DEF 14A of Patrick Industries Inc
Filed Mar 30, 2026 · FY20250000076605-26-000034
Aligning Pay to Differentiated Performance
Aligning Pay to Differentiated Performance Our leaders understand and are motivated to meet key metrics that drive growth, profitability and ultimately shareholder value in both the short and long term. Our Compensation Committee recommends compensation decisions to the Board which support this philosophy. The plan design is brought to life through understanding each compensation element and the impact of the individual’s and the team’s performance as outlined below. Each compensation component, relative to peer group and general industry data, supports our philosophy of rewarding differentiated performance by emphasizing each executive’s variable pay elements. •Base Salary, though lower than peer base compensation, is designed in alignment with the philosophy of focusing on performance-dependent variable pay. •The annual Short-Term Cash Compensation Plan provides for enhanced payouts for performance above plan up to a maximum of 200% of target compensation at 115% of plan and incorporates a threshold payout of 50% of target compensation at 75% of plan. •The annual Long-Term Incentive Compensation Plan is designed to drive the executive’s focus on long-term profitability through both organic and inorganic growth over a three-year award performance period. This equity plan is also designed to motivate leadership to perform above plan with a maximum payout of 200% of target compensation at 120% of plan and a threshold payout of 50% of target compensation at 80% of plan.
team’s compensation to
| Compensation Element | Percentile Positioning vs. Peer Proxy and General Industry Data | | Base Salary | 25th - 50th | | Short-Term Incentive | 50th - 75th | | Total Target Cash | 50th - 75th | | Long-Term Incentive | 25th - 50th | | Total Target Compensation | 50th - 75th |
Election Of Directors
Election Of Directors There are nine nominees for election to the Board, all of whom are current members of our Board. Each of the following nominees was elected to his or her present term of office at the Annual Meeting of Shareholders held on May 15, 2025. Each of the nominees at the 2026 Annual Meeting will be elected to hold office until the 2027 Annual Meeting or until their successors are duly elected and qualified. It is intended that the proxies will be voted for the nominees listed below, unless otherwise indicated on the proxy form. It is expected that these nominees will serve, but, if for any unforeseen cause any such nominee should decline or be unable to serve as a director, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the proxies. The Board does not anticipate that any nominee will be unable or unwilling to serve. The Board of Directors recommends shareholders vote FOR the election of the nominees to the Board of Directors.
Election Of Directors
| 2025 Board Composition and Governance Highlights | | | | | Size of Board | 9 | Diverse Board Committee Chairs | ✓ | | Average Age (in years) of Directors | 61 | Independent Directors Meet Without Non- Independent Directors Present | ✓ | | Number of Independent Directors | 7/9 | Board Orientation and Continuing Education | ✓ | | Directors that are Gender or Racially/ Ethnically Diverse | 22% | Board-level Oversight of Environmental, Social & Governance (ESG) Matters | ✓ | | Audit Committee Expertise | 56% | Annual Review of Committee Charters, Code of Ethics & Governance Guidelines | ✓ | | Average Tenure (in years) on Board | 10.8 | Succession Planning | ✓ | | Lead Independent Director | ✓ | Sustainability Reporting Framework: SASB | ✓ | | Annual Election of All Directors | ✓ | | |
Election Of Directors
6 The board of directors unanimously recommends a vote FOR each of the nine nominees.
Nominees
Nominees
for Election
for Election
for Election
| | Biography Blake W. Augsburger, age 62, is the founder and has served as Chief Executive Officer of LEA Professional since 2019, a global supplier of audio amplifiers and digital signal processing solutions for the Professional, Commercial, and Residential A/V markets. Prior to that, Mr. Augsburger held leadership positions at Harman International Industries, Inc., including Executive Vice President, President of the Harman Professional Division, and North America's Country Manager from 2006 to 2016, and President of Crown International from 2001 to 2006. Mr. Augsburger has served as a director of Lakeland Financial Corporation ("Lakeland") since 2011 and as the lead director since 2023. Mr. Augsburger has been a member of Lakeland's Compensation Committee since 2011 and chairman of Lakeland's Governance Committee since 2018. | | Blake W. Augsburger Age 62 Director since 2025 Committees Audit • Compensation Other Public Board Directorships Lakeland Financial Corporation | | | | Qualifications Mr. Augsburger has extensive experience with strategic planning, sales and marketing, manufacturing and new product development, acquisitions, and operations and risk management. He has been determined by our Board to be an "audit committee financial expert" under the rules and regulations of the Securities and Exchange Commission (the "SEC"). |
for Election
| | Biography Natalie A. Brown, 55, was the Chief Executive Officer of Mesirow Financial Holdings, Inc. ("Mesirow") from July 2022 to July 2025 and a Senior Advisor of Mesirow from July 2025 to March 2026. Prior to that, Ms. Brown was President of Mesirow from April 2021 to July 2022 and Chief Financial Officer from August 2018 to April 2021. She served on Mesirow’s Board of Directors from 2019 to July 2025 and was a member of Mesirow's Audit Committee from 2018 to July 2025. She also held various leadership positions within finance and accounting at Nuveen Investments from 1999 to 2018. | | | Qualifications Ms. Brown has extensive experience in banking, finance and auditor relations, organizational development, succession planning and talent identification, acquisitions, and strategic planning. She has been determined by our Board to be an "audit committee financial expert" under the SEC's rules and regulations. | | Natalie A. Brown Age 55 Director since 2025 Committees Audit • Corporate Governance and Nominations | |
for Election
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for Election
