted by a governmental agency. 7. Legal Rights. (a) Rights to Consider. Silberhorn was given this Agreement on October 24, 2025. Silberhorn has 21 days following that date to consider the offer expressed herein, including his waiver and release of rights and claims of age discrimination, harassment, and retaliation under the ADEA and OWBPA, and to decide whether he wants to sign this Agreement. Silberhorn may sign this Agreement at any time before the conclusion of the 21-day period. If Silberhorn does not sign this Agreement within that 21-day timeframe, the offer contained within this Agreement will expire. Signing this Agreement before the 21-day period expires constitutes a waiver by Silberhorn of any remaining time period for review and consideration to which he may be entitled. Silberhorn agrees that any changes to this Agreement, whether they are material or immaterial, do not restart the running of the 21-day consideration period. By this Agreement, Silberhorn has been advised in writing to consult with an attorney prior to executing this Agreement and acknowledges that he had the right to do so before signing this Agreement. (b) Right to Revoke or Rescind this Agreement. Silberhorn understands that if he signs this Agreement, then for a period of seven days following the date on which he signed it, he will be entitled to revoke this Agreement under the OWBPA. Silberhorn further understands that he has the right to rescind his waiver of discrimination and reprisal claims under the MHRA within fifteen (15) calendar days after the date on which he signs this Agreement. The 15-day and 7-day rescission and revocation periods run at the same time, and this Agreement shall not become effective or enforceable until both periods have expired. This Agreement shall become effective and forever irrevocable upon the expiration of the 15-day rescission period. To rescind this Agreement, Silberhorn must put the rescission in writing and deliver it to Apogee by hand via Meghan Elliott, Chief Legal Officer and Secretary, or by mail to Meghan Elliot within the 15-day period. If Silberhorn delivers the rescission by mail, it must be (a) postmarked within 15 calendar days after the date on which he signed this Agreement; (b) addressed c/o Meghan Elliott, Chief Legal Officer and Secretary, Apogee Enterprises, Inc., 4400 West 78th Street, Ste. 520, Minneapolis, MN 55435; and (c) sent by certified mail, return receipt requested. This Agreement will become effective on the sixteenth (16th) day after Silberhorn executes this


 
7 Agreement, provided Silberhorn has not exercised his right to revoke or rescind this Agreement before that date (the “Effective Date”). (c) Effect of Revocation or Rescission. Silberhorn understands that if he exercises his right to rescind or revoke as provided in this Section 7, this Agreement will be null and void, Silberhorn’s employment will still end on the Separation Date, and he will not receive or otherwise be entitled to the consideration set forth in Section 3 above. 8. Confidential Information. Silberhorn will not make any unauthorized use, publication or disclosure, either prior to, on or after the Separation Date, of any confidential, secret or proprietary documents, materials or other information of or regarding Apogee, its affiliates or any of their respective existing businesses generated or acquired by him during his employment with Apogee, including, but not limited to, information of a confidential or trade secret nature (“Confidential Information”). Confidential Information includes information not generally known by or available to the public about or belonging to Apogee or belonging to other persons to whom Silberhorn knows, or has reason to know, that Apogee may have an obligation to maintain information in confidence including, without limitation, all strategic plans and all financial, operational and other forecasts for Apogee or any of its affiliates. Authorization for disclosure of Confidential Information, which may be withheld at Apogee’s sole discretion, may be obtained only from Apogee’s Chief Legal Officer or her designee. Silberhorn will not disclose to Apogee, or induce Apogee to use, any confidential or trade secret information or material belonging to others. Notwithstanding anything in this Section to the contrary, nothing in this Agreement shall be deemed to prevent Silberhorn from providing information about Apogee to, or otherwise participating in any investigation or proceeding conducted by, the U.S. Equal Opportunity Employment Commission, U.S. National Labor Relations Board, the U.S. Occupational Health and Safety Administration, U.S. Securities and Exchange Commission or any other comparable state or local agency nor from disclosing Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order or subpoena of a court of competent jurisdiction or an authorized governmental agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, order or subpoena. 9. Non-Recruitment. As a material inducement for Apogee to enter into this Agreement, Silberhorn agrees that without the prior written approval of Apogee, Silberhorn shall not, on behalf of himself or any other person or entity, for a period of two (2) years following the Separation Date, hire, solicit for employment, or induce or encourage to leave the employment of Apogee or otherwise cease their employment with Apogee any employee, independent contractor, or former employee of Apogee whose employment with Apogee ceased less than twelve (12) months earlier. The foregoing shall not apply to hourly Apogee employees. 10. Remedies. Silberhorn understands and agrees that damages may be an


