DEF 14A of Aaon, Inc., Apr 2, 2025

DEF 14A of Aaon, Inc.

Filed Apr 2, 2025 · FY20240000824142-25-000110

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Board of Directors is currently comprised of eight members. Our Bylaws divide the Board of Directors into three classes having staggered terms of three years each, with Classes I, II and III having terms expiring at the Annual Meeting of Stockholders in 2025, 2026 and 2027, respectively. On the recommendation of our Governance Committee, the Board of Directors has nominated A.H. McElroy II and Bruce Ware, current members of the Class I Directors, whose terms expire at the 2025 Annual Meeting, for re-election to the Board. The persons named in the proxy will vote for the election of each of Mr. McElroy and Mr. Ware. Each of the above- named nominees has consented to be named in this Proxy Statement and to serve if elected. If any nominee becomes unavailable for any reason, the shares represented by the proxies will be voted for such other person, if any, as may be designated by the Board of Directors. However, the Board has no reason to believe that any nominee will be unavailable. After the Annual Meeting, assuming the stockholders elect the three nominees of the Board of Directors as set forth above, the Board of Directors of the Company will be:

  2. Director Nominees

    | Director | Age | Start | Expires | Occupation | Independent | | Norman H. Asbjornson | 89 | 1988 | 2027 | Retired, Chief Executive Officer and Executive Chairman of AAON | No | | Gary D. Fields | 65 | 2015 | 2027 | Chief Executive Officer, AAON | No | | Angela E. Kouplen | 51 | 2016 | 2027 | Senior Vice President and Chief Human Resources Officer, ONE Gas, Inc. | Yes | | Caron A. Lawhorn | 64 | 2019 | 2026 | Retired, Senior Vice President and Chief Financial Officer, ONE Gas, Inc. | Yes | | Stephen O. LeClair | 56 | 2017 | 2026 | Chairman and Chief Executive Officer, Core & Main, Inc. | Yes | | A.H. McElroy II | 62 | 2007 | 2025 | President and Chief Executive Officer, McElroy Manufacturing, Inc. | Yes | | David R. Stewart | 69 | 2021 | 2026 | Chief Administrative Officer and Trustee of the Oklahoma Ordnance Works Authority | Yes | | Bruce Ware | 49 | 2021 | 2025 | Retired, Corporate Vice President, DaVita Inc. | Yes |

  3. Director Nominees

    63 25% 12 Average Director Age Female Representation Average Director Tenure (yrs) 4 SUMMARY PROXY INFORMATION

  4. Program Design

    Program Design The Compensation Committee references market data when determining all compensation elements and targets the median level of total compensation. Our compensation program provides a competitive total compensation opportunity by establishing a pay mix that balances short- and long-term performance specifically involving significant equity-based (at-risk) compensation. A significant portion of total compensation is linked to performance, which we believe creates long-term stockholder value and discourages unnecessary or excessive risk taking. Our performance-based annual incentive bonus program provides cash awards based on achievement of the Company’s annual financial and operational goals, as well as individual performance of each Named Executive Officer ("NEO"). We encourage alignment of our NEOs’ interests with those of our stockholders through long-term incentive awards, which are comprised of approximately 50.0% Performance Stock Units ("PSU"), 25.0% Options and 25.0% Restricted Stock Awards ("RSA"). Our NEOs receive limited perquisites and no other personal benefits. Perquisites are limited to executive physicals for our NEOs, which aligns with our wellness initiatives and assist in mitigating risk. We have market-competitive stock ownership policies for our NEOs and our non-management directors, which provides them with a significant stake in our long-term success and aligns their interests with stockholder interests.

  5. Director Compensation

    Director Compensation As outlined in its charter, the Compensation Committee has the authority to review and make recommendations to the Board with respect to the components and amount of Board compensation in relation to other similarly situated companies. Periodically, the Committee directs its compensation consultant to provide an independent assessment of the Company's Board compensation program. This review was last conducted in 2024. The Committee targets total Board compensation levels at a competitive range of peer group total Board compensation. The Committee considers total aggregate Board compensation and other factors when making recommendations to the Board for approval. 17 GOVERNANCE OF THE COMPANY During 2024, our fees for non-employee directors were as follows, with all amounts paid on a quarterly basis:

  6. Director Compensation

    | Director | Annual Retainer ($) | Independent Chair / Vice Chair ($) | Chair Fee ($) | Audit ($) | Compensation ($) | Governance ($) | Total ($) | | Norman H. Asbjornson | $65,000 | $— | $— | $— | $— | $— | $65,000 | | Angela E. Kouplen | $65,000 | $— | $16,000 | $10,000 | $— | $— | $91,000 | | Caron A. Lawhorn | $65,000 | $50,000 | $20,000 | $— | $— | $9,000 | $144,000 | | Stephen O. LeClair | $65,000 | $— | $— | $10,000 | $— | $9,000 | $84,000 | | A.H. McElroy II | $65,000 | $83,250 | $16,000 | $— | $9,000 | $— | $173,250 | | David R. Stewart | $65,000 | $— | $— | $10,000 | $— | $9,000 | $84,000 | | Bruce Ware | $65,000 | $— | $— | $10,000 | $9,000 | $— | $84,000 |

  7. Director Compensation

    Under the current director compensation plan, the annual retainer is inclusive of meetings. We make annual grants of restricted stock awards to non-employee directors in May in conjunction with our annual meeting. In May 2024, each of Ms. Kouplen, Ms. Lawhorn and Messrs. Asbjornson, LeClair, McElroy, Stewart, and Ware received restricted stock awards for 1,283 shares of stock, which vest ratably over each member's remaining board term. In addition, directors are subject to equity ownership and retention guidelines, as outlined below in "Stock Ownership and Retention Policy" section. The following summarizes our non-employee director compensation for 2024:

  8. Director Compensation

    | Director | Fees Earned or Paid in Cash ($) | Restricted Stock Awards(1) ($) | Stock Options ($) | All Other Comp. ($) | Total ($) | | Norman H. Asbjornson | $65,000 | $97,377(3) | $— | $145,106(3) | $307,483 | | Angela E. Kouplen | $91,000 | $97,377(2) | $— | $— | $188,377 | | Caron A. Lawhorn | $144,000 | $97,743(2) | $— | $— | $241,743 | | Stephen O. LeClair | $84,000 | $97,743(2) | $— | $— | $181,743 | | A.H. McElroy II | $173,250 | $98,124(2) | $— | $— | $271,374 | | David R. Stewart | $84,000 | $97,743(2) | $— | $— | $181,743 | | Bruce Ware | $84,000 | $98,124(2) | $— | $— | $182,124 |

  9. Director Compensation

    | (1) The values reflect grant date fair value of awards ranging from $75.90 to $76.48 per share granted on May 21, 2024. See also, the discussion of assumptions made in valuing these awards in the notes to the Company’s financial statements. | | (2) As of December 31, 2024, 1,283; 2,463; 2,463; 3,086; 2,463 and 3,086 unvested shares associated with restricted stock awards were outstanding for Ms. Kouplen, Ms. Lawhorn, Mr. LeClair, Mr. McElroy, Mr. Stewart and Mr. Ware, respectively. Non-qualified options have not been granted during his or her term as a Board member. | | (3) All other compensation includes payments under Mr. Asbjornson's consulting contract. As of December 31, 2024, 1,283 unvested shares associated with restricted stock awards and 699,589 vested and exercisable non-qualified stock options were outstanding for Mr. Asbjornson. |

  10. Norman H. Asbjornson

    Norman H. Asbjornson Norman H. Asbjornson served as Chief Executive Officer of AAON since its inception until May 2020, when he transitioned to the position of Executive Chairman. He retired as Executive Chairman in May 2022. Mr. Asbjornson also served as President of AAON from its inception until November 2016, when the Board of Directors appointed Mr. Gary D. Fields as President. Additionally, Mr. Asbjornson served as the Executive Chairman of the Board of AAON-Oklahoma and Chairman of AAON Coil Products, Inc., both our wholly-owned subsidiaries until his retirement in May 2022. He has served as a director of AAON since its inception, and currently serves in the class of directors whose terms will expire at the 2027 Annual Meeting.