| | Biography Joseph M. Cerulli, age 66, has been employed by Tontine Associates, LLC, an investment management firm (together with its affiliates, “Tontine”), since January 2007. | | | Qualifications Mr. Cerulli possesses extensive knowledge with respect to business operations, strategic planning, financial and investment matters, including investment banking, capital markets, and mergers and acquisitions strategy. He has been determined by our Board to be an “audit committee financial expert” under the SEC's rules and regulations. | | Joseph M. Cerulli Age 66 Director since 2008 Committees Corporate Governance and Nominations (Chair) • Audit | |
for Election
| | Biography Todd M. Cleveland, age 58, previously served as Chairman of the Board from January 2023 to May 2024 and Executive Chairman of the Board from January 2020 to December 2022. Prior to that, Mr. Cleveland was Chairman of the Board from May 2018 to December 2019 and our Chief Executive Officer from February 2009 to December 2019. Mr. Cleveland was President of the Company from May 2008 to December 2015 and Chief Operating Officer of the Company from May 2008 to March 2013. Mr. Cleveland has served as a Director of IES Holdings, Inc. (“IES”) from 2017 to present, and he has been the Chairman of IES’ Human Resources and Compensation Committee since February 2019 and a member of IES’s Audit Committee since February 2021. | | Todd M. Cleveland Age 58 Director since 2008 Committees None Other Public Board Directorships IES Holdings, Inc. | | | | Qualifications Mr. Cleveland has over 35 years of RV, marine, manufactured housing, and industrial experience in various operating capacities. He also has extensive knowledge of our Company and the industries to which we sell our products. Mr. Cleveland’s experience includes management development and leadership, acquisitions, strategic planning, finance and capital allocation, and the manufacturing and sales of our products. |
for Election
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for Election
| | Biography John A. Forbes, age 66, has been a partner with Full Sails LLC, a firm engaged in strategic business consulting, since June 2017. In addition, Mr. Forbes served as the interim Chief Financial Officer of our Company from June 2020 to November 2020. Previously, Mr. Forbes was the President of Utilimaster, a business unit of Shyft Group (formerly known as Spartan Motors USA, Inc.), from July 2010 to June 2017. Prior to that time, he was the Chief Financial Officer of Utilimaster from May 2009 to July 2010, the Chief Financial Officer of Nautic Global Group, LLC from 2007 to 2009 and the Chief Financial Officer of Adorn, LLC from 2003 to 2007. Mr. Forbes served as a director of Chase Packaging Corporation from March 2019 to April 2025. | | John A. Forbes Age 66 Director since 2011 Lead Independent Director since 2024 Committees Compensation • Corporate Governance and Nominations | | | | Qualifications Mr. Forbes has over 39 years of experience in serving various manufacturing industries, having held senior financial leadership roles. Mr. Forbes also has extensive experience with operations and talent management, acquisitions, strategic planning, risk management and banking relations. |
for Election
| | Biography Michael A. Kitson, age 67, served as a fractional Chief Financial Officer at Ascent CFO Solutions, a provider of outsourced financial and accounting services, from May 2022 to March 2023. Prior to that time, Mr. Kitson served as the Chief Financial Officer of oVertone Haircare, Inc. from July 2018 through January 2022. Previously, Mr. Kitson was a principal with AVL Growth Partners, a firm that provides Chief Financial Officer and other financial advisory services, from March 2017 to July 2018. Prior to that, Mr. Kitson was the Chief Financial Officer of MikaTek, Ltd. from January 2016 to July 2016, the Chief Executive Officer of SharpShooter Imaging from March 2015 to January 2016, the Chief Executive Officer of Nautic Global Group (“Nautic”) from March 2011 to October 2013, and the Chief Financial Officer of Nautic from August 2010 to March 2011. | | Michael A. Kitson Age 67 Director since 2013 Committees Audit (Chair) • Compensation | | | | Qualifications Mr. Kitson has over 39 years of experience in serving various manufacturing industries in senior financial leadership roles. Mr. Kitson also has extensive experience with corporate and operations management, finance and capital allocation, strategic planning and risk management. He has been determined by our Board to be an “audit committee financial expert” under the SEC’s rules and regulations. |
for Election
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for Election
| | Biography Andy L. Nemeth, age 57, has been the Chairman of the Board since May 2024 and the Company’s Chief Executive Officer since January 2020. Prior to that time, Mr. Nemeth was the President from January 2016 to July 2021, Executive Vice President of Finance and Chief Financial Officer from May 2004 to December 2015, and Secretary-Treasurer from 2002 to 2015. He was also the Vice President of Finance and Chief Financial Officer from 2003 to 2004. Mr. Nemeth has served as a director of Standex International Corporation ("Standex") from October 2025 to present, and has been a member of Standex's Compensation Committee and Audit Committee since October 2025. | | Andy L. Nemeth Age 57 Director since 2006 Committees None Other Public Board Directorships Standex International Corporation | Qualifications Mr. Nemeth has over 34 years of RV, marine, manufactured housing, and industrial experience in various financial and managerial capacities. Mr. Nemeth also has particular knowledge of our Company and the industries to which we sell our products and has extensive experience with corporate management, development and leadership, acquisitions, strategic planning, risk management, capital allocation, and banking and finance relations. |
for Election
| | Biography Denis G. Suggs, age 60, has been the Chief Executive Officer of LCP Transportation, LLC, a non-emergency medical transportation company, since February 2020. Prior to that, Mr. Suggs was the President and Chief Executive Officer of Strategic Materials Corp. from March 2014 to January 2020 and also served as Chairman from 2017 to 2020. Prior to that time, Mr. Suggs was the Global Executive Vice President of Belden, Inc. from 2009 to 2013 and the President of the Americas Division / Vice President of Belden, Inc. from 2007 to 2009. Mr. Suggs has served as a director of Smith & Wesson Brands, Inc. and has been a member of the Audit Committee from May 2021 to present. He has been the Chairman of Smith & Wesson's Nominations and Corporate Governance Committee since 2023. | | Denis G. Suggs Age 60 Director since 2019 Committees Compensation (Chair) • Corporate Governance and Nominations Other Public Board Directorships Smith & Wesson Brands, Inc. | | | | Qualifications Mr. Suggs has over 27 years of experience in leading complex global businesses, having also held senior financial executive leadership roles with Danaher Corporation and Public Storage Corporation. Mr. Suggs also has extensive experience with corporate and operations management, strategic planning, mergers and acquisitions and risk management. Mr. Suggs served as a director of the Education Corporation of America from 2015 to 2018 and of Strategic Materials, Inc. and the Glass Packaging Institute from 2014 to 2020. |