 
8 inadequate remedy in the event of a breach or intended or threatened breach by him of his obligations in Sections 8 and 9, and that any such breach will cause Apogee irreparable injury and damage. Accordingly, Silberhorn agrees that Apogee shall be entitled, without waiving any additional rights or remedies otherwise available to Apogee and without the necessity of proving the inadequacy of damages or of posting any bond, to injunctive and other such equitable relief in the event of a breach or intended or threatened breach of any of said covenants by Silberhorn. 11. Return of Property. On or before the Separation Date, Silberhorn shall return all equipment and property in his possession or under his control that belongs to Apogee (including, without limitation, any laptop or desktop computer, or other electronic device supplied to him by Apogee), including all files and programs stored electronically or otherwise that relate or refer to Apogee, and all original and copies of documents, notes, memoranda or any other written materials that relate or refer to Apogee, including material that constitutes Confidential Information, other than information or documents relating to Silberhorn’s Apogee compensation or benefit plans or programs in which he participates or participated, provided, however, Silberhorn shall be allowed to retain his Apogee- supplied iPhone and continue to use the same cell phone number as used during his employment with Apogee, subject to and conditioned upon Apogee’s right to remove all Apogee data, information, and applications from such Apogee device prior to transferring ownership to Silberhorn. 12. Non-Disparagement. a. Silberhorn agrees that he will not, and will use his reasonable efforts not to allow anyone acting on his behalf or at his direction at any time to, criticize, defame or disparage Apogee, its affiliates, any of their directors, officers or employees, any of their plans, or their actions to any third party, either orally or in writing. The provisions of this Section 12(a) shall not apply to any truthful statement(s) required to be made by Silberhorn or by any representative of Silberhorn in any legal proceeding or governmental (including all agencies thereof) or regulatory filing, investigation or proceeding. b. Apogee agrees to issue a written directive to its Senior Executives (as defined below) not to criticize, defame, or disparage Silberhorn, his performance with Apogee, his plans, or his actions to any third party, either orally or in writing. The provisions of this Section 12(b) shall not apply to any truthful statement(s) required to be made by Apogee or by any representative of Apogee in any legal proceeding or governmental (including all agencies thereof) or regulatory filing, investigation or proceeding. For purposes of this Section 12(b), the term “Senior Executives” shall mean each of the current members of the Board and each of Apogee’s Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Human Resources Officer. 13. Apogee’s Default in Payment. Should Apogee default in timely payment on


 
9 the due date of any payment or amount due under this Agreement, Silberhorn shall give written notice of such default to the person specified in or pursuant to this Agreement to receive notice on behalf of Apogee. Apogee shall have ten (10) calendar days after the receipt of such a notice of default to cure any payment default. Silberhorn’s failure to provide such notice shall not negate Apogee’s obligation to make payment of any amounts due to Silberhorn under this Agreement, but Apogee’s ten-calendar-day cure period shall not commence until it receives such notice from Silberhorn. 14. Breach of this Agreement. If a court of competent jurisdiction determines that either party has breached or failed to perform any part of this Agreement, the parties agree that the non-breaching party shall be entitled to injunctive relief to enforce this Agreement and that the breaching party shall be responsible for paying the non-breaching party’s costs and attorneys’ fees incurred in enforcing this Agreement. 15. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect as if the unenforceable provision were not part of this Agreement. 16. Ambiguities in this Agreement. The parties acknowledge that this Agreement has been drafted, prepared, negotiated and agreed to jointly, with advice of each party’s respective counsel, and to the extent that any ambiguity should appear, now or at any time in the future, latent or apparent, such ambiguity shall not be resolved or construed against either party. 17. Notices. All notices and other communications hereunder shall be in writing. Any notice or other communication hereunder shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth: If to Silberhorn, to his current residence address maintained in Apogee’s records. If to Apogee: Apogee Enterprises, Inc. 4400 West 78th Street – Suite 520 Minneapolis, Minnesota 55435 Attention: Chief Legal Officer Any party may send any notice or other communication hereunder to the intended recipient at the address set forth using any other means (including personal delivery, expedited courier, messenger services, facsimile, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it is actually received by the intended recipient. Any party may change the