  11. Gary D. Fields

    Gary D. Fields Gary D. Fields served as President of AAON from November 2016 until January 1, 2024 and has served as Chief Executive Officer since May 2020. He was elected as a director of AAON in 2015, and currently serves in the class of directors whose terms will expire at the 2027 Annual Meeting. Mr. Fields has been involved in the HVAC industry for more than 35 years. From 1983 to 2012, Mr. Fields was an HVAC equipment sales representative at (and, from 2002 to 2012, a member of the ownership group of) Texas AirSystems, the largest independent HVAC equipment and solutions provider in the state of Texas, with locations in Dallas, Fort Worth, Houston, Austin and San Antonio. Mr. Fields has been significantly involved with the Fort Worth, Texas Chapter of ASHRAE (the American Society of Heating, Refrigerating and Air-Conditioning Engineers), having served as Chairman of various ASHRAE committees and ultimately serving as President of the Society. Mr. Fields is currently an owner and President of GKR Partners LTD, an HVAC business development consulting firm, which provided business development advice and consultation to the Company and its sales representatives from 2013 to 2016. Mr. Fields also serves as the Chief Executive Officer of AAON, Inc., an Oklahoma Corporation ("AAON-Oklahoma"), Chief Executive Officer of AAON Coil Products, Inc. and Chief Executive Officer of BASX, Inc.

  12. Angela E. Kouplen

    Angela E. Kouplen Angela E. Kouplen was elected for an initial two-year term as a director of AAON in 2016, and currently serves in the class of directors whose terms will expire at the 2027 Annual Meeting of stockholders. She serves as Chair of our Compensation Committee and a member of our Audit Committee. Ms. Kouplen has over 25 years of experience at multiple energy companies, with an emphasis on information technology ("IT"), contract management, sourcing/vendor relations, human resource manager, strategy and governance. Ms. Kouplen currently serves as the Senior Vice President and Chief Human Resources Officer of ONE Gas, Inc. (NYSE: OGS) where she has oversight for the company’s human resources functions, executive compensation, inclusion and diversity, and aviation. Prior to joining ONE Gas in 2023, she served as the Vice President of Administration and Chief Information Officer at the University of Tulsa from August 2021 to August 2023. Ms. Kouplen also held several executive positions at WPX Energy, a Tulsa-based stand-alone publicly traded energy company previously part of the Williams Companies, from 2012 to 2021, including the role of Senior Vice President and Chief Information Officer responsible for human resources, executive compensation, information technology, real estate. From 2007- 2010, Ms. Kouplen served in leadership roles at the Williams Companies (NYSE: WMB) in sourcing and information technology. She also worked at CITGO Petroleum, a petroleum refining, marketing and transportation company in various information technology positions from 1997 to 2007. 22 PROPOSAL NO. 1 - ELECTION OF DIRECTORS Ms. Kouplen holds a bachelor’s degree in Management from Oklahoma State University and an M.B.A from the University of Tulsa.

  13. Caron A. Lawhorn

    Caron A. Lawhorn Caron A. Lawhorn was elected as a director of AAON in January 2019, and currently serves in the class of directors whose terms will expire at the 2026 Annual Meeting. She serves as Chair of our Audit Committee and a member of our Governance Committee. Additionally, the Board elected Ms. Lawhorn as Independent Vice Chair of the Board at the 2022 Annual Meeting. Ms. Lawhorn has over 35 years of experience in various accounting, finance, operational, commercial and executive positions. Ms. Lawhorn retired from her most recent role as Senior Vice President and Chief Financial Officer of ONE Gas, Inc. (a position she held from March 1, 2019 to December 31, 2023), and in such role was responsible for finance, accounting, treasury, investor relations, and ESG reporting. Prior to that, she served as Senior Vice President, Commercial, a position she held from ONE Gas’s separation from ONEOK, Inc. in January 2014. Prior to ONE Gas’s separation from ONEOK, Ms. Lawhorn served in a variety of senior executive roles at ONEOK, including finance, accounting, treasury, operations and corporate development. Ms. Lawhorn joined ONEOK in 1998, after serving as a Senior Manager at KPMG and Chief Financial Officer of Emergency Medical Services Authority in Tulsa. She holds a bachelor’s of science degree in Business Administration from the University of Tulsa and is a certified public accountant.

  14. Stephen O. LeClair

    Stephen O. LeClair Stephen O. (“Steve”) LeClair was elected as a director of AAON in 2017 and currently serves in the class of directors whose terms will expire at the 2026 Annual Meeting. He is a member of our Audit Committee and Governance Committee. Mr. LeClair has over 25 years of experience in various executive, manufacturing, finance, sales and operational positions. Mr. LeClair currently serves as Chief Executive Officer and Chairman of Core & Main, Inc. (NYSE: CNM) (positions he has held since August 2017 and February 2024, respectively), and in such role is responsible for leading the nation’s largest distributor of water, sewer, storm and fire protection products. Prior to his current role, he served as President of HD Supply Waterworks from December 2011 to August 2017, Chief Operating Officer from 2008 to 2011, and President of Lumber and Building Materials from April 2007 until its divestiture to ProBuild Holdings in 2008. Mr. LeClair joined Core & Main in 2006 as Senior Director of Operations. Prior to joining Core & Main, Mr. LeClair was a Senior Vice President at General Electric ("GE") Capital Equipment Services from 2002 to 2005, and from 1992 to 2002 held various roles at GE Appliances and Power Generation in distribution, manufacturing and sales. Mr. LeClair is a graduate of GE Power Generation’s Manufacturing Management Program. He was previously a member of the Saint Louis University’s International Business School Advisory Board. Mr. LeClair holds a bachelor’s degree in Mechanical Engineering from Union College and an M.B.A. degree from the University of Louisville.

  15. A.H. McElroy II

    A.H. McElroy II *A.H. (“Chip”) McElroy II, P.E. was elected as a director of AAON in 2007, and currently serves in the class of directors whose terms will expire at the 2025 annual meeting of stockholders. He is Chair of our Governance Committee and serves as a member of our Compensation Committee. Additionally, the Board elected Mr. McElroy as Independent Chairman of the Board at the 2022 Annual Meeting. Since 1997 Mr. McElroy has served as President, CEO and Chairman of McElroy Manufacturing, Inc., a privately held manufacturing company based in Tulsa, Oklahoma. Since 2002, Mr. McElroy has also served as Chairman of Southern Specialties Co., a privately held specialty sheet metal manufacturer. Since 2016, Mr. McElroy has served on the board of directors of Pryer Aerospace, a privately held Tulsa, Oklahoma based aerospace structural component and sheet metal manufacturer, and from 2016 to June 2019, served on the 23 PROPOSAL NO. 1 - ELECTION OF DIRECTORS Advisory Board of HydroHoist Marine Group, a privately held Claremore, Oklahoma based boat lift manufacturer. Since 2017, Mr. McElroy has served as a member on the local advisory board of directors of Ascension St. John Health System, a healthcare system in northeastern Oklahoma and Southern Kansas. Mr. McElroy is a graduate of the STAGEN Leadership Academy ILP and ALP, YPO International: Integrated Brand Building, Harvard Business School & YPO: High Profit, Go to Market Program, and Harvard Business School & YPO: Sustainable Market Leadership Program. Mr. McElroy holds a bachelor's degree in Mechanical Engineering from the University of Tulsa.