for Election
10
for Election
| | Biography M. Scott Welch, age 66, has been the President and Chief Executive Officer of Welch Packaging Group, a large independently owned corrugated packaging company, since 1985. Prior to establishing Welch Packaging Group, he worked at Northern Box, Performance Packaging and Elkhart Container. Mr. Welch has served as a director of Lakeland Financial Corporation from 1998 to present and a member of the Compensation Committee since 2012, and he was Lakeland’s lead independent director from 2012 to 2019. He has also served as a trustee of DePauw University since 2005. | | M. Scott Welch Age 66 Director since 2015 Committees Audit • Corporate Governance and Nominations Other Public Board Directorships Lakeland Financial Corporation | Qualifications Mr. Welch has over 44 years of experience in the packaging industry and has extensive experience in sales, marketing, acquisitions, organizational development, strategic planning, finance and capital allocation. He has been determined by our Board to be an “audit committee financial expert” under the SEC’s rules and regulations. |
for Election
The board of directors unanimously recommends a vote FOR the director nominees. 11
Compensation
| Name | Fees Earned Or Paid In Cash (2) | Stock Awards (3) | Other Compensation (4) | Total | | Blake W. Augsburger | $64,200 | $150,041 | $2,191 | $216,432 | | Natalie A. Brown | 64,200 | 150,041 | 2,191 | 216,432 | | Joseph M. Cerulli | 110,000 | 150,041 | 2,938 | 262,979 | | Todd M. Cleveland | 95,000 | 150,041 | 2,938 | 247,979 | | John A. Forbes | 120,000 | 150,041 | 2,938 | 272,979 | | Michael A. Kitson | 115,000 | 150,041 | 2,938 | 267,979 | | Pamela R. Klyn (1) | 45,000 | — | 747 | 45,747 | | Derrick B. Mayes (1) | 45,000 | — | 747 | 45,747 | | Denis G. Suggs | 110,000 | 150,041 | 2,938 | 262,979 | | M. Scott Welch | 95,000 | 150,041 | 2,938 | 247,979 |
Compensation Committee
Compensation Committee The Board has a Compensation Committee for which Denis G. Suggs serves as Chairman. The Compensation Committee met five times in 2025. The Compensation Committee has a charter, which sets forth the responsibilities of the Compensation Committee, which include: •Reviewing and recommending to the independent members of the Board the overall compensation programs for the officers of the Company; •Oversight authority to attract, develop, promote and retain qualified senior executive management; and •Oversight authority for the stock-based compensation programs. In its oversight of executive officer compensation, the Compensation Committee seeks assistance from Company management and the Company's independent compensation consultant, Willis Towers Watson, as further described below under the heading “Compensation Discussion and Analysis.” Willis Towers Watson’s fees are approved by the Compensation Committee. Willis Towers Watson provides the Compensation Committee with data about the compensation paid by our peer group and industry benchmark groups, updates the Compensation Committee on new developments in areas that fall within the Compensation Committee’s scope and is available to advise the Compensation Committee regarding all of its responsibilities, including best practices, market trends in executive compensation, and pay versus performance disclosures. Our Compensation Committee has assessed the independence of Willis Towers Watson pursuant to SEC and NASDAQ listing rules and determined that their work did not give rise to any conflicts of interest. The Board has determined each of the current members of the Compensation Committee, as of the date of this Proxy Statement, is independent as defined in the NASDAQ listing standards and our Corporate Governance Guidelines. 13
Non-Equity Incentive Plan Compensation (Short-Term Incentive Plan)
Non-Equity Incentive Plan Compensation (Short-Term Incentive Plan) The 2025 Short-Term Incentive Plan (“STIP”) was designed to reward the CEO and each of the other NEOs for differentiated incremental performance against the net income of the plan year (net of 2025 acquisitions) and achievement of individual performance goals for each NEO. The STIP is designed to be 100% variable, performance dependent, pay-at-risk. Assuming target performance, the net income metric performance accounts for 70% of the performance payout and each NEO’s personal strategic objectives account for 30% of the performance payout, allowing for differentiation of each NEO’s individual contributions to the performance of the Company. STIP compensation may range from 0% to 200% of the established target. If the NEO's individual performance rating was below the threshold performance rating, such NEO would not be eligible for a STIP award regardless of the Company's performance. If the Company’s net income (net of acquisitions) performance was below the established Company performance threshold, no NEO would be eligible for a STIP award regardless of the NEO's individual performance. The STIP threshold, target, stretch and maximum performance levels for both net income (net of 2025 acquisitions) and personal performance and related payouts are noted below for reference.
Company Performance (70% of Target Performance Payout)
Company Performance (70% of Target Performance Payout)
Company Performance (70% of Target Performance Payout)
| Net Income Performance | Performance To Plan (%) | Payout (%) | | Less Than Threshold | <75% | -% | | Threshold | 75 | 50 | | Target (Plan) | 100 | 100 | | Stretch | 110 | 175 | | Maximum | 115 | 200 |
NEO Individual Performance (30% of Target Performance Payout)
NEO Individual Performance (30% of Target Performance Payout)
NEO Individual Performance (30% of Target Performance Payout)
| Personal Performance | Performance Rating (0-5 Scale) | Payout (%) | | Less Than Threshold | <2.5 | -% | | Threshold | 2.5 | 50 | | Target (Plan) | 3.5 | 100 | | Stretch | 4.4 | 175 | | Maximum | 5.0 | 200 |
NEO Individual Performance (30% of Target Performance Payout)
The STIP target amount for the CEO and each of the other NEOs is designed to align to the 50th to 75th percentile range of established peer group and general industry pay percentiles.
