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As Of Filer Filing For·On·As Docs:Size 4/08/24 Aaon, Inc. DEF 14A 5/21/24 11:11M |
Document/Exhibit Description Pages Size 1: DEF 14A Definitive Proxy Statement HTML 2.82M 6: R1 Cover HTML 16K 7: R2 Pay vs Performance Disclosure HTML 267K 8: XML IDEA XML File -- Filing Summary XML 20K 11: XML XBRL Instance -- aaon-20240408_htm XML 363K 3: EX-101.DEF XBRL Definitions -- aaon-20240408_def XML 17K 4: EX-101.LAB XBRL Labels -- aaon-20240408_lab XML 23K 5: EX-101.PRE XBRL Presentations -- aaon-20240408_pre XML 16K 2: EX-101.SCH XBRL Schema -- aaon-20240408 XSD 15K 9: JSON XBRL Instance as JSON Data -- MetaLinks 124± 155K 10: ZIP XBRL Zipped Folder -- 0000824142-24-000106-xbrl Zip 4.00M
| aaon-20240408 |
☑ | Preliminary
Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☐ | Definitive Proxy Statement | |
☐ | Definitive
Additional Materials | |
☐ | Soliciting Material under §240.14a-12 |
☑ | No fee required | |
☐ | Fee paid
previously with preliminary materials | |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
 |
Beneficial Ownership Reporting Compliance | 29 |
PROPOSAL 4 - INCREASE AUTHORIZED COMMON SHARES | |
PROPOSAL 5 - APPROVE THE 2024 INCENTIVE PLAN | |
ANNEX A - CERTIFICATE OF AMENDMENT | |
ANNEX B - 2024 LONG-TERM
INCENTIVE PLAN |
Director | Age | Start | Expires | Occupation | Independent |
Norman
H. Asbjornson | 88 | 1988 | 2024 | Retired, Chief Executive Officer and Executive Chairman of AAON | No |
64 | 2015 | 2024 | President and Chief Executive Officer, AAON(1) | No | |
Angela E. Kouplen | 50 | 2016 | 2024 | Senior
Vice President and Chief Human Resources Officer, ONE Gas, Inc. | Yes |
Caron A. Lawhorn | 63 | 2019 | 2026 | Retired, Senior Vice President and Chief Financial Officer, ONE
Gas, Inc. | Yes |
Stephen O. LeClair | 55 | 2017 | 2026 | Chairman and Chief Executive Officer, Core & Main, Inc. | Yes |
A.H.
McElroy II | 61 | 2007 | 2025 | President and Chief Executive Officer, McElroy Manufacturing, Inc. | Yes |
David R. Stewart | 68 | 2021 | 2026 | Chief
Administrative Officer and Trustee of the Oklahoma Ordnance Works Authority | Yes |
Bruce Ware | 48 | 2021 | 2025 | Corporate Vice President and Group Head Joint Venture Capital
Raising, DaVita Inc. | Yes |
(1) Effective 1/1/2024, Gary D. Fields is only the Chief Executive Officer of AAON and is no longer the President as Matt Tobolski was named President. | |||||
Operational
Efficiency and Investments | Research and Development Lead to Industry Innovation | Identifying Risks to Business and Industry | Industry Collaboration and Leadership | Commitment
to Sustaining Communities and Natural Resources |
AAON recognizes that investments in its facilities, employees, and governance in a clean, safe, and environmentally conscious manner are critical to long-term sustainability. | Our
research and development leads the charge in energy efficient innovations to meet increasing decarbonization demands and to help AAON customers be more sustainable. | AAON proactively works with internal and external
stakeholders to identify and address risks that could affect our business and industry. This includes disclosing ESG performance and practices with third- parties. | AAON emphasizes the importance of shared knowledge,
resources, and solutions to industry towards best- practices and collective action from all stakeholders to positively impact climate change. | AAON commits to protecting natural ecosystems through partnerships
and investments in sustainability projects surrounding its local locations and worldwide. |
•Institutional
Investors | •Sell-Side Analysts | •Proxy Advisory Firms |
•Retail Stockholders | •Pension
Funds | •ESG Raters |
•Growth
Strategies | •Sustainability | •Inflation and Supply Chain Issues |
•Product Innovation | •Sales Channel | •Capital Projects
and Capacity |
•Pricing Strategy | •Marketing Investments | |
•Regulations | •Strategic M&A |
Director | Board | Audit
Committee | Compensation Committee | Governance Committee |
Angela E. Kouplen | Member | Member | Chair | — |
Caron
A. Lawhorn | Vice-Chair | Chair | — | Member |
Stephen O. LeClair | Member | Member | — | Member |
A.H.
