DEF 14A of Gentex Corp, Apr 4, 2024

DEF 14A of Gentex Corp

Filed Apr 4, 2024 · FY20230000355811-24-000019

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Restated Articles of Incorporation specify that the Board shall consist of at least six, but not more than nine members, with the exact number to be determined by the Board. The Board has currently set the number of directors at nine. The Restated Articles of Incorporation state that directors shall be elected annually for terms expiring at the next annual meeting of shareholders. Of the nine current members on the Company's Board, eight of them qualify as "independent directors" as determined in accordance with the current listing standards of The NASDAQ Global Select Market ("NASDAQ"). Based on these current NASDAQ listing standards, the Company’s Board has identified and affirmatively determined the following directors have no material relationships with the Company other than as a director and are independent: Joseph Anderson, Leslie Brown, Garth Deur, Gary Goode, Richard Schaum, Kathleen Starkoff, Brian Walker, and Ling Zang. In making its independence determinations, the Board considered: the former consulting arrangement between Vaporsens and Dr. Zang, which ended prior to the Company's acquisition of Vaporsens in April, 2020 and the former employment of Mr. Deur. The Board determined that these circumstances do not interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Steve Downing, President and CEO of the Company, does not qualify as independent under the applicable standards. Mr. Goode is not standing for re-election. Each of the current Board members have been determined to meet enough of the required experience and qualifications set forth in the Company's Position Profile: Member of the Board of Directors, including, among them, high levels of personal and professional integrity, distinguished careers, and the demonstrated ability to work effectively as Board members. Combined with the other desirable characteristics and experience of such individuals, these individuals have the experience, qualifications, attributes, and/or skills (which are described below) which have made them valued directors. Though Mr. Goode is not standing for re-election, the Nominating and Corporate Governance Committee has recommended the other incumbent directors, along with Dr. Bill Pink, to the Board for nomination for election to the Board. The Nominating and Corporate Governance Committee became aware of Dr. Pink as a candidate through pre-existing relationships. The Nominating and Corporate Governance Committee has concluded such individuals should be nominated for election to the Board, based on qualifications and contributions of such incumbent directors and based on Dr. Pink's: background; professional and personal integrity; distinguished career; and perceived ability to work effectively with the Board. If elected, the Board has affirmatively determined Dr. Pink will qualify as an independent director as determined in accordance with the current listing standards of NASDAQ, since Dr. Pink has no material relationships with the Company other than as a director nominee. The terms of all current Board members will expire upon the election of the directors to be elected at the 2024 Annual Meeting. Based on the foregoing, the Board has (upon the recommendation of the Company's Nominating and Corporate Governance Committee) nominated Joseph Anderson, Leslie Brown, Garth Deur, Steve Downing, Bill Pink, Richard Schaum, Kathleen Starkoff, Brian Walker, and Ling Zang for election as directors at the Annual Meeting, each to serve a one-year term expiring in 2025. The Nominating and Corporate Governance Committee continues to avail itself of a variety of resources in its efforts to identify qualified and diverse candidates. Candidates are sought not only in traditional corporate environments, but also other environments such as government, academia, private enterprise, nonprofit organizations, and a variety of professions. In order to promote diversity, the Nominating and Corporate Governance Committee is: willing to consider exceptions to the Board Attendance and Overboarding Policy; considering search firms with a track record of identifying qualified, diverse director candidates; as appropriate, seeking to engage with organizations representing the interests of women and minorities; and periodically reviewing its processes and procedures to ensure there are no structural impediments to increasing Board diversity. The Board continues to build a pool of diverse candidates and the Board's diversity has increased because of these actions. In fact, the Company now has two female directors, two other diverse directors, and a new diverse director nominee, thereby satisfying NASDAQ's board diversity rule well in advance of specified dates for compliance. The Nominating and Corporate Governance Committee seeks to ensure diverse candidates are considered and interviewed for any open Board seat(s). The Board believes it will continue to be diverse as a result of the foregoing approach taken by the Nominating and Corporate Governance Committee. Unless otherwise specifically directed by a shareholder’s marking on the Proxy Card or Voting Instruction Form, or in directions given either via the Internet or telephone, the persons named as proxy voters in the accompanying proxy will vote for the nominees described above and below. If any of these nominees becomes unavailable, which is not now anticipated, the Board may designate a substitute nominee, under the recommendation of the Nominating and Corporate Governance Committee, in which case the accompanying proxy will be voted for the substituted nominee. Proxies cannot be voted for a greater number of persons than the number of nominees named. Under the Michigan Business Corporation Act, a plurality of votes cast by shareholders at the meeting is required to elect directors of the Company under Michigan law. Accordingly, the nominees who receive the largest number of affirmative votes will be elected, regardless of the number of votes received. Notwithstanding the foregoing, the Company amended its Bylaws to provide that if a director is elected by less than a majority of the votes cast, then such director shall promptly tender his or her resignation by written notice to the Board. Each of the nominees has agreed to tender his or her resignation from the Board in writing to the Board if he or she is not elected by a majority of votes cast. Broker non-votes and votes withheld will not have a bearing on the outcome of the election (though the Nominating and Corporate Governance Committee and Board will consider abstentions in making future nominations). Votes will be counted by Inspectors of Election appointed by the presiding officer at the Annual Meeting. The Board recommends a vote FOR the election of all persons nominated by the Board. The content of the following table relating to age and business experience is based upon information furnished to the Company by the nominees and directors, as of February 15, 2024.

  2. ELECTION OF DIRECTORS

    | New Director Nominee | | | Name (Age) and Position | Business Experience | | | Nominees for Terms to Expire in 2025 | | Dr. Bill Pink (57) New Director Nominee | Dr. Pink currently serves as Ferris State University’s 19th president, and is the first African American person to lead the university since it was founded in 1884. Prior to guiding Ferris State University, Dr. Pink served as president of Grand Rapids Community College in Grand Rapids, MI, and before that served as vice president for academic affairs at Oklahoma State University-Oklahoma City Campus in Oklahoma. He is involved in governance and policy development at regional and national levels, including his appointment by Michigan’s Governor to be a leader on the Growing Michigan Together Council and serving on the Michigan Economic Development Corporation executive committee. He is a member of the Higher Learning Commission board of trustees and serves on the American Council on Education board of directors, working to shape public policy so that more students gain a quality education. In West Michigan, he serves on the boards of Corewell Health West Michigan, is board chair for the Heart of West Michigan United Way and board vice-chair for The Right Place. Dr. Pink earned a Doctor of Philosophy from the University of Oklahoma in Instructional Leadership and Academic Curriculum, a Master of Education in Physical Education and Secondary Education from the University of Central Oklahoma, and a Bachelor of Science in Physical Education and Professional Education from Oklahoma Christian University. Dr. Pink has been affirmatively identified as an independent director if elected to the Board. The Board looks forward to tapping Dr. Pink's experience in the areas of leadership, policy making, understanding of the post-graduate expectations of students, and governance. |

  3. ELECTION OF DIRECTORS

    | Incumbent Director Nominees | | | Name (Age) and Position | Business Experience | | | Nominees for Terms to Expire in 2025 | | Mr. Joseph Anderson (81) Director since 2022 | Mr. Anderson is the majority owner, Chairman and CEO of TAG Holdings, LLC which owns several manufacturing, service, and technology-based companies currently based in North America. He graduated from West Point with a Bachelor of Science Degree in Math and Engineering, and holds two master’s degrees from the University of California, Los Angeles. He has been awarded Honorary Doctoral degrees from Kettering University and Central Michigan University, and the Distinguished Graduate Award from West Point. Mr. Anderson attended the Army’s Command and General Staff College and is a graduate of the Harvard Advanced Management Program. During his career in the military, Mr. Anderson commanded troops as an infantry officer in the 82nd Airborne Division and served two tours of duty with the 1st Cavalry Division in Vietnam. Mr. Anderson’s military awards include two silver stars, five bronze stars, three Army Commendation Medals, and eleven Air Medals. He was selected to be a White House Fellow and worked as Special Assistant to Secretary of Commerce, Juanita Kreps, until beginning his career with General Motors. While at GM, Mr. Anderson progressed through several manufacturing and leadership roles before being appointed General Director of the Body Hardware Business Unit, a business unit with 7,000 employees and revenue of $1 billion. After 13 years of service, Mr. Anderson resigned from GM to become President and Chief Executive Officer of a privately held company, where he worked to acquire, grow, and sell businesses globally within the automotive, heavy equipment, aerospace and defense markets. He is a past chairman of the U.S. Department of Commerce Manufacturing Council, and has served on multiple local and national boards, in addition to having been the immediate past Chairman of the Federal Reserve Bank of Chicago-Detroit Branch. His community involvement includes Chairman of the Board of the National Recreation Foundation, the Horizons Upward Bound Advisory Board and the University of Michigan-Dearborn Executive Leaders Advocacy Group. Mr. Anderson brings a wealth of leadership experience and industry knowledge to the Board. Mr. Anderson has been affirmatively identified as an independent director by the Board. Mr. Anderson serves on the Company's Nominating and Corporate Governance Committee. |