 
10 address to which notices and other communications hereunder are to be delivered by giving the other party notice in the manner set forth herein. 18. Counterpart Agreements. This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes. Counterparts may be executed and delivered by either party hereto via facsimile, electronic mail, or other electronic means. Either party may decline the use of an electronic signature and instead elect to sign a paper copy of this Agreement by hand in ink. Each party consents to execution of this Agreement by electronic means such as by selecting (through a click, mark, or other option) indicating "I Accept" through use of any device, means, or action provided, and agrees that execution of this document by such means by the other party hereto is as valid as if such other party had signed the document in writing. 19. Choice of Law. This Agreement shall be deemed performable by all parties in, and venue shall be in the state or federal courts located in, Hennepin County, Minnesota, and the construction and enforcement of this Agreement shall be governed by the internal laws of the State of Minnesota, without regard to its conflict of laws rules. Silberhorn irrevocably waives his right, if any, to proceed in any court other than a state or federal court in the State of Minnesota or to have any disputes between him and Apogee arising out of or related to this Agreement or his employment decided in any jurisdiction or venue other than a state or federal court in the State of Minnesota. 20. No Assignment of Claims. Silberhorn shall not assign or delegate any of his rights or obligations under this Agreement (subject to the rights under Section 4(c) of this Agreement) without the prior written consent of Apogee, and any attempted assignment without Apogee’s consent shall be void ab initio. Apogee may assign this Agreement to any successor of Apogee or any purchaser of all or substantially all of the assets of Apogee. No other assignment by Apogee shall be effective except with the prior written consent of Silberhorn. 21. Entire Agreement; Amendment or Modification. This Agreement sets forth the entire agreement between the parties with respect Silberhorn’s employment with and separation of employment from Apogee, and any and all prior agreements, understandings, or representations between the parties pertaining to the subject matter of this Agreement are superseded. Notwithstanding anything set forth herein to the contrary, each of the agreements referenced in Section 3(b) of this Agreement and Articles IV, V, 6.4, 8.3, and 8.5 of the December 15, 2020, Employment Agreement between Apogee and Silberhorn are not superseded by, and survive the parties’ execution of, this Agreement and remain in full force and effect following the parties’ execution of this Agreement. 22. Binding Effect of Agreement. This Agreement shall be binding upon Silberhorn, Apogee and their respective heirs, administrators, representatives, executors,