  16. David R. Stewart

    David R. Stewart David R. Stewart was elected as a director of AAON in October 2021, and currently serves in the class of directors whose terms will expire at the 2026 Annual Meeting. Mr. Stewart serves as a member of our Audit Committee and Governance Committee. He brings over 40 years of professional experience to the Board. Mr. Stewart currently serves as Chief Administrative Officer and Trustee of the Oklahoma Ordnance Works Authority located in Pryor, Oklahoma, an industrial public trust that owns and operates MidAmerica Industrial Park. He was appointed to his current position in December 2012 by the former Governor of Oklahoma, Mary Fallin. MidAmerica Industrial Park consists of 9,000 acres and is home to over 80 companies in diverse industries (including Google, Siemens and Chevron Phillips), employing approximately 4,500 people. MidAmerica Industrial Park is one of the largest industrial parks in the U.S. and top ten in the world with on-site rail, water and electric power. Prior to his current position, Mr. Stewart, a member of the Cherokee Nation, served as Chief Executive Officer of Cherokee Nation Businesses, LLC. During his tenure as CEO of Cherokee Nation Businesses, LLC, he helped negotiate the Tribal-State Gaming Compact in 2004 and led the Cherokee Nation’s efforts to successfully diversify its business portfolio to include a wide range of non-gaming enterprises employing over 3,500 people. Mr. Stewart earned his Master of Science and Bachelor of Science degrees from Oklahoma State University and is a certified public accountant. Governor Kevin Stitt appointed Mr. Stewart as a member to the Governor's Council of Workforce and Economic Development. He was also appointed by the Governor to the Oklahoma State Board of Career and Technology Education, which provides oversight of the career technical training system in the state of Oklahoma. Mr. Stewart currently is a member of the Board of Directors for the Tulsa Regional Chamber, Executive Committee for Tulsa's Future and is Chair of the Board of Directors for the Oklahoma Business Roundtable. He also serves on the Board of Directors of the State Chamber of Oklahoma and Tulsa Community College Foundation.

  17. Bruce Ware

    Bruce Ware *Bruce Ware was elected as a director of AAON in October 2021, and currently serves in the class of directors whose terms will expire at the 2025 Annual Meeting. Mr. Ware serves as a member of our Audit Committee and Compensation Committee. Mr. Ware retired from his most recent role as Corporate Vice President and Group Head of Joint Venture Capital Raising for DaVita Inc. in September 2024. He joined DaVita in 2009 through its MBA Redwoods Leadership Program as a Manager. During his 14 year tenure there, he led a series of initiatives and teams responsible for DaVita's organic growth. Prior to DaVita, Mr. Ware served as Assistant Treasurer of Comstock Resources overseeing banking relationships, investor relations, human resources and a number of strategic initiatives. Mr. Ware started his career in the New York office of Donalson, Lufkin and Jenrette in the investment banking department. Mr. Ware earned a Master of Business Administration from Harvard Business School, a Master in Public Affairs from The University of Texas at Austin and a Bachelor's degree in Business Administration in Banking and Finance from The University of Mississippi at Oxford. Mr. Ware also serves on the Board of Directors of Seneca Foods Corporation, where he is a member of the Audit Committee. He previously served on the Board of Directors for Blackhawk Bank of Beloit, Wisconsin where he was a member of the Audit and Compensation 24 PROPOSAL NO. 1 - ELECTION OF DIRECTORS Committees. He is a Trustee of the University of Mississippi Foundation, which oversees Ole Miss' $900 million endowment. 25 PROPOSAL NO. 2 - RATIFY THE SELECTION OF INDEPENDENT AUDITOR Proposal No. 2 - Ratify the Selection of Independent Auditor

  18. Compensation Philosophy

    | What We Do | What We Do Not Do | | Pay for Performance: Our executive compensation plan is aligned with stockholder interests by rewarding for strong financial performance and stock price appreciation. | No Stock Option Re-Pricing: We do not permit re-pricing of equity awards without stockholder approval. | | Stock Ownership /Retention Requirements: Our directors, executive officers and certain other key employees are subject to robust stock ownership and retention requirements. | No Tax Gross-Ups: We do not provide tax gross-ups. | | Independent Compensation Consultant: We utilize an independent compensation consultant reporting directly to the Compensation Committee. | No Hedging or Pledging in Company Securities: Our directors, executive officers and other employees are prohibited from engaging in hedging transactions, short sales, pledging or derivative transactions with respect to AAON securities. | | Limited Perquisites: We provide executive physicals for our NEOs, which aligns with our wellness initiatives and assists in mitigating risk. | No Employment Agreements: AAON does not have employment agreements with our NEOs. | | Compensation Clawback: Our executive officers are subject to a compensation clawback policy (with a three-year look-back period) that requires reimbursement of any bonus or incentive compensation (as well as the cancellation of unvested, restricted or deferred equity awards) in the event of officer misconduct that was a material factor causing a restatement of the Company’s financial statements. We also maintain a compensation recovery (clawback) policy that complies with Nasdaq requirements. | We do not provide single-trigger for equity treatment upon a change in control. |

  19. Compensation Philosophy

    Our executive compensation programs are determined and approved by our Compensation Committee, after consideration of recommendations by the Principal Executive Officer ("PEO") (for individuals other than himself) and information provided by the Compensation Committee's independent compensation consultant. The Compensation Committee, however, uses its own judgment to ultimately make the final decisions concerning compensation paid to our NEOs. The Compensation Committee has the direct responsibility and authority to review and approve our goals and objectives relative to the compensation of the NEOs, and to determine and approve (either as a committee or with the other members of our Board who qualify as “independent” directors under applicable guidelines adopted by NASDAQ) the compensation levels of the NEOs. However, when making pay decisions for the NEOs, we consider input and recommendations from the Company's PEO (for individuals other than himself). Equity awards are generally granted to our NEOs after filing of our annual report. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our historical executive compensation programs have intended to achieve two objectives: 1.To enhance our profitability and stockholder value; 2.To attract, motivate, reward and retain high-quality employees, including executive personnel, who contribute to our long- term success. As described in more detail below, the material elements of our historical executive compensation program for NEOs include a base salary, annual incentive bonuses, equity-based compensation and Company contributions to AAON’s 401(k) plan. 32 COMPENSATION DISCUSSION AND ANALYSIS We believe that each element of the executive compensation program helps to achieve one or both of the compensation objectives outlined above. The table below lists each material element of our executive compensation program and the compensation objective or objectives that it is designed to achieve.