  4. ELECTION OF DIRECTORS

    | Ms. Leslie Brown (70) Director since 2016 | Ms. Brown, since 2003, is the owner and chairperson of Metal Flow Corporation, a Holland, Michigan, based high volume producer of technically sophisticated custom metal (of various varieties) components through deep draw processes. Including operations in China, Metal Flow Corporation globally ships over one million parts daily for a variety of automotive applications, including airbags, decorative trim, emissions, fuel handling, sensors, and solenoids. As such, Ms. Brown has a significant understanding of, and experience with, challenges faced by manufacturing companies that supply the global automotive industry. In addition to her years of experience as an entrepreneurial automotive supplier, as a prominent local businesswoman serving on a variety of community organization boards of directors (including as chairperson of the Holland Hospital Board), Ms. Brown has demonstrated a high degree of professionalism and personal integrity. Ms. Brown offers insight and perspective especially in terms of developing and maintaining an entrepreneurial team. Ms. Brown has been affirmatively identified as an independent director by the Board. Ms. Brown is Chair of the Company's Nominating and Corporate Governance Committee. | | Mr. Garth Deur (67) Director since 2023 | Mr. Deur currently serves as managing director of Iroquois Ventures LLC, a firm providing capital formation and advisory services to private and startup companies. He has served in this role since 2016. Previously, Mr. Deur worked at Lake Michigan Financial Corporation (LMFC) from 2007 to 2016 in various roles including Chief Operating Officer, President and Chief Executive Officer. He served as Senior Vice President - Business Development for Chemical Financial Corporation after its acquisition of LMFC in 2015. Prior to joining LMFC, Mr. Deur served in significant financial and business development roles with the Company and Johnson Controls when it acquired the former Prince Corporation. Mr. Deur spent six years as Executive Vice President of the Company and 10 years in various executive roles at Prince Corporation / Johnson Controls. He began his career in 1982 as a CPA with Arthur Andersen LLP, specializing in the automotive industry. As such, Mr. Deur has significant experience in the Company's primary industry. He also has prior experience serving on numerous boards of directors. Mr. Deur has been affirmatively identified as an independent director by the Board. Mr. Deur serves on the Company's Compensation and Audit Committees. | | Mr. Steve Downing (46) Director since 2020 | Mr. Downing was elected Chief Executive Officer of the Company effective as of January 1, 2018. He has been employed by the Company since 2002. Prior to being elected Chief Executive Officer, he served as President and Chief Operating Officer from August 2017 to December 2017, as Senior Vice President and Chief Financial Officer from June 2015 to August 2017, and as Vice President of Finance and Chief Financial Officer from May 2013 to June 2015. He served in a variety of roles before that time. During his tenure with the Company, Mr. Downing has collected a vast wealth of knowledge and experience with respect to the Company and the industries in which it operates. Mr. Downing's thorough understanding of the Company's industries, familiarity with the Company's entrepreneurial culture, ability to build and lead a cohesive management team, and demonstrated work with the Board make him an appropriate Board member. | | Mr. Richard Schaum (77) Director since 2011 | Mr. Schaum has been General Manager of 3rd Horizon Associates LLC, a technology assessment and development company, since May 2003. From October 2003 until June 2005, he was Vice President and General Manager of Vehicle Systems for WaveCrest Laboratories, Inc., a startup company involved in the commercialization of proprietary electric propulsion systems. Prior to that, for more than thirty years, he was with DaimlerChrysler Corporation, and its predecessor, Chrysler Corporation, serving in various positions including Executive Vice President, Product Development, and General Manager of Powertrain Operations, a $7 billion business with 11 plants and 23,000 employees. Mr. Schaum is a fellow of the Society of Automotive Engineers and served as its Chairman and President from 2007 to 2008. He has also previously served on the Board of Directors of BorgWarner, Inc. and Sterling Construction Co. Mr. Schaum has been affirmatively identified as an independent director by the Board. He is Chair of the Board and Chair of the Company's Compensation Committee. | | Ms. Kathleen Starkoff (66) Director since 2018 | Ms. Starkoff is the President and CEO of Orange Star Consulting, a Columbus, Ohio based information technology consulting firm. She has served in that role since 2013. Prior to that, Ms. Starkoff was Chief Information Officer at the Ohio State University from 2008-2013. Before that, she served as Chief Technology Officer and Group Vice President of Limited Brands (now L Brands), a global retailer that includes Bath & Body Works. She also served as Chief Technology Officer and Senior Vice President of BankOne Corporation (now JPMorgan Chase). As such, Ms. Starkoff provides the Board with significant information technology and enterprise risk management expertise, including in the public company context. In addition, she has significant private and nonprofit board experience and has been recognized by the National Association of Corporate Directors (“NACD”) as both a “Leadership Fellow,” and a featured cyber-security expert. Ms. Starkoff has been affirmatively identified as an independent director by the Board. Ms. Starkoff serves on the Company's Audit Committee. |

  5. ELECTION OF DIRECTORS

    | Mr. Brian Walker (62) Director since 2018 | Mr. Walker is currently Partner - Strategic Operations with Huron Capital, a mid market Private Equity Firm. Prior to joining Huron Capital, Mr. Walker served as President and CEO of Herman Miller, Inc., a company involved in the research, design, manufacture, selling, and distribution of office furniture systems, seating products, and other free-standing furniture elements. Mr. Walker worked at Herman Miller, Inc. for 29 years in a variety of capacities, including Chief Operating Officer, Chief Financial Officer, and Executive Vice President. Mr. Walker serves as a member of the Board of Directors of Universal Forest Products, where he serves as Chair of the Audit Committee. Mr. Walker has served as a board member for a number of public and private companies. The Company is pleased to have access to Mr. Walker's executive experience and financial expertise in public company settings, along with his international business experience, his experience on corporate boards and his keen understanding of challenges public companies face in West Michigan. Mr. Walker is a Certified Public Accountant. He has been affirmatively identified as an independent director by the Board. Mr. Walker serves on the Audit and Compensation Committees. | | Dr. Ling Zang (55) Director since 2021 | Dr. Zang is a professor at the University of Utah affiliated with the Department of Materials Science and Engineering. He is also the Director of the Utah Center for Interfacial Sciences, Nano Institute of Utah. He is a Fellow of the National Academy of Inventors, and was previously an Alexander von Humboldt Fellow, NSF CAREER Award winner, and K. C. Wong Foundation Research Fellow. Dr. Zang earned his B.S. in physical chemistry from Tsinghua University and Ph.D. in chemistry from the Chinese Academy of Sciences. Dr. Zang’s research focuses on nanoscale imaging and molecular probing, organic semiconductors and nanostructures, optoelectronic sensors and nanodevices, and photocatalysis and photovoltaics for conversion of solar energy, with the goal to achieve practical applications in the areas of public safety, renewable energy and environmental protection. Dr. Zang has been awarded with various federal grants (from NSF, DHS, DOE/ARPA-E, NASA, etc.) to support his broad range of research in nanoscience and nanotechnology. More than 25 patent applications have been filed from Dr. Zang’s lab. Dr. Zang also founded Metallosensors, Inc. and Vaporsens (though his consulting relationship with Vaporsens terminated prior to the Company's acquisition of it). Dr. Zang’s background, education, and research complement the Company’s vision and focus on continuing to be a technology Company. Dr. Zang’s experience in academia as well as his vast understanding of how to bring technology from a laboratory environment into commercialization are serving the Board well. Dr. Zang has been affirmatively identified as an independent director by the Board. Dr. Zang serves on the Company's Nominating and Corporate Governance Committee. |