NEO Individual Performance (30% of Target Performance Payout)
| Executive | 2025 Target STIP | Fixed Or Variable Pay | | CEO | $1,800,000 | Variable Pay | | All Other NEOs Combined (1) | 3,200,000 | Variable Pay |
NEO Individual Performance (30% of Target Performance Payout)
(1)All other NEOs comprised of Messrs. Rodino, Roeder, Gonzalez, and Duthie. 22
Long-Term Incentive Plan Compensation (Long-Term Incentive Plan)
Long-Term Incentive Plan Compensation (Long-Term Incentive Plan) The 2025 Long-Term Incentive Plan (“LTIP”) was designed to reward the NEOs for sustained, long-term performance while providing opportunity for incremental reward for differentiated performance against the Company’s three-year cumulative earnings before interest, taxes, depreciation and amortization (“EBITDA”) plan. The target value of the LTIP is awarded in Restricted Stock Units ("RSUs"). The design of the LTIP creates 80% of the target value of the award in the form of performance-dependent variable pay and 20% in the form of retentive, time-based compensation with three-year cliff vesting. The LTIP threshold, target, stretch and maximum performance levels for three-year cumulative EBITDA and related payouts are noted below for reference.
Long-Term Incentive Plan Compensation (Long-Term Incentive Plan)
| 3-Year Cumulative EBITDA | Performance To Plan (%) | Payout (%) | | Less Than Threshold | <80% | -% | | Threshold | 80 | 50 | | Target (Plan) | 100 | 100 | | Stretch | 110 | 150 | | Maximum | 120 | 200 |
Long-Term Incentive Plan Compensation (Long-Term Incentive Plan)
The LTIP target amount for the CEO and each of the other NEOs is designed to align to the 25th to 50th percentile range of peer and general industry pay percentiles. The table below outlines the target LTIP amount for the CEO and all the other NEOs combined.
Long-Term Incentive Plan Compensation (Long-Term Incentive Plan)
| Executive | 2025 Target LTIP | Performance (80%) | Time (20%) | | CEO | $3,900,000 | $3,120,000 | $780,000 | | All Other NEOs Combined (1) | 3,975,000 | 3,180,000 | 795,000 |
Long-Term Incentive Plan Compensation (Long-Term Incentive Plan)
(1)All other NEOs comprised of Messrs. Rodino, Roeder, Gonzalez, and Duthie.
Benchmark Sources and Fiscal Year 2025
Benchmark Sources and Fiscal Year 2025
Peer Group
Peer Group An important factor in establishing the 2025 Executive Compensation Plan is the external market for comparable roles. The Compensation Committee utilizes a benchmark peer group for purposes of market comparison to our executive compensation packages based on our general guidelines and as described under "Plan Components." Based on the data utilized from an index of General Industry companies provided by the Central Data Base Survey of Willis Towers Watson, our independent Compensation Committee consultant, there were no changes made by the Compensation Committee to the benchmark peer group for the period ended December 31, 2025 (as compared to the 2024 peer group). We believe the following companies listed represent an effective comparator group of similar size with similar scope of revenue and market capitalization. American Woodmark Corporation Apogee Enterprises, Inc. Brunswick Corporation Cavco Industries, Inc. EnPro Industries, Inc. Hyster-Yale Materials Handling, Inc. LCI Industries, Inc. Modine Manufacturing Company Mueller Industries, Inc. Polaris, Inc. Thor Industries, Inc. UFP Industries, Inc. Wabash National Corporation Winnebago Industries, Inc. 25
Base Salary
Base Salary The Compensation Committee reviews and approves the base salaries of the NEOs each year, as well as at the time of promotion, change in job responsibilities or any other change deemed to be a material event. Base salaries are generally set during the first quarter of each year. The Compensation Committee sets the salary for the CEO and approves the base salaries for the other NEOs and other executive officers based on recommendations by the CEO. When determining base salary adjustments for its NEOs, the Compensation Committee considers a combination of (i) peer group data, (ii) market data, including industry norms and benchmarking data from companies of similar size and scope and (iii) outstanding Company and individual performance. In general, the Compensation Committee targets the 25th to 50th percentile of the Company’s peer group in determining base salaries.
Non-Equity Incentive Plan Awards
Non-Equity Incentive Plan Awards The short-term incentive portion of the 2025 Executive Compensation Plan or "STIP" consists of annual non-equity incentive plan awards, which are reviewed and approved each year and are based on the Company’s financial results and the individual’s performance against defined objectives. Several key components were considered in the development of the 2025 STIP to align the 2025 STIP with shareholder interest by measuring the Company’s financial performance and the individual’s performance in support of the Company’s short- and long-term strategies. The components are noted on page 21. 26 The STIP metric components for 2025 are as follows:
Non-Equity Incentive Plan Awards
| 2025 STIP Award Component ($ in millions) | Threshold Performance | Target Performance | Maximum Performance | | Company Performance (Net Income) (1) | $139.2 | $185.6 | $213.4 | | Individual Rating | 2.5 | 3.5 | 5.0 | | Payout as a Percentage of Target Award | 50% | 100% | 200% |
Non-Equity Incentive Plan Awards
(1)All net income targets are net of the contributions of 2025 acquisitions and certain one-time and non-recurring charges and credits. The Company achieved adjusted fiscal 2025 net income of $155.6 million (net of 2025 acquisitions and non-recurring charges and credits) which equated to 84% of the target Company performance. When combined with the individual performance rating for each NEO, the actual STIP award payouts for 2025 were as follows:
Non-Equity Incentive Plan Awards
| Name / Benefit | 2025 Base Salary (1) | Target Award As % Of Base Salary (2) | Target STIP Award | Actual Award Amount As % Of Target Award | Actual 2025 STIP Award Payout | | Andy L. Nemeth | $900,000 | 200% | $1,800,000 | 80% | $1,441,620 | | Jeffrey M. Rodino | 600,000 | 167% | 1,000,000 | 79% | 790,000 | | Andrew C. Roeder | 500,000 | 150% | 750,000 | 76% | 570,750 | | Hugo E. Gonzalez | 500,000 | 180% | 900,000 | 88% | 788,310 | | Joel D. Duthie | 525,000 | 105% | 550,000 | 80% | 440,495 |
Non-Equity Incentive Plan Awards
(1)The 2025 base salary for each of the NEOs reflects the base salary in effect as of April 2025. (2)The target award as a percentage of base salary for the NEOs was determined by the Compensation Committee and applied to the base salary in effect as of April 2025. The target award as a percentage of base salary was established for each NEO in 2025 in alignment with the Company’s “pay-for- differentiated-performance” philosophy, market competitive positions for earned payout, and further enhancement of the pay-at-risk for each NEO. While these targets were used in fiscal year 2025, the Compensation Committee reserves the right to modify, cancel, change, or reallocate any components of this calculation or criteria at any time. Each NEO’s individual performance rating takes into account strategic performance objectives in assessing the personal performance of the NEOs named in the Summary Compensation Table for 2025. The strategic objectives are specific for each NEO and are linked to the Company’s strategic plan and that year’s organizational strategic agenda. The NEOs, other than Mr. Nemeth, initially developed their own individual objectives for the plan year which were then reviewed and approved by the CEO. Mr. Nemeth developed his objectives as CEO for the plan year which were reviewed and approved by the Board. In assessing the NEOs’ individual performance, the Compensation Committee is provided with detailed quantitative and qualitative documentation substantiating individual performance against each individual objective. The Compensation Committee looks to the CEO’s performance assessments of the other NEOs and his recommendations regarding a performance rating for each, as well as input from the non-management Board members. These recommendations may be adjusted by the Compensation Committee prior to finalization. The personal performance assessment of our CEO is determined by the Compensation Committee with input from members of the Board.