 
11 successors and permitted assigns. 23. Authority. The undersigned member of the Board represents and warrants that she has authority to enter into this Agreement on behalf of Apogee. 24. Attorney’s Fees. Apogee shall reimburse Silberhorn (or his heirs, representatives, or his estate) or pay directly to Silberhorn’s legal counsel for the appropriately documented fees and expenses of legal counsel to Silberhorn incurred in connection with the negotiation and execution of this Agreement, up to a maximum total reimbursement of $10,000.00. 25. Section 409A Compliance. This Agreement is intended to comply with Section 409(A) of the Internal Revenue Code of 1986, as amended (“Section 409A”), including the exclusions thereto, and shall be construed and administered in accordance with such intent. Apogee and Silberhorn acknowledge that he is a “specified employee” (as determined in accordance with Section 409A) and that certain payments to be made hereunder may be subject to the terms of Section 409A. Therefore, notwithstanding anything to the contrary set forth in this Agreement, to the extent that any payment due hereunder constitutes “nonqualified deferred compensation” subject to Section 409A , and is payable on account of Silberhorn’s “separation from service” (as such term is defined in Section 409A), then the payment of any part of such amount that would have been made during the six (6) months following the separation from service shall be paid in a lump sum on the first day of the seventh (7th) month following the separation from service, and thereafter any remaining payments shall be paid without delay in accordance with their original schedule. For the avoidance of doubt, each payment made hereunder, whether or not part of a series of payments, will be treated as a separate payment for purposes of application of Section 409A. Neither Apogee nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to Silberhorn or any other person for any taxes, penalties, interest or like amounts that may be imposed on Silberhorn or other person due to any failure to comply with Section 409A. 26. Knowing and Voluntary Agreement. Silberhorn and Apogee acknowledge and agree that each of them has had a full opportunity to review the terms and provisions of this Agreement and that each of them enters into this Agreement after appropriate investigation and consideration of the meaning and effect of the terms of this Agreement and without reliance upon any representation of any other party to this Agreement other than those specifically set out herein. Silberhorn further states that he understands this Agreement constitutes a final and complete release of all claims against Apogee, including any possible claim which might be discovered in the future arising out of the factual basis or allegations occurring prior to the moment Silberhorn executed this Agreement. By executing this Agreement, the parties represent and agree that they have carefully read and fully understand all the provisions of this Agreement, and that they are knowingly and voluntarily entering into this Agreement.


 
12 [Signature Page to Follow]


 
13 The parties have duly executed this Agreement as of the date first written above. APOGEE ENTERPRISES, INC. /s/ Patricia K. Wagner By: Patricia K. Wagner Title: Independent Director and Chair of the Compensation Committee of the Board of Directors /s/ Ty R. Silberhorn Ty R. Silberhorn


 
EX-10.2 3 exhibit102.htm EX-10.2 exhibit102
[Type here] Apogee Enterprises, Inc. | 4400 West 78th St, Suite 520, Minneapolis, MN 55435 | 952.835.1874 | www.apog.com C R E A T I N G P E A K V A L U E Mr. Donald A. Nolan 8248 Seven Mile Dr. Ponte Vedra Beach, FL 32082 Dear Don, On behalf of the Board of Directors (the “Board”) of Apogee Enterprises, Inc. (“Apogee” or the “Company”), I am pleased to offer you employment in the position of Chief Executive Officer (“CEO”). This full-time position will be located in Apogee’s corporate headquarters in Minneapolis, Minnesota, and will report to the Board of Directors of the Company. Your employment as CEO will commence as of the close of business on October 31, 2025 (the “Commencement Date”), and you will continue to serve as CEO until the earlier of (a) the appointment of a Chief Executive Officer of the Company or (b) close of business on October 31, 2026 (the “Term”). The Term may be modified or extended upon approval of the Board. If the Term is extended, any changes to the compensation and benefits set forth herein is subject to approval of the Compensation Committee. In addition to your service as CEO, you will serve as Executive Chair of the Board of the Company (“Chair”). During the Term, you will be required to serve the Company faithfully and to the best of your ability, and to devote your exclusive time, efforts, and attention to your duties and responsibilities as CEO and Executive Chair (exclusive of any period of vacation, sick, disability, or other leave to which you may be entitled). In addition, as an employee of the Company, you will be required to comply with the policies, procedures, and practices of the Company in effect during your employment, including without limitation the Employee Handbook and the Apogee Enterprises, Inc. Code of Business Ethics and Conduct. In consideration of your acceptance of the position of CEO, you will receive the following compensation and benefits: Base Salary During the Term, you will receive an annualized base salary of $925,000.00 (gross) (the “Base Salary”), less applicable deductions for taxes and other withholdings required by law or that the Company believes in good faith it is required to make. The Base Salary will be payable to you consistent with the Company’s normal payroll practices. Travel and Expense Allowance