  6. Compensation Philosophy

    Compensation Philosophy Our compensation program is designed to balance short-term performance with long-term growth and value creation. Our compensation and benefits must be competitive with compensation arrangements provided to officers at comparably-sized companies with whom we compete for talent. Our officer compensation philosophy is reviewed annually by the Compensation Committee, and has the following key objectives: •Reward performance - An increasing percentage of officer pay is performance-based, and therefore, at risk. Our pay programs reflect our “pay-for-performance” culture that aligns officer incentives with the interests of our shareholders. This philosophy permeates our organization as even below the officer level all other employees receive profit sharing bonuses and are eligible to purchase stock under the Employee Stock Purchase Plan at a 15% discount, in addition to all full-time employees receiving stock options and/or restricted stock. •Emphasize long-term incentive compensation - We share a portion of the value created for shareholders with those responsible for the results through our use of equity incentives. In order to promote this, the Company rewards officers for delivering long-term earnings before interest, taxes, depreciation, and amortization ("EBITDA") and return on invested capital ("ROIC") with performance shares that have cliff-vesting over a three-year performance period and restricted stock that also has three year cliff-vesting to minimize management turnover and further align officer incentives with those of our shareholders. EBITDA is calculated from the financial statements by adding interest, taxes, depreciation, and amortization expenses to net income. ROIC is calculated from the financial statements with this formula: net income divided by invested capital, expressed as a percentage. Invested capital is calculated based on the average amount of:shareholders equity and long term debt from the Company's balance sheet. •Drive ownership mentality - We expect officers and directors to personally invest in our success and have adopted Stock Ownership Guidelines that set forth expectations that our executive officers and non-employee directors own or acquire a significant amount of our stock. •Attract, retain and reward the best talent to achieve superior results - To be consistently better than our competitors, we need to recruit and retain superior talent that is able to drive superior results. We have structured our compensation program to motivate and reward such results.

  7. Compensation Alignment with Business Strategy

    | Achieve Top Line Growth | | Alignment with Incentive Plan Metrics | | - Strengthen customer centricity to deliver growth | | Annual Incentive Plan | | | | –Revenue 33.33% | | Drive Profitability | | –Operating Income - 33.33% | | - Achieve both short-term and long-term profitability goals | • | –Earnings per Diluted Share - 33.33% | | Maximize performance returns and maintain a strong balance sheet | | Long-Term Incentive Plan | | - Generate cash flow to support future growth through capital and technology investments and to provide returns to shareholders | | –3 year cumulative EBITDA - 50% | | - Deliver appropriate ROIC | | –3 year cumulative ROIC - 50% |

  8. Incentive Plans

    Incentive Plans

  9. Incentive Plans

    | Annual Incentive Plan | | | | | 2023 Metrics | | 2024 Metrics | Reasons | | Revenue | | Revenue | Aligns short-term officer incentive pay with appropriate objective performance targets. | | Operating Income | • | Operating Income | | | Earnings per Diluted Share | | Earnings per Diluted Share | |

  10. Incentive Plans

    | Long-Term Incentive Plan | | | | | 2023-2025 Metrics | | 2024-2026 Metrics | Reasons | | 3-year cumulative EBITDA | | 3-year cumulative EBITDA | EBITDA and ROIC have been identified by the Compensation Committee as key measures for management to drive growth and create shareholder value. These metrics provide clear measures of our long-term performance. | | 3-year cumulative ROIC | • | 3 year cumulative ROIC | | | (using performance shares and restricted stock) | | (using performance shares and restricted stock) | |

  11. Base Salaries

    Base Salaries The Compensation Committee continues to consider market median of an appropriately selected peer group ("Peer Group") in determining base salaries of our officers. See below for additional information on 2023 NEO compensation.

  12. Comparator Compensation Data

    Comparator Compensation Data One of the factors our Compensation Committee uses in setting officer compensation is an evaluation of how our target compensation and benefit levels compare to those of similarly-situated executives at companies that comprise our officer compensation Peer Group. Our philosophy for officer pay, including NEO pay, is to target the 50th percentile of our Peer Group and to use general industry market data as provided by the Compensation Committee’s independent compensation consultant as appropriate. In addition to market data, other factors such as an individual’s experience, responsibilities, and long-term strategic value are also considered when making recommendations and decisions on compensation. The Peer Group used for benchmarking officer pay, including for NEO's, is made up of companies that are: •in similar industries where we compete for talent, customers and capital; •of similar size (as measured by annual revenue, profitability and market capitalization); and •of similar complexity. The Peer Group is reviewed by the Compensation Committee every year and modifications are made to ensure each company in the group meets the above comparison criteria. The companies shown in the table below comprise our Peer Group:

  13. Comparator Compensation Data

    | Allison Transmission Holdings, Inc. | ITT Incorporated | | Barnes Group Inc. | LCI Industries | | Cooper-Standard Holdings | Littelfuse, Inc. | | Donaldson Company, Inc. | Methode Electronics, Inc. | | Dorman Products, Inc. | Modine Manufacturing Company | | Federal Signal Corporation | Nordson Corporation | | Franklin Electric Company, Inc. | SPX Technologies, Inc. | | Gentherm Incorporated | Standard Motor Products, Inc. | | Graco Inc. | Visteon Corporation | | IDEX Corporation | |

  14. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM Our executive compensation program has three primary pay components: base salary; annual performance-based cash bonuses (under the Annual Incentive Plan); and long-term equity incentives (the Long-Term Incentive Plan). The Long-Term Incentive Plan was adopted in 2019, which implements the use of performance share awards.

  15. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    | Cost | Element | Key Characteristic | Why We Pay this Element | How we Determine the Amount | | Fixed | Base Salary | Fixed compensation payable in cash. Reviewed annually and adjusted when appropriate. | Provide a base level of competitive cash compensation for attracting and retaining officer talent. | Experience, job scope, individual performance, and market data, including market median of our Peer Group. | | Variable | Annual cash incentive award | Variable compensation payable in cash based on annual performance-related financial goals. | Motivate high performance and award results, in the near term. | Based on financial performance metrics (revenue, operating income, and earnings per diluted share) and market data, including market median of our Peer Group. | | | Performance Share Award ("PSA") | PSAs vest after a three-year performance period based on meeting cumulative performance related financial objectives. | Align the interests of officers with long-term shareholder value and retain officer talent. | Target awards based on job scope and market data, including market median of our Peer Group. | | | | | Minimize risk taking behaviors for positive long-term results. | Payouts are based on our performance on financial metrics (EBITDA and ROIC), on a cumulative basis over a three-year period. | | | Restricted Stock ("RS") | RS vests on the third anniversary of the grant date. | Increase equity-ownership and focus officers on providing shareholders with appropriate returns. | Target award based on job scope and market data, including market median of our Peer Group. | | | | | Vesting terms and Stock Ownership Guidelines promote retention and a linkage to the interest of shareholders. | |

  16. Base Salary

    Base Salary We provide base salaries to compensate our officers, including NEOs, for their primary roles and responsibilities and to provide a stable level of annual compensation. Actual NEO salary levels and adjustments thereto vary based on the NEOs role, level of responsibility, experience, individual performance, future potential and market value, and market data including market median of our Peer Group. In addition, salary increases may be warranted because of a promotion or change in responsibilities. As previously disclosed, the Compensation Committee has a goal that base salaries for officers, including NEOs, are at or near the market median for base salaries when compared to the Company's established Peer Group. In light of that, the Compensation Committee has periodically reviewed base salaries for officers, including where officers rank compared to the Company's established Peer Group. It was determined by the Compensation Committee that certain officer base salaries continue to trail the announced goal of base salaries at market median. As such, in light of the positive financial outlook for the Company the ever-increasing competition for talent, the need to attract and retain management to fulfil the Company's strategic goals, desire for base salaries to approach market median, and the high level individual performances of officers, the Compensation Committee recommended to the Board and the Board approved certain changes in base salaries for 2024, though such changes did not include the Company's President and CEO. Mr. Downing requested no increase to his base salary in 2024. Given Mr. Downing's continued excellent performance, and base salary, the Board approved increases to Mr. Downing's annual and long term incentives, as disclosed below. The Board, therefore, on February 15, 2024, approved the following base salaries for the CEO and NEOs for 2024, based on the recommendations of the Compensation Committee:

  17. Annual Incentive Plan

    Annual Incentive Plan The Annual Incentive Plan is a cash-based plan intended to motivate and reward officers based on Company performance metrics (revenue, operating income, and earning per diluted shares) that we believe drive shareholder value. The Annual Incentive Plan covers all officers, including our NEOs. At the beginning of each year, the Compensation Committee reviews and approves an annual cash bonus target for each NEO, as a percentage of base salary for the year, as set forth in further detail below. The CEO may now earn from 0% to 220% of base salary and the non-CEO NEOs may earn from 0% to 150% of their respective base salaries. The performance-related targets for revenue, operating income, and earnings per diluted share, are set by, and achievement of targets are approved by, the Compensation Committee and/or the Board. For our NEOs, the 2023 Annual Incentive Plan target payout opportunities and results weightings are shown in the table below:

  18. Annual Incentive Plan

    | Executive Officer | Threshold | Target | Maximum | | Steve Downing | 50.0% | 100% | 200% | | Neil Boehm | 37.5% | 75% | 150% | | Kevin Nash | 37.5% | 75% | 150% | | Matt Chiodo | 37.5% | 75% | 150% | | Scott Ryan | 37.5% | 75% | 150% |

  19. Annual Incentive Plan

    For 2024, Mr. Downing's Annual Incentive Plan target opportunity increased from 100% to 110%, and the maximum opportunity increased from 200% to 220%, due in part to there being no increase to his base salary, despite that base salary being below market median among the Company's defined Peer Group. In lieu of a base salary increase, the Compensation Committee recommended to the Board, and the Board approved, increases to Mr. Downing's Annual Incentive Plan target and maximum opportunities in 2024. Mr. Downing's target opportunity remains within the market median for short-term incentives for executives with similar job responsibilities. No other changes were made to the Annual Plan target opportunities for executive officers in 2024, as it is believed those threshold, target, and maximum opportunity levels remain appropriate. The foregoing payout opportunities are multiplied by the weighting factor of a particular performance metric to determine the amounts of cash bonuses payable to officers based on actual performance compared to the threshold, target, or maximum for a performance metric. When actual performance is compared to the established threshold, target, or maximum, as applicable, for any performance metric, linear interpolation is used to determine any pro rata portion of the performance bonus. The Compensation Committee and/or the Board also have discretion to increase (or decrease) such performance-based bonuses using their judgment, provided that bonuses are not in any event to exceed 250% of the applicable base salary. Since its inception in 2019, the Annual Incentive Plan uses the same three key performance metrics and weighting: Revenue (weighted 33.33%); Operating Income (weighted 33.33%); and Earnings per Diluted Share (33.33%), adjusted for tariffs as appropriate, since such metrics are not only appropriate measures of performance, but also align with the Company's overall business strategy. 2023 Annual Incentive Plan Performance In determining whether annual cash bonuses are paid under the Annual Incentive Plan, actual performance for the year is measured against specified target levels for each performance metric. Generally, the target for the three performance metrics reflects a level of performance, which at the time set would be anticipated to be challenging but achievable. The threshold level is set to be reflective of performance at which the Compensation Committee believed a portion of the award opportunity should be earned. The maximum level was set well above the target, requiring significant achievements and reflecting performance at which the Compensation Committee believed an additional 100% of the target award was warranted. For 2023, the target performance (along with the thresholds and maximums) and actual results for the performance metrics are as follows:

  20. Annual Incentive Plan

    | AIP Performance Metrics | Weight | Threshold* | Target* | Maximum* | Actual* | | Revenue | 33.33% | $1,511,180 | $2,014,906 | $2,518,633 | $2,299,215 | | Operating Income | 33.33% | $287,104 | $382,805 | $478,506 | $495,731 | | Earnings per Diluted Share | 33.33% | $1.04 | $1.39 | $1.74 | $1.84 |

  21. Annual Incentive Plan

    * amounts in thousands (000) except for per share amounts. 2023 Annual Incentive Plan Payments Based on actual Revenue, Operating Income, and Earnings per Diluted Share results compared to the adjusted targets and performance of the NEOs, the payments for 2023 under the Annual Incentive Plan are shown in the table below:

  22. Annual Incentive Plan

    | Executive Officer | 2023 Annual Incentive Plan Performance Bonus | 2023 Discretionary Bonus | | Steve Downing | $1,576,495 | $— | | Neil Boehm | $716,378 | $— | | Kevin Nash | $716,378 | $— | | Matt Chiodo | $632,916 | $— | | Scott Ryan | $577,275 | $— |

  23. Annual Incentive Plan

    These Annual Incentive Plan results appropriately reflect management's work in terms of a 8% revenue outperformance versus the Company's primary underlying markets, execution of the previously announced gross margin recovery plan, and ongoing business development efforts. For 2024, the Compensation Committee has established targets for Revenue, Operating Income, and Earnings per Diluted Share for the Annual Incentive Plan performance metrics as it has done in the past, and has made a minor change in 2024, to be consistent with periods prior to 2022. During 2022 and 2023, the Compensation Committee and Board widened the range of threshold and maximum performance under the Annual Incentive Plan to ±25% to account for increased volatility in potential financial performance, as a result of the ongoing supply chain crisis. In 2024, the Company is again using ± 20% of target in 2024 for determining thresholds and maximums under the Annual Incentive Plan due to a reduction in overall end market volatility.

  24. Long-Term Incentive Plan

    Long-Term Incentive Plan 2023. We continue to believe that our long-term performance is driven through an ownership mentality and culture that rewards officers for creating and maximizing shareholder value. That is a philosophy that permeates our organization as evidenced by the fact that the Company has in the past expanded its equity compensation program to include all hourly employees, which now means a total in excess of 5,000 employees receive stock option and/or RS awards. The Long-Term Incentive Plan provides officers, including our NEOs, with incentive awards that serve an important role by balancing other applicable short-term goals with long-term shareholder value creation while minimizing risk-taking behaviors that could negatively affect long-term results. The Long-Term Plan uses three-year performance periods and the selected performance objectives to determine equity incentive awards so as to balance short term goals under the Annual Incentive Plan with performance objectives associated with longer term shareholder value creation under the Long-Term Plan. The Board and/or the Compensation Committee approves the amount of the long-term incentive awards, which are based on a percentage of the officers, including NEO’s, base salary. Each officer's, including NEO’s, award opportunity is based on a target dollar value (determined toward the beginning of the performance period) as a percentage of base salary assigned to his or her position based on market comparisons for similar positions, using both Peer Group and general industry market data. The following target opportunities apply for the 2023-2025 performance period under the Long-Term Incentive Plan:

  25. Long-Term Incentive Plan

    | Executive Officer | Long-Term Plan Target Opportunity Percentage of Base Salary for 2023-2025 | | Steve Downing | 365% | | Neil Boehm | 155% | | Kevin Nash | 185% | | Matt Chiodo | 155% | | Scott Ryan | 155% |

  26. Long-Term Incentive Plan

    2024. These Long-Term Plan Target Opportunity Percentages of Base Salary for 2024 - 2026 for Mr. Downing and Mr. Boehm have changed from those applicable for 2023 - 2025. Mr. Downing's target opportunity increased from 365% to 385% due in part to there being no increase in his base salary, despite a base salary that is below market median among the Company's defined Peer Group. The Compensation Committee recommended, and the Board approved, this increase to Mr. Downing's Long-Term Plan target opportunity in 2024. Mr. Boehm's target opportunity increased from 155% to 185%, as a result of Mr. Boehm's increase in overall job responsibilities. The Compensation Committee also recommended, and the Board approved, this increase to Mr. Boehm's Long-Term Plan target opportunity in 2024. All Long-Term Plan target opportunities remain within the market median for long-term incentives for the officers' respective job responsibilities.