Long-Term Equity Incentive Plan
Long-Term Equity Incentive Plan We believe long-term incentive compensation represents an important and appropriate motivational tool to achieve certain long-term Company goals and closely align the interests of our management team with those of our shareholders. Our executive officers participate in our Long-Term Incentive Plan or "LTIP" as a result of their ability to make a significant contribution to the Company’s financial performance, their level of responsibility, their ability to meet performance objectives and their leadership potential and execution. In 2025, the Compensation Committee adopted a Board approved “pay-for-differentiated-performance” based Long-Term Incentive Plan (“2025 LTIP”) for each of the NEOs. The 2025 LTIP utilizes a long-term incentive target award, which is established as a percentage of base compensation for each of the NEOs. The target award is comprised of a restricted share award (80% of which is Company performance-contingent and 20% of which is time-based contingent). In determining the number of shares comprising the 2025 LTIP award, the target value of the restricted share component is divided by the stock price per share as established by the Board for the particular plan year, reflecting the stock price on the 27 date of grant ($96.01 for the 2025 LTIP award) which was the closing stock price on January 28, 2025. The awarded target shares vest over a three-year period as follows: •Time-based contingent shares cliff vest at the conclusion of the three-year service period from the grant date. •Performance-contingent shares are earned based on the achievement of the three-year cumulative Company EBITDA performance (2025 to 2027) against a target from 0% up to a maximum payout of 200% of target. The 2025 LTIP further reflects the Company’s “pay-for-differentiated-performance” philosophy through its upside potential for performance in excess of target levels. For 2025, the target as a percentage of base compensation was increased from the 2024 LTIP for all NEOs, with the exception of Mr. Roeder, in alignment with the Company’s “pay-for-differentiated-performance” philosophy, anticipated conditions in the Company’s end markets, market competitive positions for earned payout, and the increased component of the pay-at-risk compensation for each NEO. The table below shows a sample calculation of 2025 LTIP award components:
Long-Term Equity Incentive Plan
| Base Salary | Target Award As A % Of Base Salary | Target Award 1,250 Restricted Shares @ $96.01 Per Share) | Restricted Shares Target Award: Performance-Contingent (80%) (Shares @ $96.01 Per Share) | Restricted Shares Target Award: Time-Based Contingent (20%) (Shares @ $96.01 Per Share) | | $400,000 | 30% | $120,000 | 1,000 | 250 |
Long-Term Equity Incentive Plan
The 2025 LTIP award is divided into (i) restricted shares with time-based contingent vesting (“Time-Based Contingent Shares”) and (ii) restricted shares with performance-based vesting (“Performance-Contingent Shares”). The Compensation Committee believes the use of Time-Based Contingent Shares and Performance-Contingent Shares aligns the NEO's focus with the Company’s long-term financial performance objectives and provides that a significant retention value of the granted equity is maintained for each NEO. The threshold, target, stretch and maximum performance metrics for the 2025 LTIP are outlined below:
Long-Term Equity Incentive Plan
| Plan Component | Threshold EBITDA Performance (1) Payout As % Of Target | Target EBITDA Performance (1) Payout As % Of Target | Stretch EBITDA Performance (1) Payout As % Of Target | Maximum EBITDA Performance (1) Payout As % Of Target | | Time-Based Contingent Shares | 100% | 100% | 100% | 100% | | Performance- Contingent Shares | 50% | 100% | 150% | 200% |
Long-Term Equity Incentive Plan
(1)The Company EBITDA performance is measured as the cumulative EBITDA achieved in 2025, 2026 and 2027. The target 2025 LTIP award components for the NEOs, as approved by the Board in January 2025, were as follows:
Long-Term Equity Incentive Plan
| Name | Total Target Award As % Of Base Salary | Total Target Award ($) | Total Target Award (Shares) | Target Time-Based Contingent Share Award (Shares) | Target Performance- Contingent Share Award (Shares) | | Andy L. Nemeth | 433% | $3,900,000 | 40,621 | 8,124 | 32,497 | | Jeffrey M. Rodino | 258% | 1,550,000 | 16,145 | 3,229 | 12,916 | | Andrew C. Roeder | 150% | 750,000 | 7,812 | 1,562 | 6,250 | | Hugo E. Gonzalez | 200% | 1,000,000 | 10,416 | 2,083 | 8,333 | | Joel D. Duthie | 129% | 675,000 | 7,031 | 1,406 | 5,625 |
Long-Term Equity Incentive Plan
28 Individual NEO threshold, target, stretch and maximum payouts in shares for each long-term incentive component of the 2025 LTIP are outlined below:
Long-Term Equity Incentive Plan
| Name | Threshold EBITDA Performance Component Award (Shares) | Target EBITDA Performance Component Award (Shares) | Stretch EBITDA Performance Component Award (Shares) | Maximum EBITDA Performance Component Award (Shares) | | Time-Based Contingent Shares (1) (2) | | | | | | Andy L. Nemeth | 8,124 | 8,124 | 8,124 | 8,124 | | Jeffrey M. Rodino | 3,229 | 3,229 | 3,229 | 3,229 | | Andrew C. Roeder | 1,562 | 1,562 | 1,562 | 1,562 | | Hugo E. Gonzalez | 2,083 | 2,083 | 2,083 | 2,083 | | Joel D. Duthie | 1,406 | 1,406 | 1,406 | 1,406 | | Performance-Contingent Shares (1) | | | | | | Andy L. Nemeth | 16,249 | 32,497 | 48,746 | 64,994 | | Jeffrey M. Rodino | 6,458 | 12,916 | 19,374 | 25,832 | | Andrew C. Roeder | 3,125 | 6,250 | 9,375 | 12,500 | | Hugo E. Gonzalez | 4,167 | 8,333 | 12,500 | 16,666 | | Joel D. Duthie | 2,813 | 5,625 | 8,438 | 11,250 |