 
Mr. Donald A. Nolan Page 2 Because the Board is not requiring you to relocate to Apogee’s corporate headquarters in Minneapolis, Minnesota, but does expect you to work from Apogee locations when not traveling for Apogee business needs, you will receive a one-time travel and expense allowance of $100,000 (gross), less applicable deductions for taxes and other withholding the Company believes in good faith it is required to make. Performance Bonus You will be eligible to receive a short-term incentive bonus (the “Performance Bonus”), with a target of 100% of the Base Salary actually paid to you during the Term. The actual award may be subject to Board or the Compensation Committee of the Board discretion, depending on achievement of certain performance goals and business objectives, to be approved by the Board or the Compensation Committee of the Board in the fourth quarter of fiscal 2026 and paid upon the expiration of the Term. The Performance Bonus will be paid to you in a single lump-sum payment, less applicable taxes and withholdings and any other deductions that the Company believes in good faith it is required to make, based on the objectives and criteria selected. Service Award For your service as CEO, you will be granted, with a grant date of the fifth business day following the date of the Company’s first earnings release occurring after the Commencement Date (the “Grant Date”), a one-time award of restricted stock with a value of $1,750,000.00 based on the closing price of the Company’s common stock on the Grant Date (the “Service Award”). The shares of restricted stock granted under the Service Award will vest on the one-year anniversary of the Grant Date (the “Vesting Date”), subject to your continued employment until October 31, 2026, provided that, if the Term ends prior to the Vesting Date, the Service Award will continue to vest as long as you remain a member of the Board through the Vesting Date. The actual terms and conditions of the Service Award will be set forth in and governed by the Company’s current form of time-based restricted stock grant agreement (the “RSA”) and the 2019 Stock Incentive Plan, as Amended and Restated (2021) (the “Plan”). Additional Benefits Also included with this offer: • Apogee medical, dental, life, disability and long-term care insurance • Apogee 401(k) retirement plan • Executive deferred compensation program • Employee stock purchase plan • Flexible spending plan • Executive paid time off program


 
Mr. Donald A. Nolan Page 3 • Annual executive physical of up to $3,000/year • Annual financial planning benefit of up to $2,000/year For the avoidance of doubt, you will receive no other compensation for your service on the Board, including as Chair, during the Term. Any such compensation will resume upon the expiration of the Term, provided that you remain a member of the Board after the expiration of the Term. You will be solely responsible for any tax filings and payments of taxes associated with your employment, without any gross-up or additional compensation from the Company, provided that the Company will withhold taxes at what it determines to be appropriate rates and in what it determines to be appropriate jurisdictions based on the information available to the Company. You understand and agree that any such withheld taxes shall be deemed to have been paid in full to you as part of your compensation hereunder. This offer letter is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistently with such intent. The payments to you pursuant to this offer letter are also intended to be exempt from Section 409A of the Code to the maximum extent possible as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). To the extent the timing of any amount of nonqualified deferred compensation payable under this offer letter, is determined by reference to your “termination of employment,” such term will be deemed to refer to your “separation from service” within the meaning of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this offer letter or any other arrangement between you and the Company during the six-month period immediately following the your separation from service shall instead be paid on the first business day after the date that is six months following your separation from service (or, if earlier, your date of death). For purposes of Section 409A of the Code, each payment made under this offer letter, including each installment payment, shall be treated as a separate payment. In the event the terms of this offer letter would subject you to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and you will cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible, provided that in no event will the Company be responsible for any such 409A Penalties and the Company makes no representation or warranty regarding the applicability of Section 409A to any payments made to you under this offer letter.