McElroy II | Chair | — | Member | Chair |
David R. Stewart | Member | Member | — | Member |
Bruce
Ware | Member | Member | Member | — |
Number of Meetings in 2023 | 5 | 4 | 6 | 5 |
Member
Participation | >75% | >75% | >75% | >75% |
Director | Annual Retainer ($) | Independent Chair
/ Vice Chair ($) | Chair Fee ($) | Audit ($) | Compensation ($) | Governance ($) | Total ($) |
Norman
H. Asbjornson | $63,750 | $— | $— | $— | $— | $— | $63,750 |
Angela
E. Kouplen | $63,750 | $— | $16,000 | $10,000 | $— | $— | $89,750 |
Caron
A. Lawhorn | $63,750 | $50,000 | $20,000 | $— | $— | $9,000 | $142,750 |
Stephen
O. LeClair | $63,750 | $— | $— | $10,000 | $— | $9,000 | $82,750 |
A.H.
McElroy II | $63,750 | $83,250 | $16,000 | $— | $9,000 | $— | $172,000 |
David
R. Stewart | $63,750 | $— | $— | $10,000 | $— | $9,000 | $82,750 |
Bruce
Ware | $63,750 | $— | $— | $10,000 | $9,000 | $— | $82,750 |
Director | Fees Earned or Paid in Cash ($) | Restricted
Stock Awards(1) ($) | Stock Options ($) | All Other Comp. ($) | Total ($) | ||
Norman H. Asbjornson | $63,750 | $107,297 | (3) | $— | $551,404 | (3) | $722,451 |
Angela
E. Kouplen | $89,750 | $107,297 | (2) | $— | $— | $197,047 | |
Caron A. Lawhorn | $142,750 | $106,247 | (2) | $— | $— | $248,997 | |
Stephen
O. LeClair | $82,750 | $106,247 | (2) | $— | $— | $188,997 | |
A.H. McElroy II | $172,000 | $106,766 | (2) | $— | $— | $278,766 | |
David
R. Stewart | $82,750 | $106,247 | (2) | $— | $— | $188,997 | |
Bruce Ware | $82,750 | $106,766 | (2) | $— | $— | $189,516 |
(1) | The
values reflect grant date fair value of awards ranging from $60.03 to $60.62 per share granted on May 16, 2023. 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, 2023, 3,852; 1,770; 1,770; 3,606; 1,770 and 3,606 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, 2023, 3,852 unvested shares
associated with restricted stock awards and 757,069 vested and exercisable non-qualified stock options were outstanding for Mr. Asbjornson. |
Skills,
Attributes, and Experience | Norman H. Asbjornson | Gary D. Fields | Angela E. Kouplen | Caron A. Lawhorn | Stephen
O. LeClair | A.H. McElroy II | David R. Stewart | Bruce Ware |
Accounting and Financial Expertise | l | l | l | l | l | |||
Acquisitions
and Divestitures | l | l | l | l | ||||
Banking | l | l | ||||||
Compliance | l | l | ||||||
Corporate
Development | l | l | l | l | l | l | ||
Corporate Governance | l | l | l | l | l | l | ||
Engineering
Management | l | l | l | |||||
Executive Compensation | l | l | l | l | ||||
Executive
Management | l | l | l | l | l | l | l | l |
Financial
and Operational Analysis | l | l | l | l | l | l | ||
Human Resources | l | l | ||||||
Industry
Knowledge | l | l | ||||||
Information Technology | l | l | ||||||
Operations | l | l | l | l | ||||
Operational
Technology | l | |||||||
Public Accounting | l | l | ||||||
Regulatory Compliance | l | |||||||
Risk
Management and Oversight | l | l | l | l | l | l | ||