Long-Term Equity Incentive Plan
(1)Represents the number of shares for the threshold, target, stretch and maximum payouts for the Time-Based Contingent Shares and Performance-Contingent Shares for the 2025 LTIP award. (2)The Time-Based Contingent Shares cliff vest at the conclusion of the required three-year service period. The Company records the estimated compensation expense over the life of the LTIP performance period in alignment with the Company's LTIP target payout (100%) and adjusts its estimates on a periodic basis, if needed. The NEOs have voting rights with respect to all of the shares as of the date of grant and the shares will be returned to the Company in the event that performance targets or time-based vesting requirements are not achieved. The actual payout under the 2025 LTIP for all the NEOs will be determined at the conclusion of the three-year performance period ending on December 31, 2027 (the third year in the cumulative EBITDA performance measurement period) and payment of the award will be settled in stock. Dividends on unvested shares are held in escrow by the Company and are paid in cash when the shares become fully vested. See “Potential Payments Upon Termination or Upon a Change of Control” for a discussion of amounts payable to each of the NEOs upon termination, a change of control, or due to death or disability. 29
Performance and Retention - 2025 Stock Option and Stock Appreciation Rights Grants
Performance and Retention - 2025 Stock Option and Stock Appreciation Rights Grants In fiscal 2025, the Compensation Committee granted Long-Term Incentive Grants under the 2009 Omnibus Incentive Plan (the "2025 Grants") to each NEO in recognition of the Company's new five-year strategic plan commencing in fiscal 2025 and the NEOs' performance and proven leadership and in an effort to retain their employment with the Company. Each 2025 Grant is comprised of stock options and stock appreciation rights ("SARs") to align the 2025 Grants with shareholder interests of performance, growth and stock price appreciation. The SARs may be settled in shares of common stock or, at the sole discretion of the Board, in cash. Unvested options and SARs are subject to forfeiture if the NEO's employment with the Company is terminated prior to vesting. 2025 Grants: Stock Options The exercise price of the stock options is $92.72 per share. The stock options vest pro-rata over a four-year period and have nine-year terms.
Performance and Retention - 2025 Stock Option and Stock Appreciation Rights Grants
| Name | Stock Option Grants (shares) | | Andy L. Nemeth | 84,360 | | Jeffrey M. Rodino | 42,180 | | Andrew C. Roeder | 6,750 | | Hugo E. Gonzalez | 29,530 | | Joel D. Duthie | 4,220 |
Performance and Retention - 2025 Stock Option and Stock Appreciation Rights Grants
2025 Grants: SARs The SARs are divided into four tranches as noted in the table below, vest pro-rata within each of the four tranches over a four-year period, and have nine-year terms.
Performance and Retention - 2025 Stock Option and Stock Appreciation Rights Grants
| Name | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | Total SARs | | Exercise Price of SARs | $92.72 | $110.76 | $132.31 | $158.05 | | | SARs (shares) per tranche by NEO: | | | | | | | Andy L. Nemeth | 21,090 | 21,090 | 21,090 | 21,090 | 84,360 | | Jeffrey M. Rodino | 10,545 | 10,545 | 10,545 | 10,545 | 42,180 | | Andrew C. Roeder | 1,688 | 1,687 | 1,688 | 1,687 | 6,750 | | Hugo E. Gonzalez | 7,382 | 7,383 | 7,382 | 7,383 | 29,530 | | Joel D. Duthie | 1,055 | 1,055 | 1,055 | 1,055 | 4,220 |
Performance and Retention - 2025 Stock Option and Stock Appreciation Rights Grants
30
Table
| Name And Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Option Awards (4) | Non-Equity Incentive Plan Compensation (5) | Change In Pension Value And Non-Qualified Deferred Compensation Earnings (6) | All Other Compensation (7) | Total | | Andy L. Nemeth Chief Executive Officer | 2025 | $856,923 | $- | $3,900,022 | $3,836,693 | $1,441,620 | $75,594 | $29,520 | $10,140,372 | | | 2024 | 850,000 | - | 3,564,636 | - | 1,884,600 | 72,338 | 28,800 | 6,400,374 | | | 2023 | 817,308 | - | 4,200,020 | - | 1,632,600 | 69,223 | 29,400 | 6,748,551 | | Jeffrey M. Rodino President (8) | 2025 | 608,462 | - | 1,550,081 | 1,918,346 | 790,000 | - | 12,520 | 4,879,409 | | | 2024 | 566,154 | - | 1,546,426 | - | 1,063,500 | - | 13,415 | 3,189,495 | | | 2023 | 546,250 | - | 1,785,000 | - | 931,900 | - | 25,800 | 3,288,950 | | Andrew C. Roeder Executive Vice President - Finance, Chief Financial Officer and Treasurer (9) | 2025 | 505,770 | - | 750,030 | 306,996 | 570,750 | - | 36,000 | 2,169,546 | | | 2024 | 392,308 | - | 2,399,682 | - | 579,375 | - | 10,000 | 3,381,365 | | Hugo E. Gonzalez President - Powersports & Housing, Chief Operating Officer (10) | 2025 | 496,539 | - | 1,000,040 | 1,343,017 | 788,310 | - | 26,505 | 3,654,411 | | | 2024 | 456,154 | - | 943,584 | - | 921,360 | - | 25,300 | 2,346,398 | | Joel D. Duthie Executive Vice President, Chief Legal Officer and Secretary (11) | 2025 | 525,385 | - | 675,046 | 191,926 | 440,495 | - | 26,520 | 1,859,372 | | | 2023 | 456,731 | - | 699,992 | - | 465,950 | - | 25,800 | 1,648,473 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Outstanding Equity Awards
Outstanding Equity Awards
And Stock Vested In Fiscal 2025
And Stock Vested In Fiscal 2025 The table below sets forth information about the value realized by the NEOs on vesting of stock awards. There were no stock options or SARs exercised by the NEOs in 2025.