  27. Long-Term Incentive Plan

    | Executive Officer | Long-Term Plan Target Opportunity Percentage of Base Salary for 2024-2026 | | Steve Downing | 385% | | Neil Boehm | 185% | | Kevin Nash | 185% | | Matt Chiodo | 155% | | Scott Ryan | 155% |

  28. Long-Term Incentive Plan

    Achievement at threshold performance yields 50% of the target award and achievement of the maximum performance yields another 100% of the target award. Actual performance is compared to the established threshold, target, or maximum, as applicable, for an applicable performance objective, to the extent actual performance does not meet or exceed the established threshold, target, or maximum, as applicable, linear interpolation is used to determine the pro rata portion of such award. Seventy percent (70%) of the total value of the target long-term incentive opportunity is delivered through performance share awards (PSAs) and the other thirty percent (30%) through restricted stock (RS). Both PSAs and RS are forms of performance-based incentive compensation because PSAs involve performance objectives that provide direct alignment with shareholder interests and the value of RS fluctuates based on stock price performance. In addition to requiring achievement of performance objectives in respect of PSAs, PSAs and RS require the executive officers to remain employed with the Company for three years from the grant date (unless the executive officer attains retirement age, departs for good reason, dies, or becomes disabled or a change in control occurs whereby an award may be paid or partially paid).

  29. Performance Shares

    Performance Shares The Long-Term Plan is designed to provide PSAs for officers, including our named executive officers. PSAs are tied to the achievement of two performance objectives, each weighted equally: EBITDA and ROIC. Each performance objective is based on a three-year performance period (2023-2025) with a performance range that can result in PSAs of 0% for failure to achieve threshold, 50% of target for achieving threshold, to 200% of the target opportunity for achieving maximum. EBITDA drives the ability to commit resources to continued growth, but is also a measure of ability to provide shareholder return. It also drives profitable sales growth and optimizes the Company's cost structure. ROIC ensures management uses the Company's capital in an effective manner that drives shareholder value. Since the value of PSAs is tied to the Company's actual performance in financial objectives, it aligns the officers' interests with those of shareholders. The target opportunities of PSAs awarded in 2023 for the NEOs are shown in the table below:

  30. Performance Shares

    | Executive Officer | Number of PSAs awarded in 2023 (Target) for 2023-2025 | | Steve Downing | 75,018 | | Neil Boehm | 19,302 | | Kevin Nash | 23,038 | | Matt Chiodo | 17,053 | | Scott Ryan | 15,554 |

  31. Restricted Stock Awards

    Restricted Stock Awards The other 30% of the total value of the long-term incentive opportunity consists of RS awards. RS incentivizes and rewards executives for improving long-term stock value and serves as a retention tool. Under the Long-Term Plan, RS will generally be granted in February to officers, including our NEOs, and cliff vest on the third anniversary of the grant. The RS awarded in 2023, based on the target opportunities, for the executive officers are shown in the table below:

  32. Restricted Stock Awards

    | Executive Officer | Number of RS Awarded in 2023 for 2023-2025 | | Steve Downing | 32,151 | | Neil Boehm | 8,273 | | Kevin Nash | 9,874 | | Matt Chiodo | 7,309 | | Scott Ryan | 6,666 |

  33. 2021-2023 Long-Term Plan Performance (three-year performance period ending December 31, 2023)

    2021-2023 Long-Term Plan Performance (three-year performance period ending December 31, 2023) December 31, 2023, marked the end of the three-year performance period for PSA and RS Long-Term Plan awards made in February 2021.

  34. Performance Share Awards

    Performance Share Awards The performance metrics, targets and performance payout ranges for these awards were set and approved by the Compensation Committee and the Board in February 2021. Consistent with the Long-Term Plan, incentive could be earned by the officers based on performance associated with two equally weighted metrics, EBITDA and ROIC, in each case adjusted as determined by the Compensation Committee, both measured cumulatively over the three-year performance period. The target levels of achievement for the EBITDA and the ROIC were established to align with financial goals set at the beginning of the three-year performance period for the years 2021 through 2023. The table below summarizes the results of the 2021-2023 performance period relative to target and the achievement level of the 2021-2023 PSAs:

  35. Performance Share Awards

    | Performance Metric | Weight | Threshold* | Target* | Maximum* | Actual Performance* | Performance to Target | Weighted Performance | | EBITDA | 50% | $1,620,110 | $2,025,137 | $2,430,164 | $1,535,931 | 50.40% | 25.20% | | ROIC | 50% | 36.80% | 46.00% | 55.20% | 37.12% | 62.48% | 31.24% | | *amounts in thousands (000) except percentages. Threshold, Target, and Maximum for EBITDA and ROIC were adjusted to address the estimated impact of tariffs and the Actual Performance was similarly adjusted with respect to the actual impact of tariffs. | | | | | | | |

  36. Performance Share Awards

    The PSAs awarded in February 2021, based on target opportunity, along with the actual payout of PSAs to the executive officers, for the 2021-2023 performance period are reflected in the table below and include dividend equivalents assuming reinvestment of dividends.

  37. Performance Share Awards

    | Executive Officer | Number of PSAs Awarded in 2021 (Target) for 2021-2023 | 2021-2023 PSAs Actual Payout | | Steve Downing | 42,762 | 25,203 | | Neil Boehm | 14,081 | 8,879 | | Kevin Nash | 12,916 | 8,726 | | Matt Chiodo | 11,394 | 8,291 | | Scott Ryan | 10,091 | 7,636 |

  38. Restricted Stock

    Restricted Stock The RS awarded in February 2021, based on target opportunities, along with the actual payment of RS to executive officers, awarded for the 2021-2023 period are reflected in the table below:

  39. Restricted Stock

    | Executive Officer | Number of RS Awarded in 2021 (Target) for 2021-2023 | 2021-2023 RS Payout/Vesting | | Steve Downing | 18,327 | 18,327 | | Neil Boehm | 6,456 | 6,456 | | Kevin Nash | 6,345 | 6,345 | | Matt Chiodo | 6,027 | 6,027 | | Scott Ryan | 5,552 | 5,552 |

  40. Restricted Stock

    Since each executive officer awarded restricted stock in 2021 remained employed by the Company for three years from the grant date, each restricted stock awarded vested with such executive officers. Equity awards granted to our NEOs are shown in the "Grant of Plan-Based Awards" table and in the "Summary Compensation Table" below.

  41. Retention Grant

    | Relative TSR Criteria | Achievement Level of Award | | 0 - 25th percentile | 50% | | 25 - 50th percentile | 100% | | 50 - 75th percentile | 150% | | Above 75th percentile | 200% |

  42. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee Charter states that the Compensation Committee may retain outside compensation consultants, legal advisors, or other advisors in its discretion. The Compensation Committee has chosen to retain an independent compensation consultant, Mercer (of the Marsh & McLennan Companies), to provide it with objective and expert analyses on certain compensation matters. In engaging Mercer, the Compensation Committee considered the relevant independence factors with respect to Mercer's services and determined that Mercer's work did not raise any conflict of interest. All services provided by Mercer related to executive compensation were done pursuant to an engagement by, and under the direction and authority of, the Compensation Committee. The Compensation Committee from time to time requests Mercer's advice on a variety of topics including: assessment of the existing executive compensation program and strategy; market comparisons, including with the Peer Group; plan design alternatives; pay trends; performance metrics; stock ownership guidelines; employment agreements; director compensation; best practices; and reporting and disclosures with respect to the same. Mercer also provided compensation related data to the Company's human resource team as an aid in recruiting, talent management and broader compensation trends in 2023. Total fees for all of the foregoing services were $6,000 in 2023. We also used Marsh USA Inc. ("Marsh"), another of the Marsh & McLennan Companies, to provide insurance services in 2022. We paid Marsh $560,000 in 2023. The decision of the Compensation Committee to engage Mercer was done with the knowledge that Marsh was engaged to provide insurance services. The total fees paid to Mercer and Marsh for 2023 was approximately $566,000, which is approximately 0.002% of the revenues of Marsh & McLennan Companies for 2023.