  20. Compensation Philosophy

    | Compensation Element | Compensation Objectives | | Base Salary | Attract and retain qualified executives; | | | Motivate and reward executives’ performance; | | | Stay competitive in the marketplace; | | Bonus Compensation | Motivate and compensate executives’ performance; | | | Stay competitive in the marketplace; | | | Motivate the achievement of short-term business objectives that contribute to our long-term strategic direction; | | Equity-Based Compensation — Performance share units, restricted stock awards, and stock options | Enhance profitability of AAON and stockholder value by aligning executives with stockholders’ interest; | | | Attract and retain qualified executives; | | | Motivate the successful execution of our long-term strategic objectives; | | Retirement Benefits – 401(k) and Health | Attract and retain qualified executives; | | Savings Account | Stay competitive in the marketplace; |

  21. Compensation Philosophy

    Our executive compensation program is designed to reward performance for enhanced profitability, revenue growth and ultimately increased stockholder value. We believe in a compensation plan that fosters a culture of ownership and stockholder alignment that allows us to attract and retain top talent who are similarly focused on the creation of long-term value. We reward our executive officers with a pay mix that emphasizes long-term compensation through performance share units, stock options and restricted stock awards to align stockholders' and executives’ interests. We strive to provide total compensation that falls within a reasonable range of our peer group market median for NEOs, which also considers individual attributes and performance, as well as company performance. We utilize an annual bonus and equity program to incentivize executive officers to meet and exceed Company performance goals. We maintain a compensation program that operates in the best interests of AAON and our stockholders, rewarding NEOs based on performance. Under the terms of the Compensation Committee Charter, the Compensation Committee is authorized to engage independent advisors, at the Company's expense, to advise the Compensation Committee on any matters within the scope of the Committee's duties. For 2024, the Compensation Committee retained Meridian Compensation Partners, LLC ("Meridian") to serve as an independent consultant to the Committee to provide information and objective advice regarding executive and outside director compensation. The Committee did not direct Meridian to perform its services in any particular manner or under any particular method. The Committee has the final authority to hire and terminate the compensation consultant and the Committee evaluates the compensation consultant annually. Meridian does not provide any services to the Company other than in its role as advisor to the Committee and performing valuations of our PSUs, and the Committee has determined that no conflicts of interest exist as a result of the engagement of Meridian.

  22. Benchmarking and Peer Group

    Benchmarking and Peer Group The Compensation Committee evaluates executive compensation by benchmarking our NEOs’ target total compensation relative to comparable market data provided by our independent compensation consultant. Market references are provided for our NEOs, where available, from our peer group which consists of 17 publicly-traded companies of similar size, operating in similar industries to AAON (detailed below). This group is reviewed and approved annually, with modifications made as needed, considering changes to business characteristics, size, M&A, etc. Where data may be limited for certain roles, or as an additional market reference, survey data is also used and is reflective of manufacturing organizations with revenues within a reasonable range of AAON. 33 COMPENSATION DISCUSSION AND ANALYSIS Each element of compensation is benchmarked against peer and/or survey-reported pay information, as applicable. Target total compensation is generally targeted within a reasonable range of median; however, variation may exist based on individual and company performance, tenure in role, future potential, and internal equity. Peer Group Used for 2024 Pay Decisions:

  23. Benchmarking and Peer Group

    | Ameresco, Inc. | Gibraltar Industries, Inc. | The AZEK Company Inc. | | Armstrong World Industries, Inc. | Insteel Industries, Inc. | The Gorman-Rupp Company | | CECO Environmental Corp. | PGT Innovations, Inc. | Thermon Group Holdings, Inc. | | CSW Industrials, Inc. | Powell Industries, Inc. | Trex Company, Inc. | | Encore Wire Corporation | Quanex Building Products Corporation | Vicor Corporation | | Enerpac Tool Group Corp. | Simpson Manufacturing Co., Inc. | |

  24. Benchmarking and Peer Group

    The Committee reviewed the above peer group and determined no changes were needed from the prior year. The group shown above was considered when establishing 2024 pay levels.

  25. Base Salaries

    In approving these executives’ salary levels, the Committee took into account certain factors, including, recommendations of the principal executive officer (except as it related to himself), each executive's individual experience and responsibilities, and the Company’s performance. Further, as shown in the comprehensive benchmarking study conducted by the independent compensation consultant, base salary levels for each of our NEOs were positioned below the median of the applicable market benchmark. Base salary increases were based on individual and Company performance, market data (market adjustments made with the intention of more closely aligning with market median, over time) and other internal considerations. Effective January 1, 2024, Mr. Wakefield was promoted to Vice President of AAON and Executive Vice-President of AAON, Inc. (an Oklahoma Corporation). The adjustment in base salary for Mr. Wakefield reflects his responsibility for overseeing the Company's largest segment which includes the engineering teams for our traditional rooftop and controls products that has driven much of the Company's value through the years. His leadership has also been key to maintaining our culture of innovation and entrepreneurial spirit.

  26. Annual Cash Incentive Bonuses

    Annual Cash Incentive Bonuses We have an “at risk” annual incentive bonus which is intended to facilitate alignment of management with corporate objectives and stockholder interests in order to achieve outstanding performance and to meet specific financial goals by: •providing the employees designated by the Committee, incentive compensation tied to stockholder interests and goals for the Company; •providing competitive compensation to attract, motivate, reward and retain employees who achieve outstanding performance; •fostering accountability and teamwork throughout the Company; and •contributing to the long-term success of the Company. We believe the annual incentive bonus should be a substantial component of total compensation and based upon achievement of the Company’s annual "Opportunity Budget" and is weighted on the following two components which drive stockholder value: 1.Operating Profit (67%) - The Company's Operating Profit calculated as the Company's budgeted net income before “profit sharing” and income taxes, but after bonus accrual; and 2.Net Sales (33%) - The Company’s budgeted net sales. The annual incentive compensation opportunity is expressed as a percentage of the executive officer’s base salary multiplied by a bonus factor. Bonus factors for each Named Executive Officer are as follows: 35 COMPENSATION DISCUSSION AND ANALYSIS

  27. Annual Cash Incentive Bonuses

    | Named Executive Officer | 2023 Bonus Target | 2024 Bonus Target | | Gary D. Fields | 100% | 105% | | Rebecca A. Thompson | 65% | 65% | | Matthew J. Tobolski | —% | 70% | | Stephen E. Wakefield | 65% | 65% | | David E. Benson | —% | 65% |

  28. Annual Cash Incentive Bonuses

    The following table reflects performance and payout level percentages for the Annual Incentive compensation opportunity:

  29. Annual Cash Incentive Bonuses

    | Metric | Weighting | Performance Level (% of Target) (1) | | | Payout Level (% of Target) (1) | | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | Operating Profit | 67% | 80% | 100% | 125% | 33.33% | 100% | 200% | | Net Sales | 33% | 95% | 100% | 105% | 33.33% | 100% | 200% |

  30. Annual Cash Incentive Bonuses

    | (1) For performance between stated levels shown, payouts are determined based on straight-line, linear interpolation. No payout will be made if threshold performance is not met. |

  31. Annual Cash Incentive Bonuses

    The following table details the actual results for the fiscal year ended December 31, 2024 for the Company:

  32. Annual Cash Incentive Bonuses

    | Metric | Opportunity Budget | Actual Results | % of Opportunity Budget | Bonus Factor | | Operating Profit | $248.8 million | $211.8 million | 85% | 0.33 | | Net Sales | $1,223.5 million | $1,200.6 million | 98% | 0.25 | | | | | Weighted Bonus Factor | 0.58 |

  33. Annual Cash Incentive Bonuses

    The eligible bonus amounts for our NEOs are shown in the table below:

  34. Annual Cash Incentive Bonuses

    | Named Executive Officer | Base Salary(1) | Eligible % of Base Salary | Bonus Target | Weighted Bonus Factor | Individual Performance Adjustment | Annual Incentive Bonus Amount | | Gary D. Fields | $790,385 | 105% | $829,904 | 0.58 | 1.00 | $478,022 | | Rebecca A. Thompson | $403,269 | 65% | $262,125 | 0.58 | 1.00 | $152,048 | | Matthew J. Tobolski | $503,548 | 70% | $352,484 | 0.58 | 1.00 | $203,000 | | Stephen E. Wakefield | $398,654 | 65% | $259,125 | 0.58 | 1.00 | $150,293 | | David E. Benson | $407,665 | 65% | $264,982 | 0.58 | 1.00 | $153,690 |

  35. Annual Cash Incentive Bonuses

    | (1) Salary is cash compensation for the year and reflects varying pay levels during the year. |

  36. Annual Cash Incentive Bonuses

    AAON’s annual incentive program also consists of an individual performance assessment which allows the Committee to recommend to the Board that any earned annual incentive payout be adjusted +/-15% based on the Committee’s assessment of individual performance against his or her annual objectives. A sample of these objectives for our CEO include: •Leadership and development of high-performing team •Overall company financial and operational performance •Optimizing operational efficiency Performance assessments are reviewed for all NEOs by the Compensation Committee. The Compensation Committee will recommend to the Board in the case of Mr. Fields and Mr. Fields will recommend to the Compensation Committee in the case of other NEOs a performance adjustment to increase or decrease the bonus amount earned by each NEO up to 15% based upon how such 36 COMPENSATION DISCUSSION AND ANALYSIS individual has performed in relation to his or her annual objectives. For 2024, no adjustments were applied for individual performance.

  37. Equity-Based Compensation

    Equity-Based Compensation Our policy is that the NEOs’ long-term compensation should be directly linked to enhancing profitability and value provided to our stockholders. Accordingly, the Compensation Committee grants equity awards under our 2016 and 2024 Long-Term Incentive Plan, creating a strong linkage between realized pay to stockholder value creation. Such grants are largely based upon the recommendation of the principal executive officer (except as to himself) based on the NEO's performance in the prior year and his or her expected future contribution to our performance. Positive overall Company performance (financial as well as stock price performance) is a primary element associated with the grant of equity-based compensation to the executive officers as a group. When determining the total value of compensation provided to our executive officers, our Compensation Committee, with the advice of our CEO, evaluates various aspects of Company performance in light of general economic conditions, and compares the Company's performance against similar competitors in the industry. Performance elements considered may include improvement in sales performance, cost containment initiatives, product and marketing development, risk management, or successful completion of major capital projects, including enhancements to manufacturing operations. These elements have not been specifically weighted in determining the amount of the equity incentive awards because the relative importance of each element may change from time to time and the responsibilities of each executive officer, as they contribute to the achievement of any particular objective, may vary. Factors considered when determining any specific equity-based award include: •the responsibilities of the executive officer; •the scope, level of expertise and experience required for the executive officer’s position and the period during which the officer has performed these responsibilities; •the strategic impact of the officer’s position; and •the potential future contribution of the officer. In 2024, we maintained the same targeted equity mix used the previous year, which emphasizes performance-based elements of PSUs (50%) and stock options (25%), with the remaining 25% allocated to restricted stock awards. The PSUs will measure AAON’s three-year total shareholder return ("TSR") relative to the constituents of the S&P 600 SmallCap Capital Goods Industry Group (as constituted at the beginning of the performance period). This allows us to reward executives for performance relative to companies facing similar market forces and aligns the interests of management with stockholders by incentivizing performance that drives returns that exceed our peers. The vesting horizon for the time-vested restricted shares and stock options is three years to align with the three-year performance period/vesting horizon of the PSUs. Please see the exhibit below for the relative TSR performance and payout scale:

  38. Equity-Based Compensation

    | TSR Percentile Ranking | Payout as a % of Target | | 80th Percentile or Above | 200% | | 55th Percentile | 100% | | 30th Percentile | 50% | | Below 30th Percentile | 0% |

  39. Equity-Based Compensation

    Results between points are interpolated on a straight-line basis. In the event that AAON's absolute TSR is negative over the three- year performance period, the payout will be capped at 100.0% of target, regardless of relative performance. For the three-year performance period of January 1, 2022 through December 31, 2024, the Company's TSR was 143.2% which ranked in the 79.1th percentile of our peer group and resulted in a final payout of 196.4% of target. The resulting shares can be found in the Performance Unit Vesting Schedule shown as part of the Grants of Plan-Based Awards tables. 37 COMPENSATION DISCUSSION AND ANALYSIS Awards may be granted to new key employees on their hire date. Other grant date determinations are made by the Compensation Committee, which are based upon the date the Committee met and proper communication was made to the NEO or key employee as defined in the definition of grant date by FASB ASC Topic 718. Stock option exercise prices are equal to the value of AAON stock on the close of business on the determined grant date. We have no program or practice to coordinate timing of grants with release of material, nonpublic information.

  40. Termination and Severance Arrangements

    Termination and Severance Arrangements The Executive Severance Plan includes senior executive officers, which includes NEOs, in order to define a consistent approach of treatment in the event of a severance event. Under the plan, NEOs are eligible to receive a payment of 1.5 to 2.0 times the sum of the NEOs base salary and, in certain circumstances, target annual bonus. Any severance payment is subject to the execution of an irrevocable release of claims.

  41. Change in Control Agreements

    Change in Control Agreements Our change in control agreements, in conjunction with the NEOs’ equity award agreements, provide separation benefits for our NEOs. Our program includes a double trigger for benefits and equity vesting. This means there must be a Company change in control and the NEO must experience a qualifying termination of employment prior to receiving benefits under the agreement. This practice creates security for the NEOs but does not provide an incentive for the NEO to leave the Company. Our program is designed to encourage the NEOs to focus on the best interests of stockholders by alleviating their concerns about a possible detrimental impact to their compensation and benefits under a potential change in control, not to provide compensation advantages to NEOs for executing a transaction. Our Committee reviews our change in control benefits periodically to ensure they are consistent with competitive practice and aligned with our compensation philosophy. As part of the review, calculations are performed to determine the overall program cost to the Company if a change in control event were to occur and all covered NEOs were terminated as a result. An assessment of competitive norms, including the reasonableness of the elements of compensation received, is used to validate benefit levels for a change in control. The Committee continues to believe that offering a change in control program is appropriate and critical to attracting and retaining executive talent and keeping them aligned with stockholder interests in the event of a change in control. 38 COMPENSATION DISCUSSION AND ANALYSIS

  42. Clawback Policies

    The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference in any such filing. 41 COMPENSATION OF NAMED EXECUTIVE OFFICERS Compensation of Named Executive Officers The “Summary Compensation Table” set forth below should be read in connection with the tables and narrative descriptions that follow. The “Grants of Plan-Based Awards Table”, and the description of the material terms of the non-qualified options and restricted stock awards granted in 2024 that follow it, provide information regarding the long-term equity incentives awarded to NEOs in 2024 that are also reported in the “Summary Compensation Table”. The “Outstanding Equity Awards at Fiscal Year End Table” and “Option Exercises and Stock Vesting Table” provide further information on the NEOs’ potential realizable value and actual value realized with respect to their equity awards. We did not have any pension plans, non-qualified deferred compensation plans or severance, retirement, termination, written or unwritten constructive termination or change in control arrangements for any of our NEOs for the year ended December 31, 2024.