Sales Channel | l | l | ||||||
Strategic
and Financial Planning | l | l | l | l | l | l | l | |
Demographic
Background | ||||||||
Board Tenure (years) | 36 | 9 | 8 | 5 | 7 | 17 | 3 | 3 |
Age
(years) | 88 | 64 | 50 | 63 | 55 | 61 | 68 | 48 |
Gender
(male/female) | M | M | F | F | M | M | M | M |
Race/Ethnicity | ||||||||
African
American or Black | l | |||||||
Alaskan Native or American Indian | l | |||||||
Caucasian/White | l | l | l | l | l | l | ||
Year
Ended December 31, | ||
Fee Type | 2023 | 2022 |
Audit fees (1) | $756,776 | $808,282 |
Audit-related
fees | — | — |
Tax fees | — | — |
Total | $756,776 | $808,282 |
(1) | Professional
services rendered for the audits of our financial statements and reviews for the related quarterly financial statements. |
Audit Committee of the Board of Directors: |
Caron A. Lawhorn, Chair |
Angela E. Kouplen, Member |
Stephen
O. LeClair, Member |
David R. Stewart, Member |
Bruce Ware, Member |
Name and Address of Beneficial Owner | Number of Shares Owned | Percent of Class | |
Norman H. Asbjornson | 14,308,842 | (1) | 17.4% |
2425
South Yukon Ave. | |||
BlackRock, Inc. | 10,322,371 | (2) | 12.6% |
50
Hudson Yards | |||
Kayne Anderson Rudnick Investment Management, LLC | 4,160,272 | (3) | 5.1% |
2000
Avenue of the Stars, Suite 1110 | |||
The Vanguard Group | 7,217,311 | (4) | 8.8% |
100
Vanguard Blvd. | |||
(1) | Includes 10,734
shares under AAON's 401(k) plan, 733,405 shares issuable upon exercise of stock options exercisable currently or within 60 days of the Annual Meeting, 231,000 shares owned by his foundation and 13,318,829 shares held as trustee of trusts. Mr. Asbjornson has sole voting and investment powers with respect to all shares beneficially owned by him. |
(2) | This share ownership information was provided in a Schedule 13G/A filed January
23, 2024, which discloses that BlackRock, Inc. possesses sole voting power of 10,212,335 shares and sole dispositive power of all of the reported shares. |
(3) | This share ownership information was provided in a Schedule 13G/A filed on February 13, 2024, which discloses that Kayne Anderson Rudnick Investment Management, LLC possesses sole voting power of 1,069,414 shares and sole dispositive power of 1,152,822 shares, and possesses shared
voting power and shared dispositive power of 3,007,450 shares. |
(4) | This share ownership information was provided in a Schedule 13G/A filed on February 13, 2024, which discloses that The Vanguard Group possesses shared voting power of 126,049 shares, sole dispositive power of 7,019,400 shares and shared dispositive power of 197,911 shares. |
Name of Beneficial Owner | Total
Number of AAON Common Stock Shares owned (1) | Shares Issuable Upon Exercise of Stock Options (2) | Percent of Class |
Norman H. Asbjornson | 13,575,437 | 733,405 | 17.43% |
76,864 | 213,417 | * | |
Angela E. Kouplen | 35,052 | — | * |
Caron
A. Lawhorn | 14,568 | — | * |
Stephen O. LeClair | 27,459 | — | * |
A.