  43. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Compensation Committee has responsibility for periodically assessing our director compensation program and making recommendations with respect thereto to the Board. For 2023, each director who was not an employee at the Company received, as applicable: Annual retainer - $80,000 Chair of the Board retainer - $100,000 Audit Committee Chair retainer - $12,500 Compensation Committee Chair retainer - $10,000 Nominating and Corporate Governance Committee Chair retainer - $10,000 Audit Committee Member retainer (non-chair) - $7,500 Compensation Committee Member retainer (non-chair) - $5,000 Nominating and Corporate Governance Committee Member (non-chair) - $5,000 All of the foregoing amounts are payable quarterly. In 2023, directors elected at each Annual Meeting receive a grant of RS equal to $130,000 divided by the average closing price per share of the Company's common stock on the twenty (20) days preceding the date of the grant rounded to the nearest whole share of such RS. Each such RS grant will vest on the first anniversary of the grant. In 2024, based on a recommendation of the Compensation Committee, the Board approved an increase of the annual retainer for the Board from $80,000 to $90,000, paid to all directors who are not employees of the Company. All other Board compensation as set forth remained the same.

  44. Summary Compensation

    | Summary Compensation Table for 2023 | | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | (1) Stock Awards ($) | (2) Option Awards ($) | (3) Non-Equity Incentive Plan Compensation | Changes in Pension Value and Non-qualified Deferred Compensation Earnings ($) | (4) All Other Compensation ($) | Total ($) | | Steve Downing, President and CEO | 2023 | 842,693 | — | 4,418,429 | — | 1,576,495 | — | 273,914 | 7,111,531 | | | 2022 | 792,693 | — | 2,865,225 | — | 604,720 | — | 245,729 | 4,508,367 | | | 2021 | 750,000 | — | 2,132,006 | — | 506,550 | — | 272,810 | 3,661,366 | | Neil Boehm, Vice President - Engineering and CTO | 2023 | 509,154 | — | 1,612,411 | — | 716,378 | — | 154,841 | 2,992,784 | | | 2022 | 465,062 | — | 722,476 | — | 269,289 | — | 120,910 | 1,577,737 | | | 2021 | 407,000 | — | 751,013 | — | 206,166 | — | 144,287 | 1,508,466 | | Kevin Nash, Vice President - Finance, CFO and Treasurer | 2023 | 515,154 | — | 1,764,515 | — | 716,378 | — | 202,259 | 3,198,306 | | | 2022 | 470,039 | — | 862,319 | — | 269,289 | — | 181,015 | 1,782,662 | | | 2021 | 406,000 | — | 738,100 | — | 202,620 | — | 122,828 | 1,469,548 | | Matt Chiodo, Vice President - Sales | 2023 | 449,154 | — | 1,424,529 | — | 632,916 | — | 138,524 | 2,645,123 | | | 2022 | 409,885 | — | 631,191 | — | 235,274 | — | 151,292 | 1,427,642 | | | 2021 | 380,000 | — | 701,176 | — | 192,489 | — | 155,996 | 1,429,661 | | Scott Ryan, Vice President, General Counsel and Corporate Secretary | 2023 | 413,154 | — | 1,299,321 | — | 577,275 | — | 116,774 | 2,406,524 | | | 2022 | 371,346 | — | 570,386 | — | 212,597 | — | 115,855 | 1,270,184 | | | 2021 | 354,000 | — | 645,859 | — | 177,293 | — | 102,424 | 1,279,576 |

  45. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table discloses the actual number of RS awards, PSAs, and stock options granted and the grant date of those awards. It also captures potential future payouts under the Company's non-equity and equity incentive plans.

  46. Grant of Plan-Based Awards

    | Grants of Plan-Based Awards for 2023 | | | | | | | | | | | | | Name | (1) Grant Date | (2) Estimated Future Payouts Under Non-Equity Incentive Plans | | | (3) Estimated Future Payouts Under Equity Incentive Plan Awards | | | (4) All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | (5) Grant Date Fair Value of Stock and Option Awards ($) | | | | Thres-hold ($) | Target ($) | Maximum ($) | Thres-hold (#) | Target (#) | Maxi-mum (#) | | | | | | Steve Downing | 02/16/23 | $425,000 | $850,000 | $1,700,000 | 52,190 | 104,379 | 208,758 | 61,512 | — | — | $3,891,405 | | Neil Boehm | 02/16/23 | $193,125 | $386,250 | $772,500 | 18,546 | 37,092 | 74,184 | 26,063 | — | — | $1,445,007 | | Kevin Nash | 02/16/23 | $193,125 | $386,250 | $772,500 | 20,414 | 40,828 | 81,656 | 27,664 | — | — | $1,292,903 | | Matt Chiodo | 02/16/23 | $170,625 | $341,250 | $682,500 | 16,385 | 32,770 | 65,540 | 23,026 | — | — | $1,142,252 | | Scott Ryan | 02/16/23 | $155,625 | $311,250 | $622,500 | 14,945 | 29,890 | 59,780 | 21,002 | — | — | $1,041,846 |

  47. Grant of Plan-Based Awards

    | (1) The Grant Date is the date when the Compensation Committee's recommendation was approved by the entire Board. | | (2) For 2023 under the Annual Incentive Plan, the Compensation Committee has established ratios of 50% of base salary for the President and CEO and 37.5% of base salary for the other NEOs upon achievement of the threshold, 100% of base salary for the President and CEO and 75% of base salary for the other NEOs upon achievement of the target, and another 100% of base salary for the President and CEO and another 75% of base salary for the other NEOs upon achievement of the maximum, representing potential payments to NEOs. At its February 2023 meeting, the Compensation Committee also established thresholds, targets, and maximums for the Revenue, Operating Income, and Earnings per Diluted Share performance metrics. As such, the columns reflect potential payments for each NEO under the Annual Incentive Plan. | | (3) These columns reflect the potential issuance of shares of common stock for each NEO under the PSA component of the Long-Term Incentive Plan for 2023. PSAs accounted for seventy percent (70%) of the Long-Term Incentive Plan awards in 2023, as discussed in the Long-Term Incentive Plan section of "Compensation Discussion and Analysis". Such PSAs cliff vest at the end of a three year period based on the Company's performance against established metrics as discussed in "Compensation Discussion and Analysis". Also included in this column are the number of PSAs granted in 2023 at target for the retention grant based upon achievement of the Company's relative TSR over a four year period (2023-2026) against a predetermined peer group. | | (4) Included in this column are the number of shares of restricted common stock awarded under the Long-Term Incentive Plan at target (see also footnote (2) above). RS accounted for thirty percent (30%) of the Long-Term Incentive Plan awards in 2023 as discussed in the Long-Term Incentive Plan section of "Compensation Discussion and Analysis." Such RS cliff vests three (3) years from the grant date. | | (5) This column represents the fair value (at grant date) of RS awards and PSAs granted to each of the NEOs in 2023 at target. See the Company's Annual Report on Form 10-K, Note 5, for the year ended December 31, 2023 for the assumptions made in the valuation of RS awards and PSAs. See also footnote (1) the "Summary Compensation Table" for the value of PSAs at grant date if maximum performance is achieved. |

  48. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2023, for the NEOs. It also shows RS awards and PSAs not yet vested as of December 31, 2023.