  43. Clawback Policies

    | Name and Principal Position(2) | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation (4) ($) | Total ($) | | Gary D. Fields Chief Executive Officer | 2024 | 790,385 | — | 2,220,495 | 607,314 | 478,022 | 52,418 | 4,148,634 | | | 2023 | 745,192 | — | 2,240,116 | 562,500 | 1,421,143 | 37,834 | 5,006,785 | | | 2022 | 720,192 | 144,343 | 1,108,912 | 419,259 | 962,283 | 46,473 | 3,401,462 | | Rebecca A. Thompson VP, Finance, Chief Financial Officer and Treasurer | 2024 | 403,269 | — | 457,277 | 125,117 | 152,048 | 42,605 | 1,180,316 | | | 2023 | 369,231 | — | 448,053 | 112,496 | 478,504 | 38,887 | 1,447,171 | | | 2022 | 341,154 | — | 228,312 | 86,312 | 296,291 | 35,793 | 987,862 | | Matthew J. Tobolski President and Chief Operating Officer | 2024 | 503,548 | — | 579,635 | 162,514 | 203,000 | 48,975 | 1,497,672 | | Stephen E. Wakefield VP, Executive Vice-President of AAON, Inc. (an Oklahoma Corp.) | 2024 | 398,654 | — | 377,593 | 103,258 | 150,293 | 46,893 | 1,076,691 | | | 2023 | 327,115 | — | 313,501 | 78,785 | 409,057 | 41,116 | 1,169,574 | | | 2022 | 312,115 | — | 205,474 | 77,681 | 280,453 | 36,096 | 911,819 | | David E. Benson VP, BASX President | 2024 | 407,665 | — | 356,824 | 100,008 | 153,690 | 39,854 | 1,058,041 |

  44. Grants of Plan-Based Awards

    Grants of Plan-Based Awards We award stock incentives to key employees and the NEOs either on the initial date of employment or due to performance incentives throughout the year. The 2024 grants to NEOs are reported in the table below. All share numbers and prices have been adjusted to reflect stock splits.

  45. Grants of Plan-Based Awards

    | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | 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 ($/sh) | Grant Date Fair Value of Stock/ Option Awards ($) (1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Gary D. Fields | 3/11/24 | | | | 7,552 | 15,104 | 30,208 | | | | 1,604,649 | | | 3/11/24 | | | | | | | 7,812 | | | 615,846 | | | 3/11/24 | | | | | | | | 22,338 | 79.73 | 607,314 | | | 1/01/24 | 273,868 | 829,904 | 1,659,808 | | | | | | | | | Rebecca A Thompson | 3/11/24 | | | | 1,556 | 3,111 | 6,222 | | | | 330,513 | | | 3/11/24 | | | | | | | 1,608 | | | 126,764 | | | 3/11/24 | | | | | | | | 4,602 | 79.73 | 125,117 | | | 1/01/24 | 86,501 | 262,125 | 524,250 | | | | | | | | | Matthew J. Tobolski | 3/11/24 | | | | 1,964 | 3,927 | 7,854 | | | | 417,204 | | | 1/01/24 | | | | | | | 2,226 | | | 162,431 | | | 1/01/24 | | | | | | | | 7,215 | 73.87 | 162,514 | | | 1/01/24 | 116,320 | 352,484 | 704,967 | | | | | | | | | Stephen E. Wakefield | 3/11/24 | | | | 1,284 | 2,568 | 5,136 | | | | 272,824 | | | 3/11/24 | | | | | | | 1,329 | | | 104,769 | | | 3/11/24 | | | | | | | | 3,798 | 79.73 | 103,258 | | | 1/01/24 | 85,511 | 259,125 | 518,250 | | | | | | | | | David E. Benson | 3/11/24 | | | | 1,209 | 2,417 | 4,834 | | | | 256,782 | | | 1/01/24 | | | | | | | 1,371 | | | 100,042 | | | 1/01/24 | | | | | | | | 4,440 | 73.87 | 100,008 | | | 1/01/24 | 87,444 | 264,982 | 529,965 | | | | | | | |

  46. Grants of Plan-Based Awards

    | (1) The grant date fair value of the stock awards is calculated in accordance with ASC Topic 718. | | (2) Reflects amounts that could be earned pursuant to our annual cash incentive bonus plan. The plan provides that our NEOs may receive annual awards based on the performance of the Company measured by net sales and operating profit and individual performance during the relevant fiscal year. Company targets and individual goals are established annually by the Compensation Committee. The Compensation Committee established annual target awards for each officer expressed as a percentage of their base salaries. The actual amounts earned by the NEOs in 2024 under the plan and paid in 2025 are set forth under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table for 2024 above. |

  47. Grants of Plan-Based Awards

    The aggregate grant date fair value as determined under FASB ASC Topic 718, Compensation - Stock Compensation, for 2024 with respect to options, restricted stock awards and PSUs granted to the NEOs is shown in the “Summary Compensation Table”. The “Grants of Plan-Based Awards Table” provides additional detail regarding the options, restricted stock awards and PSUs granted to NEOs in 2024 including the exercise price and PSU payout levels.

  48. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table A discussion of 2024 salaries, bonuses and long-term incentive awards is included in “Executive Compensation”. NEOs are not separately entitled to receive dividend equivalent rights with respect to each stock option; however, dividends are paid for restricted stock awards (retroactively upon vesting). Each non-qualified stock option award described in the “Grants of Plan-Based Awards Table” above expires on the tenth anniversary of its associated grant date and vests in equal installments over three years. 43 COMPENSATION OF NAMED EXECUTIVE OFFICERS Restricted stock awards vest in equal installments over the course of three years. Restricted stock awards granted to Gary D. Fields vest over a three, two or one-year period (in the case of awards relating to his service as a director). In the case of awards relating to his service as an officer restricted stock awards vested over three years. The PSUs vest based on the level of achievement with respect to the Company's TSR benchmarked against similar companies included in the capital goods sector of the S&P SmallCap 600 Index. The TSR measurement period is three years. At the end of the measurement period, each award will be converted into AAON common stock at 0% to 200% of the PSU held. The following tables present information regarding outstanding equity awards as of December 31, 2024: Option Awards:

  49. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Expiration Date | | Gary D. Fields | — | 12,912 | 29.48 | 3/11/30 | | | — | 11,790 | 31.69 | 5/12/30 | | | 47,191 | — | 48.91 | 3/11/31 | | | 28,562 | 14,281 | 36.13 | 3/15/32 | | | 10,656 | 21,312 | 62.04 | 3/6/33 | | | — | 22,338 | 79.73 | 3/11/34 | | Rebecca A. Thompson | 9,350 | — | 24.63 | 1/02/28 | | | 91,500 | — | 27.58 | 3/11/29 | | | 33,252 | 8,313 | 29.48 | 3/11/30 | | | 13,482 | — | 48.91 | 3/11/31 | | | 5,880 | 2,940 | 36.13 | 3/15/32 | | | 2,132 | 4,262 | 62.04 | 3/6/33 | | | — | 4,602 | 79.73 | 3/11/34 | | Matthew J. Tobolski | — | 7,215 | 73.87 | 1/1/34 | | Stephen E. Wakefield | — | 12,696 | 29.48 | 3/11/30 | | | — | 2,646 | 36.13 | 3/15/32 | | | — | 2,984 | 62.04 | 3/6/33 | | | — | 3,798 | 79.73 | 3/11/34 | | David E. Benson | — | 4,440 | 73.87 | 1/1/34 |

  50. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Stock Awards:

  51. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Name | Number of Unearned Shares That Have Not Vested (1) | Market Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (2) | Equity Incentive Plan Awards: Market Value of Shares of Stock That Have Not Vested ($) | | Gary D. Fields | 19,226 | 2,262,516 | 80,460 | 9,468,533 | | Rebecca A. Thompson | 4,225 | 497,198 | 16,447 | 1,935,483 | | Matthew J. Tobolski | 2,226 | 261,956 | 3,927 | 462,129 | | Stephen E. Wakefield | 3,784 | 445,301 | 13,777 | 1,621,277 | | David E. Benson | 1,371 | 161,339 | 2,417 | 284,433 |

  52. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    44 COMPENSATION OF NAMED EXECUTIVE OFFICERS

  53. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | (1) Represents RSAs that have not vested. RSAs vest three years from the date of grant, at which time the grantee is entitled to receive one share of our common stock for each vested RSA, plus accrued dividends. RSAs accrue dividends from the date of grant through the vesting date. RSAs granted to Gary D. Fields in his capacity of a Director vest over his remaining term as a Director. RSAs are scheduled to vest as set forth in the table below. | | (2) Represents PSUs that have not vested. PSUs vest three years from the date of grant, at which time the holder is entitled to receive a percentage (0 to 200 percent) of the PSUs granted based on our TSR over the three-year performance period, compared with the TSR of the peer group. One share of our common stock is payable in respect of each PSU granted that becomes vested. The number of PSUs represented and their corresponding market value is based on 196.4% achievement at December 31, 2024 for awards vesting in 2025; target payout of 100.0% for awards vesting in 2026, 2027 and 2028. PSUs are scheduled to vest as set forth in the table below. |

  54. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Restricted Stock Vesting Schedule: | | | | Name | # of Shares | Vesting Date | | Gary D. Fields | 3,111 | on March 6, 2025 | | | 3,474 | on March 11, 2025 | | | 3,939 | on March 15, 2025 | | | 383 | on May 12, 2025 | | | 3,111 | on March 6, 2026 | | | 2,604 | on March 11, 2026 | | | 2,604 | on March 11, 2027 | | Rebecca A. Thompson | 622 | on March 6, 2025 | | | 1,097 | on March 11, 2025 | | | 812 | on March 15, 2025 | | | 622 | on March 6, 2026 | | | 536 | on March 11, 2026 | | | 536 | on March 11, 2027 | | Matthew J. Tobolski | 742 | on January 1, 2025 | | | 742 | on January 1, 2026 | | | 742 | on January 1, 2027 | | Stephen E. Wakefield | 435 | on March 6, 2025 | | | 1,298 | on March 11, 2025 | | | 730 | on March 15, 2025 | | | 435 | on March 6, 2026 | | | 443 | on March 11, 2026 | | | 443 | on March 11, 2027 | | David E. Benson | 457 | on January 1, 2025 | | | 457 | on January 1, 2026 | | | 457 | on January 1, 2027 |

  55. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    45 COMPENSATION OF NAMED EXECUTIVE OFFICERS Performance Unit Vesting Schedule:

  56. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Name | # of Shares | Vesting Date | | Gary D. Fields | 45,480 | on March 15, 2025 | | | 19,876 | on March 15, 2026 | | | 15,104 | on March 15, 2027 | | Rebecca A. Thompson | 9,362 | on March 15, 2025 | | | 3,974 | on March 15, 2026 | | | 3,111 | on March 15, 2027 | | Matthew J. Tobolski | 3,927 | on March 15, 2027 | | Stephen E. Wakefield | 8,427 | on March 15, 2025 | | | 2,782 | on March 15, 2026 | | | 2,568 | on March 15, 2027 | | David E. Benson | 2,417 | on March 15, 2027 |

  57. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    The following table presents information regarding the exercise of stock options and vesting of stock by NEOs during 2024.

  58. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Exercised (#) | Valued Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Valued Realized on Vesting ($) | | Gary D. Fields | 127,008 | 12,930,583 | 12,768 | 1,030,003 | | Rebecca A. Thompson | 18,500 | 1,729,500 | 2,941 | 237,483 | | Matthew J. Tobolski | — | — | | | | Stephen E. Wakefield | 54,601 | 4,692,676 | 4,188 | 336,445 | | David E. Benson | — | — | | |

  59. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S- K, we are providing the following information concerning the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Gary D. Fields, our CEO. For 2024, our last completed fiscal year: •the median of the annual total compensation of all employees of our Company (excluding our CEO) was $61,661; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $4,148,634. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation to all other employees for 2024 was 67.3 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: 1.We determined that, as of December 31, 2024, our employee population consisted of approximately 4,653 individuals with all of these individuals located within the United States (as reported in Item 1, Business, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2025 (our “Annual Report”)). This population consisted of our full-time, part-time and temporary employees. a.We used December 31, 2024 for our determination date for ease of reconciling data back to tax and payroll records. 46 COMPENSATION OF NAMED EXECUTIVE OFFICERS 2.To identify the “median employee” from our employee population, we compared the amount of salary, wages, 401(k) contributions and HSA contributions as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2024. a.Based on our particular facts and circumstances, we determined annualizing the total compensation of our permanent partial-year employees would not reasonably reflect the annual compensation of our employee population. As a result, we did not annualize the total compensation of our permanent employees who worked less than all of 2024 and therefore excluded such partial-year employees from the employee population utilized in our calculations. Since we historically widely distribute annual equity awards to all levels of our employees, such awards were included in our compensation measure. 1.We identified our median employee using this compensation measure, which was consistently applied to all of our employees included in the calculation. Since all of our employees (including our CEO) are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee. 2.After identifying our median employee, we combined all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $61,661. The difference between such employee’s wages and the employee’s annual total compensation represents the estimated value of such employee’s 401(k) matching contributions, HSA matching contributions, and equity awards. For the annual total compensation of our PEO, we use the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.

  60. Pay Versus Performance

    Pay Versus Performance The following table sets forth information concerning the compensation of our PEO and other NEOs for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020 and our financial performance for each such fiscal year. The table includes a calculated value titled "compensation actually paid" ("CAP"), the majority of which has in fact not been earned or paid and reflects updated values of outstanding equity awards that are still subject to vesting, and in some cases, performance requirements.

  61. Pay Versus Performance

    | Year | Summary Compensation Table total for PEO ($) | Compensation actually paid to PEO ($) | Average summary compensation total for non- PEO NEOs ($) | Average compensation actually paid to non-PEO NEOs ($) | Value of initial fixed $100 investment based on: | | Net Income ($000s) | Net Sales ($000s) | | | | | | | Total shareholder return ($) | S&P 600 Capital Goods Industry Group TSR ($) | | | | 2024 | 4,148,634 | 12,954,361 | 1,203,180 | 2,819,029 | 366.97 | 225.84 | 168,559 | 1,200,635 | | 2023 | 5,006,785 | 9,619,347 | 1,154,361 | 2,422,754 | 229.53 | 191.84 | 177,623 | 1,168,518 | | 2022 | 3,401,462 | 3,844,215 | 848,828 | 733,570 | 155.24 | 138.76 | 100,376 | 888,788 | | 2021 | 2,912,108 | 5,480,646 | 1,064,856 | 1,400,334 | 162.64 | 145.03 | 58,758 | 534,517 | | 2020 | 2,387,673 | 6,460,946 | 1,285,424 | 3,065,868 | 135.70 | 115.68 | 79,009 | 514,551 |