And Stock Vested In Fiscal 2025
| Name | Number Of Shares Acquired On Vesting (1) (2) | Value Realized on Vesting (1) (2) | | Andy L. Nemeth | 58,443 | $5,628,528 | | Jeffrey M. Rodino | 24,839 | 2,392,195 | | Andrew C. Roeder | 7,500 | 649,950 | | Hugo E. Gonzalez | 6,000 | 577,848 | | Joel D. Duthie | 9,742 | 938,233 |
And Stock Vested In Fiscal 2025
(1)For Messrs. Nemeth, Rodino, Gonzalez and Duthie, the table below includes the number of Time-Based Contingent Shares awarded on January 26, 2022, which vested on January 27, 2025, using the NASDAQ Stock Market closing price of $97.50 per share multiplied by the total number of shares acquired on vesting. For Mr. Roeder, the table includes the number of Time-Based Contingent Shares awarded on March 5, 2024, which vested on March 5, 2025, using the NASDAQ Stock Market closing price of $86.66 per share multiplied by the total number of shares acquired on vesting.
And Stock Vested In Fiscal 2025
| | Nemeth | Rodino | Roeder | Gonzalez | Duthie | | Number of Shares | 11,688 | 4,968 | 7,500 | 1,200 | 1,949 | | Value | $1,139,580 | $484,380 | $649,950 | $117,000 | $190,027 |
And Stock Vested In Fiscal 2025
(2)For Messrs. Nemeth, Rodino, Gonzalez and Duthie, the table below includes the number of Performance-Contingent Shares awarded on January 26, 2022, which vested at 100% of target on January 28, 2025 (the date the performance conditions were met), using the NASDAQ Stock Market closing price of $96.01 per share multiplied by the total number of shares acquired on vesting.
And Stock Vested In Fiscal 2025
| | Nemeth | Rodino | Roeder | Gonzalez | Duthie | | Number of Shares | 46,755 | 19,871 | - | 4,800 | 7,793 | | Value | $4,488,948 | $1,907,815 | - | $460,848 | $748,206 |
And Stock Vested In Fiscal 2025
40
Potential Payments Upon
Potential Payments Upon
CEO Pay Ratio
CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, the Company is providing information about the relationship of the annual total compensation of its employees to the annual total compensation of the CEO during 2025. The total annual compensation of our median employee based on total annual compensation (other than our CEO) was $47,067. The annual total compensation of the CEO was $10,140,372. Based on this information, the ratio of the total compensation of the CEO for fiscal 2025 to the median employee’s total annual compensation is 215 to 1. This pay ratio is a reasonable estimate calculated in good faith, in a manner consistent with Item 402(u) of Regulation S-K, based on the Company’s payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates used were as follows: 1.The median employee was identified using active employee information as of December 31, 2025. 2.Fiscal 2025 earnings (gross pay) of cash compensation were used as the consistently applied compensation measure to identify the median employee within the employee population. Cash compensation is the most prevalent measure of pay across the organization. Using this methodology, the median employee’s compensation was $47,067 and determined to be applicable to a full-time, hourly, United States-based employee. 3.The total compensation of the CEO for fiscal 2025 was $10,140,372, which is the total of the compensation components reflected in the Summary Compensation Table. 45
Pay Versus Performance
Pay Versus Performance The following table sets forth a comparison of Pay Versus Performance (“PVP”) related to compensation reflected in the Summary Compensation Table to compensation actually paid to our Principal Executive Officer (“PEO”) and other NEOs as well as information on our Company performance.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (5) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (5) | Value of Initial Fixed $100 Investment Based on: | | Company Net Income ($ in millions) | Company EBITDA (4) ($ in millions) | | | | | | | Company Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | | | | 2025 | $10,140,372 | $13,903,619 | $3,140,685 | $4,265,154 | $262 | $112 | $135 | $422 | | 2024 | 6,400,374 | 8,127,190 | 2,649,309 | 3,094,730 | 198 | 99 | 138 | 425 | | 2023 | 6,748,551 | 15,496,536 | 2,138,092 | 3,039,172 | 156 | 126 | 143 | 405 | | 2022 | 7,810,461 | 4,230,620 | 3,416,649 | 1,780,081 | 92 | 97 | 328 | 627 | | 2021 | 8,023,798 | 12,877,899 | 3,789,459 | 6,581,026 | 120 | 125 | 225 | 457 |
Pay Versus Performance
(1)Mr. Nemeth served as our PEO for each year. (2)The Company’s Non-PEO NEOs for the years ended December 31, 2025, 2024, 2023, 2022 and 2021 were as follows: •2025 - Messrs. Rodino, Roeder, Gonzalez and Duthie •2024 - Messrs. Rodino, Kip B. Ellis, Roeder, Matthew S. Filer and Gonzalez •2023 - Messrs. Rodino, Ellis, Filer, Jacob A. Petkovich and Duthie •2022 and 2021 – Messrs. Cleveland, Rodino, Ellis and Petkovich Mr. Cleveland served as Executive Chairman during the period from 2020 through 2022 and served as our PEO through December 31, 2019. Equity awards granted to Mr. Cleveland while he served as PEO continued to vest during the period from 2020 through 2022. Mr. Ellis resigned as President - Powersports, Technology, and Housing of the Company in December 2025. Mr. Petkovich joined the Company as CFO in November 2020 and resigned from the Company in May 2023. Mr. Filer joined the Company as Senior Vice President of Finance in November 2022 and served as Interim CFO from May 2023 through March 4, 2024, at which time he returned to his previous role as Senior Vice President of Finance and was appointed Chief Accounting Officer in May 2024. (3)Company Total Shareholder Return (“TSR”) reflects $100 invested as of market close on December 31, 2020, the final trading day of fiscal 2020. Peer Group TSR reflects a customized peer group of companies, which includes Brunswick Corporation, Cavco Industries, Inc., LCI Industries, Malibu Boats, Inc., Polaris, Inc., Thor Industries, Inc., Winnebago Industries, Inc., and Wabash National Corporation. See Stock Performance Graph on page 29 of our Form 10- K for the fiscal year ended December 31, 2025. (4)Company selected measure of EBITDA, calculated as earnings before interest, taxes, depreciation and amortization, is the primary metric used in our LTIP as discussed in the CD&A. Below is a reconciliation of net income to EBITDA for the periods shown in the table above:
Pay Versus Performance
| ($ in millions) | 2021 | 2022 | 2023 | 2024 | 2025 | | Net Income | $225 | $328 | $143 | $138 | $135 | | + Interest expense | 58 | 61 | 69 | 80 | 75 | | + Income taxes | 69 | 107 | 48 | 40 | 42 | | + Depreciation & amortization | 105 | 131 | 145 | 167 | 170 | | EBITDA | $457 | $627 | $405 | $425 | $422 |
Pay Versus Performance
46 (5)The following table sets forth a reconciliation from the Summary Compensation Table (“SCT”) to Compensation Actually Paid to our PEO and for the average paid for our Non-PEO NEOs for the year ended December 31, 2025.
Pay Versus Performance
| | PEO | Average Non-PEO NEOs | | | 2025 | 2025 | | SCT Total Compensation | $10,140,372 | $3,140,685 | | SUBTRACT Grant Fair Value of Equity Awards Made During Year (a) | (7,736,715) | (1,933,871) | | ADD Year End Fair Value of Equity Awards Made During Year (b) | 10,947,708 | 2,725,576 | | ADD Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards (c) | (452,314) | 148,709 | | ADD Change in Fair Value of Equity Awards Granted in Prior Years That Vested During Year (d) | 773,111 | 140,911 | | ADD Fair Value at Vesting of Equity Awards Made During Year That Also Vested During Year (e) | - | - | | SUBTRACT Fair Value at the End of the Prior Year of Equity Awards That Were Forfeited During Year (f) | - | - | | ADD Value of Dividends Paid on Equity Awards That Vested During Year Not Included in SCT Total Compensation (g) | 231,457 | 43,144 | | Total Adjustments Related to Equity Awards | $3,763,247 | $1,124,469 | | Total Adjustments Related to Pension Value (h) | - | - | | Total Compensation Actually Paid | $13,903,619 | $4,265,154 |
Pay Versus Performance
(a)Represents the grant date fair value of equity-based awards made during the fiscal year. (b)Represents the year-end fair value of equity awards that were made during the fiscal year and were unvested as of year-end. (c)Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end. (d)Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year. (e)Represents the fair value of equity awards that vested during the same year as grant. (f)Represents the prior year-end fair value of equity awards forfeited during the year. (g)Dividends accrued during vesting period on restricted equity awards are paid only on shares that vest with payment made at the time of vesting. (h)Mr. Nemeth is the only participant in the Executive Retirement Plan. The annual interest credit on the annuity benefit is reported using the same value in the SCT and in Compensation Actually Paid. The Company grants Performance-Contingent Shares to executive officers annually under its LTIP and typically reports the grant date fair value of these shares at either the target award (100% payout) or at 150% of the target award (shown as “stretch” awards) in the Grants of Plan-Based Awards Table and accrues expense for these awards based on the projected payout, unless performance results and projections of future performance require a change to that estimate. Performance-Contingent Shares are earned based on the achievement of three-year cumulative Company EBITDA (after the Compensation Committee certifies the actual EBITDA achievement) compared to target EBITDA at the conclusion of the cumulative three-year performance measurement period. The Company generally grants Time-Based Contingent Share awards to executive officers annually and also at time of hire for certain other officers. Annual Time-Based Contingent Share awards generally cliff-vest on the third anniversary of the grant date based on continued service through such date. The Company granted stock options and SARs to certain executive officers in 2025 in recognition of the Company's new five-year strategic plan commencing in fiscal 2025, the NEOs’ performance and proven leadership, and to retain their employment. Grants awarded in 2025 will become exercisable commencing on February 25, 2026, on a pro-rata basis over four years from the date of grant, and expire on the ninth anniversary of the grant date (subject to earlier expiration based on certain employment terminations). Certain tranches of the SARs grants in 2025 had exercise prices that exceeded the Company’s closing stock price on the date of grant (premium-priced SARs). Fair values at time of grant at year-end 2025 were all determined using the Black- Scholes model. The table below summarizes the option/SAR fair values and related assumptions used to calculate Compensation Actually Paid for fiscal year 2025.
Pay Versus Performance
| Valuation Purpose for PVP | Company Stock Price | Option/SAR Exercise Prices | Expected Term (years) | Stock Price Volatility | Risk-Free Rate | Dividend Yield | Option/SAR Fair Values | | Year-end 2025 | $108.43 | $92.72 - $158.05 | 4.49 - 5.67 | 41.0% | 3.68% - 3.80% | 1.7% | $29.09 - $42.07 |
Pay Versus Performance
47
Analysis of Compensation Actually Paid and
Analysis of Compensation Actually Paid and