H. McElroy II | 132,250 | — | * |
David R. Stewart | 7,769 | — | * |
Robert
P. Teis | 16,390 | 52,139 | * |
Rebecca A. Thompson | 20,714 | 174,096 | * |
Stephen
E. Wakefield | 26,367 | 29,946 | * |
Bruce Ware | 5,769 | — | * |
Gordon
D. Wichman | 11,681 | 75,483 | * |
Directors, nominees and Named Executive Officers as a group (12 persons) | 13,950,320 | 1,278,486 | 18.55% |
(1) | All
shares are held beneficially and of record and the owner has sole voting and investment power with respect thereto, except as otherwise |
(2) | Shares issuable upon exercise of stock options exercisable currently or within 60 days of the Annual Meeting. |
* | Less than 1%. |
Name of Beneficial Owner | Stock Held by 401(k) Plan |
Norman H. Asbjornson | 10,734 |
5,390 | |
Angela E. Kouplen | — |
Caron A. Lawhorn | — |
Stephen
O. LeClair | — |
A. H. McElroy II | — |
David R. Stewart | — |
Robert
P. Teis | 2,105 |
Rebecca A. Thompson | 3,417 |
Stephen E. Wakefield | 10,697 |
Bruce
Ware | — |
Gordon D. Wichman | 3,734 |
Directors, Nominees, and Named Executive Officers as a group (12 persons) | 36,077 |
NEO Name | NEO Title |
President and Chief Executive Officer(1) | |
Rebecca A. Thompson | Vice President, Finance, Chief Financial Officer and Treasurer |
Stephen E. Wakefield | Vice President and Chief Operating Officer(2) |
Gordon
D. Wichman | Vice President, President of AAON Coil Products |
Robert P. Teis | Vice President, Sales and Marketing(3) |
(1) | Effective
1/1/2024, Gary D. Fields is only the Chief Executive Officer of AAON and is no longer the President as Matt Tobolski was named President. |
(2) | Effective 1/1/2024, Stephen E. Wakefield is Vice President of AAON and Executive Vice-President of AAON, Inc. (an Oklahoma Corporation) |
(3) | Effective
1/1/2024, Robert P. Teis is Vice President of AAON and Vice President of Business Technology |
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. | |
At-Will Employment: Our executive officers are employed at- will and we do not use employment agreements. | No Hedging in Company Securities: Our directors, executive officers and other employees are prohibited from engaging in hedging transactions, short sales or derivative transactions with respect to AAON securities. | |
Independent
Compensation Consultant: We utilize an independent compensation consultant reporting directly to the Compensation Committee. | Perquisites: We do not offer perquisites to our NEOs. Benefits available to our NEOs are consistent with those offered to all employees. | |
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. |
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; |
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. |
Named Executive Officer | 2022 Base Salary | 2023 Base Salary | Percent
Increase |
$725,000 | $750,000 | 3.4% | |
Rebecca A. Thompson | $345,000 | $375,000 | 8.7% |
Stephen
E. Wakefield | $315,000 | $330,000 | 4.8% |
Gordon D. Wichman | $250,000 | $300,000 | 20.0% |
Robert
P. Teis | $275,000 | $275,000 | —% |
Named Executive Officer | 2022 Bonus Target | 2023
Bonus Target |
100% | 100% | |
Rebecca A. Thompson | 65% | 65% |
Stephen
E. Wakefield | 65% | 65% |
Gordon D. Wichman | 50% | 65% |
Robert P. Teis | 50% | 50% |
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% |
(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. |
Metric | Opportunity Budget | Actual Results | Budget | Bonus
Factor |
Operating Profit | $202.9 million | $233.4 million | 115% | 1.07 |