  62. Pay Versus Performance

    47 COMPENSATION OF NAMED EXECUTIVE OFFICERS

  63. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Gary D. Fields | Rebecca A. Thompson, Matthew J. Tobolski, Stephen E. Wakefield, David E. Benson | | 2023 | Gary D. Fields | Rebecca A. Thompson, Stephen E. Wakefield, Gordon D. Wichman, Robert P. Teis | | 2022 | Gary D. Fields | Rebecca A. Thompson, Stephen E. Wakefield, Larry G. Stewart, Gordon D. Wichman, Casey R. Kidwell | | 2021 | Gary D. Fields | Norman H. Asbjornson, Scott M. Asbjornson, Rebecca A. Thompson, Stephen E. Wakefield, Larry G. Stewart | | 2020 | Gary D. Fields | Norman H. Asbjornson, Scott M. Asbjornson, Rebecca A. Thompson, Stephen E. Wakefield |

  64. Pay Versus Performance

    The tables below provide the adjustments made to the Summary Compensation Table ("SCT") total compensation to arrive at the CAP for the PEO and the average for the Non-PEO NEOs. The PEO calculation of CAP:

  65. Pay Versus Performance

    | | SCT total compensation | Deduction from SCT total for equity awards | Additions to SCT total for equity awards | Compensation actually paid | | 2024 | $4,148,634 | $(2,827,809) | $11,633,536 | $12,954,361 | | 2023 | 5,006,785 | (2,802,616) | 7,415,178 | 9,619,347 | | 2022 | 3,401,462 | (1,528,171) | 1,970,924 | 3,844,215 | | 2021 | 2,912,108 | (1,437,328) | 4,005,866 | 5,480,646 | | 2020 | 2,387,673 | (1,310,542) | 5,383,815 | 6,460,946 |

  66. Pay Versus Performance

    The following details the sources of the CAP additions related to the PEO's Equity Awards:

  67. Pay Versus Performance

    | | Fair value of equity awards reported in SCT for applicable year | Fair value of equity awards granted in applicable year at year end | Change in fair value of unvested equity awards from prior years | Change in fair value of vested equity awards from prior years | Fair value of equity awards forfeited during the covered year | Dividends paid | Total Adjustments | | 2024 | $(2,827,809) | $5,157,950 | $5,859,318 | $607,442 | $— | $8,826 | $8,805,727 | | 2023 | (2,802,616) | 3,309,701 | 3,566,691 | 531,390 | — | 7,396 | 4,612,562 | | 2022 | (1,528,171) | 2,760,769 | (500,273) | (294,512) | — | 4,940 | 442,753 | | 2021 | (1,437,328) | 1,633,142 | 1,944,716 | 424,930 | — | 3,078 | 2,568,538 | | 2020 | (1,310,542) | 2,678,303 | 2,088,973 | 614,783 | — | 1,756 | 4,073,273 |

  68. Pay Versus Performance

    48 COMPENSATION OF NAMED EXECUTIVE OFFICERS The Non-PEO NEOs calculation of CAP:

  69. Pay Versus Performance

    | | SCT total compensation | Deduction from SCT total for equity awards | Additions to SCT total for equity awards | Compensation actually paid | | 2024 | $1,203,180 | $(565,557) | $2,181,406 | $2,819,029 | | 2023 | 1,154,361 | (438,525) | 1,706,918 | 2,422,754 | | 2022 | 848,828 | (271,436) | 156,178 | 733,570 | | 2021 | 1,064,856 | (464,911) | 800,389 | 1,400,334 | | 2020 | 1,285,424 | (666,094) | 2,446,538 | 3,065,868 |

  70. Pay Versus Performance

    The following details the sources of the CAP additions related to the PEO's Equity Awards:

  71. Pay Versus Performance

    | | Fair value of equity awards reported in SCT for applicable year | Fair value of equity awards granted in applicable year at year end | Change in fair value of unvested equity awards from prior years | Change in fair value of vested equity awards from prior years | Fair value of equity awards forfeited during the covered year | Dividends paid | Total Adjustments | | 2024 | $(565,557) | $1,063,661 | $877,991 | $238,179 | $— | $1,575 | $1,615,849 | | 2023 | (438,525) | 520,978 | 945,328 | 237,614 | — | 2,998 | 1,268,393 | | 2022 | (271,436) | 491,969 | (139,312) | (79,925) | (117,768) | 1,214 | (115,258) | | 2021 | (464,911) | 478,526 | 420,880 | 11,506 | (111,693) | 1,170 | 335,478 | | 2020 | (666,094) | 1,680,209 | 601,986 | 163,694 | — | 649 | 1,780,444 |

  72. Pay Versus Performance

    All fair value calculations were performed in accordance with the provisions of FASB ASC Topic 718 and consistent with the methods utilized to calculate grant date fair values as disclosed in Note 15 - Share-Based Compensation to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. Non-qualified stock option fair values are calculated based on the Black-Scholes option pricing model. Adjustments have been made using our stock price as of each measurement date and updated assumptions for expected term, volatility, dividend yield and interest rates. Restricted stock award adjustments have been made using our stock price as of each measurement date and updated assumptions for interest rates and dividend yield and accrued dividends for vesting restricted stock awards. For PSUs, adjustments at each measurement date have been made based on the expected level of achievement with respect to the Company's TSR benchmarked against the S&P 600 Capital Goods Industry Group.

  73. Narrative to Pay Versus Performance Table

    Narrative to Pay Versus Performance Table For the year ending December 31, 2024, the most important financial performance measures used to link compensation actually paid to our NEOs to Company performance were net sales, operating profit and our TSR. Our NEO's target total compensation is tied to performance goals aligned with our stockholders' interest. The majority of target compensation was weighted toward long-term equity performance and time-based awards and the financial performance metric was TSR. The short-term incentive program's funding metrics are net sales and operating profit. The graphs below depict the relationship between compensation actually paid and the Company's cumulative total shareholder return, net income, net sales and operating profit: 49 COMPENSATION OF NAMED EXECUTIVE OFFICERS 50 COMPENSATION OF NAMED EXECUTIVE OFFICERS The following table sets forth information concerning our equity compensation plans as of December 31, 2024:

  74. Narrative to Pay Versus Performance Table

    | Plan Category | 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 plan (excluding securities reflected in column (a) | | Column | (a) | (b) | (c) | | Equity compensation plans approved by security holders (1) | 2,957,871 | 39.82 | 2,714,799 | | Equity compensation plans not approved by security holders (2) | — | — | — | | Total | 2,957,871 | 39.82 | 2,714,799 |

  75. Narrative to Pay Versus Performance Table

    | (1) Consists of shares covered by stock options granted under the 2007 LTIP, as amended, the 2016 Incentive Plan, as amended and the 2024 Incentive Plan. The stock options outstanding as of December 31, 2024 have a weighted-average remaining term of 5.62 years. | | (2) We do not maintain any equity compensation plans that have not been approved by the stockholders. |

  76. Narrative to Pay Versus Performance Table

    51 PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION Proposal No. 3 - Advisory Vote on Executive Compensation Our Board is asking our stockholders to vote, on an advisory basis, to approve the compensation of our NEOs, as disclosed in this Proxy Statement in accordance with SEC rules and Section 14A of the Exchange Act. We recognize the interest our stockholders have in the compensation of our executives and this proposal gives us the opportunity to obtain the views of stockholders on the effectiveness of our executive compensation program. This vote is not intended to address any specific item of compensation, but rather concerns the overall compensation of our NEOs, and the policies and practices described in this Proxy Statement. Because this vote is advisory, it is therefore not binding on the Company. However, the Board and the Compensation Committee value the opinions of our stockholders and will consider our stockholders’ views, including what, if any, actions may be appropriate to address any concerns identified through the advisory vote.