  49. Outstanding Equity Awards at Fiscal Year End

    | Outstanding Equity Awards at Fiscal Year-End at December 31, 2023 | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name | (1) Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | (2) Option Exercise Price ($) | Option Expiration Date | (3) Number of Shares or Units of Stock That Have Not Vested (#) | (4) Market Value of Shares or Units of Stock That Have Not Vested ($) | (5) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | (6) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Steve Downing | — | — | — | | 18-Feb-2024 | — | — | 42,762 | 1,396,607 | | | — | — | — | | 20-Feb-2024 | 18,327 | 598,560 | — | — | | | — | — | — | | 18-Feb-2025 | 27,863 | 910,006 | — | — | | | — | — | — | | 18-Feb-2025 | — | — | 66,944 | 2,186,391 | | | — | — | — | | 25-Feb-2026 | 32,151 | 1,050,052 | — | — | | | — | — | — | | 25-Feb-2026 | — | — | 75,936 | 2,480,070 | | | — | — | — | | 25-Feb-2027 | — | — | 29,722 | 970,721 | | | 101,000 | — | — | 22.94 | 15-Feb-2028 | — | — | — | — | | | 101,000 | — | — | | | 78,341 | 2,558,618 | 215,364 | 7,033,789 | | | — | — | — | | 18-Feb-2024 | — | — | 15,063 | 491,958 | | Neil Boehm | — | — | — | | 20-Feb-2024 | 6,456 | 210,853 | — | — | | | — | — | — | | 18-Feb-2025 | 7,026 | 229,469 | — | — | | | — | — | — | | 18-Feb-2025 | — | — | 16,882 | 551,366 | | | — | — | — | | 25-Feb-2026 | 8,273 | 270,196 | — | — | | | — | — | — | | 25-Feb-2026 | — | — | 19,540 | 638,176 | | | — | — | — | | 25-Feb-2027 | — | — | 18,009 | 588,174 | | | 15,000 | — | — | 22.94 | 15-Feb-2028 | — | — | — | — | | | 15,000 | — | — | | | 21,755 | 710,518 | 69,494 | 2,269,674 | | Kevin Nash | — | — | — | | 18-Feb-2024 | — | — | 14,804 | 483,499 | | | — | — | — | | 20-Feb-2024 | 6,345 | 207,228 | — | — | | | — | — | — | | 18-Feb-2025 | 8,386 | 273,887 | — | — | | | — | — | — | | 18-Feb-2025 | — | — | 20,149 | 658,066 | | | — | — | — | | 25-Feb-2026 | 9,874 | 322,485 | — | — | | | — | — | — | | 25-Feb-2026 | — | — | 23,321 | 761,664 | | | — | — | — | | 25-Feb-2027 | — | — | 18,009 | 588,174 | | | 27,000 | — | — | 22.94 | 15-Feb-2028 | — | — | — | — | | | 27,000 | — | — | | | 24,605 | 803,600 | 76,283 | 2,491,403 | | Matt Chiodo | — | — | — | | 18-Feb-2024 | — | — | 14,064.00 | 459,330 | | | — | — | — | | 20-Feb-2024 | 6,027 | 196,842 | — | — | | | — | — | — | | 18-Feb-2025 | 6,138 | 200,467 | — | — | | | — | — | — | | 18-Feb-2025 | — | — | 14,749 | 481,702 | | | — | — | — | | 25-Feb-2026 | 7,309 | 238,712 | — | — | | | — | — | — | | 25-Feb-2026 | — | — | 17,264 | 563,842 | | | — | — | — | | 25-Feb-2027 | — | — | 15,911 | 519,653 | | | 30,000 | — | — | 22.94 | 15-Feb-2028 | — | — | — | — | | | 30,000 | — | — | | | 19,474 | 636,021 | 61,988 | 2,024,527 | | Scott Ryan | — | — | — | | 18-Feb-2024 | — | — | 12,954.00 | 423,078 | | | — | — | — | | 20-Feb-2024 | 5,552 | 181,328 | — | — | | | — | — | — | | 18-Feb-2025 | 5,547 | 181,165 | — | — | | | — | — | — | | 18-Feb-2025 | — | — | 13,328 | 435,292 | | | — | — | — | | 25-Feb-2026 | 6,666 | 217,712 | — | — | | | — | — | — | | 25-Feb-2026 | — | — | 15,746 | 514,264 | | | — | — | — | | 25-Feb-2027 | — | — | 14,512 | 473,962 | | | 25,000 | — | — | 22.94 | 15-Feb-2028 | — | — | — | — | | | 25,000 | — | — | | | 17,765 | 580,205 | 56,540 | 1,846,596 |

  50. Outstanding Equity Awards at Fiscal Year End

    | (1) These options become exercisable, as long as employment with the Company continues, for 25% on each anniversary of the grant date, with an expiration date ten years from grant date. | | (2) The exercise price is the closing price of the stock on the date the Compensation Committee met to approve the option grants, or when the Compensation Committee's recommendation was approved by the entire Board. The exercise price may be paid in cash, in shares of the Company's common stock, and/or by the surrender of the exercisable options valued at the difference between the exercise price and the market value of the underlying shares. | | (3) As long as employment with the Company continues, restrictions on RS granted under the Long-Term Incentive Plan and Second Restricted Stock Plan lapse upon the expiration of three, four, or five years from the date of grant (shown in the Option Expiration Date column for convenience). Dividends on RS are, and will be, paid on these shares if, and to the same extent, paid on the Company's common stock. See "Grant of Plan Based Awards Table for 2023" for additional detail on RS awarded in 2023. | | (4) The amounts in this column represent the market value as of December 31, 2023, of RS awarded under the Long-Term Incentive Plan and Second Restricted Stock Plan. | | (5) PSAs granted under the Long-Term Plan in February 2021, 2022, and 2023, cliff vest after a three year performance period as long as the NEO remains employed by the Company. PSAs granted in 2023 in the retention grant vest based upon achievement of the Company's relative TSR over a four year period (2023-2026) against a predetermined peer group. Dividend equivalents on PSAs are and will be deferred on these awards over the performance period, if, and at an equivalent value as, dividends are paid on the Company's common stock. The PSAs shown in this column reflect target performance under the Long-Term Incentive Plan as discussed in the Long-Term Incentive Plan section of "Compensation Discussion and Analysis" with maximum performance, if achieved, essentially doubling the same. PSAs granted in 2023 in the retention grant shown in this column are also at target. See "Grant of Plan Based Awards" table for additional details. | | (6) For PSAs granted in 2021, 2022, and 2023, the amounts in this column reflect the market value as of December 31, 2023, of 100% (i.e., target performance) of PSAs awarded under the Long-Term Incentive Plan in 2020, 2021 and 2022, with maximum performance if achieved, essentially doubling the same. |

  51. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table contains information regarding the exercise of stock options and vesting of restricted stock during the fiscal year ended December 31, 2023, by the following NEOs:

  52. Option Exercises and Stock Vested

    | Option Exercises and Stock Vested for 2023 | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Steve Downing | 17,730 | 274,956 | 77,704 | 2,216,600 | | Neil Boehm | 1,242 | 15,798 | 13,807 | 395,571 | | Kevin Nash | 6,776 | 99,765 | 12,664 | 362,824 | | Matt Chiodo | — | — | 11,172 | 320,078 | | Scott Ryan | 4,580 | 60,914 | 9,895 | 283,492 |

  53. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table contains information regarding Deferred Compensation Plan contributions, earnings and withdrawals for the plan year ended December 31, 2023, by the following NEOs:

  54. Non-Qualified Deferred Compensation

    | Non-Qualified Deferred Compensation | | | | | | | Executive Officer | Executive Contributions Y/E 2023 (1) | Company Contributions in 2023 (2) | Aggregate Earnings in 2023 (3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Y/E 2023 | | Steve Downing | $307,820 | $30,032 | $232,647 | $— | $1,487,606 | | Neil Boehm | $287,391 | $32,067 | $133,339 | $— | $868,289 | | Kevin Nash | $108,045 | $10,579 | $97,478 | $— | $480,951 | | Matthew Chiodo | $94,751 | $8,751 | $79,338 | $— | $500,006 | | Scott Ryan | $66,184 | $6,467 | $38,795 | $— | $264,401 |

  55. Non-Qualified Deferred Compensation

    | (1) Amounts in this column represent the deferrals of base salary earned in fiscal 2023 which are included in Summary Compensation Table under Salary, plus deferral of amounts earned in fiscal 2022 and paid in fiscal 2023 under the Annual Incentive Plan which was included in the fiscal 2022 Summary Compensation Table under Non-Equity Incentive Plan Compensation. | | (2) Amounts in this column represent the Company's contribution and are included in the "All Other Compensation" column of the Summary Compensation Table. | | (3) The amounts shown includes interest earned from cash deferrals. The earnings during 2023 were not above market or preferential; therefore, these amounts were not included in the 2023 Summary Compensation Table. |

  56. Non-Qualified Deferred Compensation

    For further information, see the Deferred Compensation section of "Compensation Discussion and Analysis". The Company does not have any contracts with its NEOs linked to a change in control of the Company other than with respect to vesting certain RS, stock option awards, or PSAs.