Net Sales | $1,076.6
million | $1,168.5 million | 109% | .66 |
Weighted Bonus Factor | 1.73 |
Metric | Opportunity Budget | Actual Results | Budget | Bonus Factor |
Operating
Profit | $188.2 million | $212.3 million | 113% | 1.01 |
Net Sales | $931.5 million | $1,010.3 million | 108% | .66 |
Weighted
Bonus Factor | 1.67 |
Named Executive Officer | Base Salary(1) | Eligible
% of Base Salary | Bonus Target | Weighted Bonus | Performance Adjustment | Annual Incentive Bonus |
$745,192 | 100% | $745,192 | 1.73 | 1.10 | $1,421,143 | |
Rebecca A. Thompson | $369,231 | 65% | $240,000 | 1.73 | 1.15 | $478,504 |
Stephen
E. Wakefield | $327,115 | 65% | $212,625 | 1.67 | 1.15 | $409,057 |
Gordon D. Wichman | $291,346 | 65% | $189,375 | 1.67 | 1.00 | $316,806 |
Robert
P. Teis | $275,000 | 50% | $137,500 | 1.67 | 1.00 | $230,024 |
(1 | Salary
is cash compensation for the year and reflects varying pay levels during the year. |
TSR Percentile Ranking | Payout
as a % of |
80th Percentile or Above | 200% |
55th Percentile | 100% |
30th Percentile | 50% |
Below
30th Percentile | 0% |
Position | Minimum
Stock Ownership Requirements |
CEO | 6 times base salary |
President (when separate from CEO) | 4 times base salary |
CFO, COO, EVP, SVP | 3 times base salary |
Other
Officers | 2 times base salary |
Directors | 6 times board level cash retainer |
Compensation Committee of the Board of Directors: |
Angela E. Kouplen, Chair |
A.H. McElroy II, Member |
Bruce
Ware, Member |
Name and Principal Position(2) | Year | Salary
($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity
Incentive Plan Compensation ($) (3) | All Other Compensation (4) ($) | Total ($) |
President and CEO | 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 | |
2021 | 676,923 | — | 814,152 | 623,176 | 722,700 | 75,157 | 2,912,108 | |
Rebecca
A. Thompson VP, Finance, Chief Financial Officer and Treasurer | 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 | |
2021 | 296,731 | — | 206,893 | 178,033 | 188,887 | 36,217 | 906,761 | |
Stephen
E. Wakefield VP, Chief Operating Officer | 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 | |
2021 | 287,308 | — | 310,100 | 267,050 | 199,379 | 22,387 | 1,086,224 | |
Gordon
D. Wichman VP, President of AAON Coil Products | 2023 | 291,346 | — | 298,864 | 74,984 | 316,806 | 32,758 | 1,014,758 |
2022 | 250,000 | 25,920 | 146,734 | 55,486 | 172,799 | 39,702 | 690,641 | |
Robert
P. Teis VP, Sales and Marketing | 2023 | 275,000 | — | 269,085 | 158,362 | 230,024 | 53,471 | 985,942 |
2022 | 221,897 | — | 52,852 | 25,358 | 73,107 | 119,444 | 492,658 |
(1) | See
discussion of assumptions made in valuing these awards in the notes to our financial statements. The values reflect grant date fair value of awards. Compensation costs are recognized for options, performance share units and restricted stock awards over their requisite service period. |
(2) | Ms. Thompson was promoted from Chief Accounting Officer to Vice President, Finance, Chief Financial Officer and Treasurer effective April 30, 2021. Mr. Wichman
was promoted to Vice President and Executive Vice President of AAON Coil Products, Inc. effective January 1, 2022 and subsequently promoted to President of AAON Coil Products effective February 24, 2023. Mr. Teis was promoted to Vice President, Sales and Marketing effective August 3, 2022. |
(3) | All amounts relate to our Annual Cash Incentive Bonus Plan and are accrued at December 31st