 
Mr. Donald A. Nolan Page 4 No Conflicting Obligations You represent that (a) your acceptance of employment under the terms set forth in this offer letter and the performance of your duties as CEO will not conflict with any contractual or other obligations which you may owe to any former employer or third parties; and (b) the performance of your duties will not require the disclosure of confidential information you acquired in confidence or trust prior to your employment with the Company, other than in your capacity as a member of the Board. Other Conditions If you accept employment, your signature below indicates that you understand that your employment is “at will,” which means that either the Company or you may terminate your employment at any time, for any reason, and with or without notice, subject only to the terms of this offer letter and the applicable Service Award grant agreement. In addition, you will be required to provide documentation on your first day of employment to establish your identity and eligibility to work in the United States, as required by federal law. This offer letter sets forth the entire understanding of you and the Company with respect to the offer of employment as CEO of the Company. If you agree with the terms set forth in this Offer Letter, please sign and date below to acknowledge your acceptance of this offer of employment. Don, we are very confident your skills and experience will be a tremendous benefit to the Company during the Term. Should you have any questions or if you would like to discuss the offer letter, please do not hesitate to call me. Sincerely, /s/Patricia K. Wagner Patricia K. Wagner Chair of the Compensation Committee Apogee Enterprises, Inc. Board of Directors Acknowledgment and Acceptance of Terms: /s/Donald A. Nolan Donald A. Nolan 11/5/25 Date


 
EX-99.1 4 exhibit991.htm EX-99.1 exhibit991
Apogee Enterprises Announces CEO Transition October 31, 2025 MINNEAPOLIS--(BUSINESS WIRE)--Oct. 31, 2025-- Apogee Enterprises, Inc. (Nasdaq: APOG) announced today that Apogee Enterprises’ Independent Chair Donald A. Nolan has been appointed as the Company’s Chief Executive Officer, effective October 31, 2025. Mr. Nolan succeeds Ty R. Silberhorn, who departs from his role as Chief Executive Officer and as a member of the Board as of October 31, 2025. In connection with his appointment as Chief Executive Officer, Mr. Nolan will become Executive Chair of the Board. Board member Patricia K. Wagner has been appointed the Company’s Independent Lead Director. The Board of Directors will immediately begin the process of evaluating internal and external CEO succession candidates. “On behalf of the Board, I want to extend our sincere gratitude to Ty for his leadership and dedication throughout his tenure,” said Mr. Nolan. Mr. Silberhorn commented, “It has been an honor and privilege to lead Apogee for nearly five years. I am proud of the progress the Company has made and look forward to continued long-term success for Apogee.” Mr. Nolan brings decades of leadership experience, a deep understanding of the Company, and a demonstrated ability to build high-performing businesses. He joined Apogee’s Board in 2013 and was named Chairman in 2020. He served as the Chief Executive Officer of Kennametal Inc., from 2014 to 2016, and was President of the Materials Group for Avery Dennison Corporation from 2008 to 2014. In addition, Mr. Nolan has served as a director for a number of privately held growth-oriented companies. “I’m excited to continue fostering a growth-oriented culture at Apogee and confident in our ability to unlock strategic opportunities that can drive long-term value creation for shareholders,” added Mr. Nolan. “We will remain focused on delivering exceptional performance for our customers and employees.” The Company is reaffirming its fiscal 2026 outlook for net sales of $1.39 billion to $1.42 billion and adjusted diluted EPS of $3.60 to $3.90. About Apogee Enterprises, Inc. Apogee Enterprises, Inc. (Nasdaq: APOG) is a leading provider of architectural building products and services, as well as high-performance coated materials used in a variety of applications. For more information, visit www.apog.com. Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should” and similar expressions are intended to identify “forward-looking statements.” These statements reflect Apogee management’s expectations or beliefs as of the date of this release. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements are subject to significant risks that could cause actual results to differ materially from the expectations reflected in the forward-looking statements. More information concerning potential factors that could affect future financial results is included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 1, 2025, and in subsequent filings with the U.S. Securities and Exchange Commission. View source version on businesswire.com: https://www.businesswire.com/news/home/20251031941651/en/ Jeremy Steffan Vice President, Investor Relations & Communications 952.346.3502 ir@apog.com Source: Apogee Enterprises, Inc. EXHIBIT 99.1