  57. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table discloses the cash, stock option awards, and other compensation earned, paid, or awarded to each of the Company's directors during the fiscal year 2023.

  58. DIRECTOR COMPENSATION

    | Director Compensation for 2023 | | | | | | | | | Name | (1) Fees Earned or Paid in Cash ($) | (2) Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | (3) All Other Compensation ($) | Total ($) | | Joseph Anderson | 85,000 | 132,708 | — | — | — | 2,192 | 219,900 | | Leslie Brown | 95,000 | 132,708 | — | — | — | 2,192 | 229,900 | | Garth Deur | 54,104 | 132,708 | | | | 1,132 | 187,944 | | Gary Goode | 108,750 | 132,708 | — | — | — | 2,192 | 243,650 | | James Hollars | 40,000 | — | — | — | — | 1,060 | 41,060 | | Richard Schaum | 200,625 | 132,708 | — | — | — | 2,192 | 335,525 | | Kathleen Starkoff | 87,500 | 132,708 | — | | | 2,192 | 222,400 | | Brian Walker | 92,500 | 132,708 | — | — | — | 2,192 | 227,400 | | Dr. Ling Zang | 81,861 | 132,708 | — | — | — | 2,192 | 216,761 |

  59. DIRECTOR COMPENSATION

    | (1) Any director who is also an employee of the Company receives no compensation for services as a director. Directors who are not employees of the Company received a director's cash retainer in the amount of $80,000 per year ($20,000 per quarter). The Chair of the Board received an additional cash retainer of $100,000 (pro-rated based on date of appointment) and directors who chaired the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee each received an additional cash retainer fee in the amounts of $12,500, $10,000, and $10,000, respectively during 2023. In addition, each director who served as a member of the Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee each received an additional cash retainer in the amount of $7,500, $5,000, and $5,000, respectively in 2023. In 2024, the annual retainer for the Board will increase from $80,000 to $90,000, as discussed in "Compensation Discussion and Analysis". | | (2) Immediately following each Annual Meeting, non-employee directors receive a grant of RS equal to $130,000 divided by the average closing price per share of the Company's common stock on the twenty (20) trading days preceding the date of grant of such RS and such RS will vest on the first anniversary of the grant. See the Company’s Annual Report on Form 10-K (Footnote 5) for the year ended December 31, 2023 for the assumptions made in the valuation of RS awards. | | (3) All other compensation includes RS dividends. The Company also makes Company aircraft available to directors for personal use if such use does not conflict with any business purpose for the aircraft. The cost of the flight is calculated using the same method as is used for NEOs. |

  60. DIRECTOR COMPENSATION

    The following table summarizes securities issued and to be issued under the Company’s equity compensation plans as of December 31, 2023:

  61. DIRECTOR COMPENSATION

    | Executive Compensation Plan Information | | | | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | | Equity compensation Plans approved by Shareholders | 4,467,569 | 28.86 | 19,388,343 | | Equity Compensation Plans not approved by Shareholders | — | — | — | | Total | 4,467,569 | 28.86 | 19,388,343 |

  62. PAY RATIO

    PAY RATIO Pursuant to the SEC’s guidance under Item 402(u) of Regulation S-K, we are required to disclose the annual total compensation for both our Chief Executive Officer and median employee and the ratio of those two amounts. In 2023, the CEO's annual total compensation was $7,111,531 as reflected in the "Summary Compensation Table." Our median employee's annual compensation for 2023 was $65,569. As a result, we estimate that the CEO's annual total compensation was approximately 108 times that of our median employee in 2023. As permitted by SEC rules, we used the same median employee that was identified in the preparation of our CEO pay ratio disclosure in 2021, as we believe there has been no change in our employee population or compensation arrangements that would result in a significant change to our CEO pay ratio disclosure. To identify our median paid employee, we analyzed our employee population as of 12/31/2021. We identified our median paid employee based on gross annualized earnings for 2021, which included gross wages, bonus payments, stock compensation expense, and taxable benefits. Compensation earned in currencies other than U.S. Dollars was translated into U.S. Dollars. We determined the median paid employee's annual total compensation using the methodology for calculating total compensation for the Summary Compensation Table and compared that to the annual total compensation of our CEO, as disclosed in the Summary Compensation Table.

  63. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  64. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to NEOs (2) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Company Net Income (in thousands) (5) | Company Selected Measure Net Sales (in thousands) (5) | | 2023 | $7,111,530 | $12,940,505 | $2,810,684 | $4,035,955 | 120.0 | 105.0 | $428,403 | $2,300,845 | | 2022 | $4,508,367 | $571,286 | $1,514,556 | $551,000 | 99.0 | 105.0 | $318,757 | $1,918,958 | | 2021 | $3,661,366 | $3,978,785 | $1,421,813 | $1,523,590 | 124.0 | 142.0 | $360,797 | $1,731,170 | | 2020 | $3,537,446 | $5,159,285 | $1,314,773 | $1,811,197 | 119.0 | 118.0 | $347,564 | $1,688,189 |

  65. PAY VERSUS PERFORMANCE

    | (1) Amounts represent compensation reported in the Summary Compensation Table for our CEO, Steve Downing, for the respective years shown. | | (2) Compensation Actually Paid ("CAP") amounts include total compensation per the Summary Compensation Table, adjusted as set forth in the table below, as determined in accordance with applicable SEC rules. For awards with dividend rights, these amounts are paid in Company shares once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation Committee and the Board in regards to the CEO's compensation for each fiscal year, please see the Compensation Discussion and Analysis section of the Proxy Statements reporting pay for the fiscal years covered in the table above. |

  66. PAY VERSUS PERFORMANCE

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | | Summary Compensation Table Total Compensation ($) | 7,111,530 | 2,810,684 | 4,508,367 | 1,514,556 | 3,661,366 | 1,421,813 | 3,537,446 | 1,314,773 | | Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($) | (4,418,429) | (1,525,194) | (2,865,225) | (696,593) | (2,132,006) | (709,037) | (1,843,293) | (538,150) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 7,314,339 | 2,058,941 | 2,532,729 | 615,757 | 2,128,952 | 708,021 | 2,012,320 | 587,498 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 3,823,698 | 973,959 | (2,803,562) | (665,677) | 298,465 | 91,118 | 1,375,085 | 404,409 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (357,629) | (126,852) | (434,402) | (123,166) | 22,008 | 11,675 | 77,727 | 42,667 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | (533,004) | (155,583) | (366,621) | (93,877) | — | — | — | — | | Compensation Actually Paid ($) | 12,940,505 | 4,035,955 | 571,286 | 551,000 | 3,978,785 | 1,523,590 | 5,159,285 | 1,811,197 |

  67. PAY VERSUS PERFORMANCE

    | (3) Non-PEO NEOs included in the Average Calculations for each year presented are: Neil Boehm, Kevin Nash, Matt Chiodo, and Scott Ryan. | | (4) Peer group Total Shareholder Return uses the Dow Jones Auto Index. | | (5) Net Sales is selected as the most important performance measurement for the current year, which together with net income, are presented in the table. |

  68. PAY VERSUS PERFORMANCE

    The graphs below describe the relationship between pay and performance by comparing compensation actually paid to our CEO, as well as average compensation actually paid to our other NEOs, to our cumulative TSR, peer group TSR, net income, and net sales. Listed below are the financial performance measures which, in our assessment, represent the other most important financial performance measures we use to link compensation actually paid to our NEOs, for 2023, to Company performance.

  69. PAY VERSUS PERFORMANCE

    | Measure | Description | | EBITDA | Earnings before Interest, Taxes, Depreciation, and Amortization. | | ROIC | Return On Invested Capital | | Operating Income | GAAP Operating Income compared to target | | Earnings Per Diluted Share | GAAP Earnings Per Diluted Share compared to target |