and paid in March of the following year. See details in the above discussion under Annual Cash Incentive Bonuses. |
(4) | All Other Compensation consists of the following amounts: |
Name | Year | Match
under 401(k) Plan (a) | Match to Health Savings Account (HSA) (b) | Life Insurance Premiums (c) | Other Bonuses (d) |
Gary
D Fields | 2023 | $34,650 | $1,441 | $1,428 | $315 |
Rebecca
A. Thompson | 2023 | $34,650 | $2,450 | $1,428 | $359 |
Stephen
E. Wakefield | 2023 | $34,650 | $4,932 | $1,428 | $106 |
Gordon
D. Wichman | 2023 | $26,015 | $4,932 | $1,428 | $383 |
Robert
P. Teis | 2023 | $23,607 | $2,450 | $1,428 | $25,986 |
(a) | Represents
matching contributions to the Company's 401(k) Plan by AAON. |
(b) | Represents matching contributions by AAON to the employee's Health Savings Account. |
(c) | Represents company-paid life insurance premiums. |
(d) | Represents
referral, years of service, fractional shares and for Mr. Teis includes $25,867 related to sales performance bonuses. |
Estimated Future Payouts under Equity Incentive Plan Awards | All
Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise
or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock/ Option Awards ($) (1) | ||||
Name | Grant Date | Thres hold
(#) | Target (#) | Maxim um (#) | ||||
4/06/23 | 3,274 | 6,547 | 13,094 | 552,653 | ||||
3/06/23 | 6,665 | 13,329 | 26,658 | 1,125,056 | ||||
3/06/23 | 9,333 | 562,407 | ||||||
3/06/23 | 31,968 | 62.04 | 562,500 | |||||
Rebecca
A. Thompson | 4/06/23 | 655 | 1,309 | 2,618 | 110,531 | |||
3/06/23 | 1,333 | 2,665 | 5,330 | 224,986 | ||||
3/06/23 | 1,867 | 112,536 | ||||||
3/06/23 | 6,394 | 62.04 | 112,496 | |||||
Stephen
E. Wakefield | 4/06/23 | 458 | 916 | 1,832 | 77,359 | |||
3/06/23 | 933 | 1,866 | 3,732 | 157,503 | ||||
3/06/23 | 1,305 | 78,639 | ||||||
3/06/23 | 4,477 | 62.04 | 78,785 | |||||
Gordon
D. Wichman | 4/06/23 | 437 | 873 | 1,746 | 73,687 | |||
3/06/23 | 889 | 1,777 | 3,554 | 150,033 | ||||
3/06/23 | 1,246 | 75,144 | ||||||
3/06/23 | 4,261 | 62.04 | 74,984 | |||||
Robert
P. Teis | 4/06/23 | 327 | 654 | 1,308 | 55,202 | |||
3/06/23 | 667 | 1,333 | 2,666 | 112,556 | ||||
3/06/23 | 750 | 45,195 | ||||||
3/06/23 | 931 | 56,132 | ||||||
3/06/23 | 5,805 | 62.04 | 102,143 | |||||
3/06/23 | 3,195 | 62.04 | 56,218 | |||||
(1) | The
grant date fair value of the stock awards is calculated in accordance with ASC Topic 718. |
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option
Exercise Price ($) | Expiration Date |
— | 28,200 | 27.58 | 3/11/29 | |
38,736 | 25,824 | 29.48 | 3/11/30 | |
35,370 | 23,580 | 31.69 | 5/12/30 | |
31,461 | 15,730 | 48.91 | 3/11/31 | |
14,281 | 28,562 | 36.13 | 3/15/32 | |
— | 31,968 | 62.04 | 3/6/33 | |
Rebecca
A. Thompson | 27,850 | — | 24.63 | 1/02/28 |
73,200 | 18,300 | 27.58 | 3/11/29 | |
24,939 | 16,626 | 29.48 | 3/11/30 | |
8,988 | 4,494 | 48.91 | 3/11/31 | |
2,940 | 5,880 | 36.13 | 3/15/32 | |
— | 6,394 | 62.04 | 3/6/33 | |
Stephen
E. Wakefield | — | 27,300 | 27.58 | 3/11/29 |
— | 25,392 | 29.48 | 3/11/30 | |
1,079 | 6,741 | 48.91 | 3/11/31 | |
2,646 | 5,292 | 36.13 | 3/15/32 | |
— | 4,477 | 62.04 | 3/6/33 | |
Gordon
D. Wichman | 7,302 | — | 21.58 | 10/23/28 |
33,450 | 10,800 | 27.58 | 3/11/29 | |
9,468 | 6,312 | 29.48 | 3/11/30 | |
4,071 | 2,035 | 48.91 | 3/11/31 | |
1,890 | 3,780 | 36.13 | 3/15/32 | |
— | 4,261 | 62.04 | 3/6/33 | |
Robert
P. Teis | 8,175 | — | 24.50 | 2/28/28 |
16,380 | 4,095 | 27.58 | 3/11/29 | |
4,761 | 3,174 | 29.48 | 3/11/30 | |
8,901 | 4,450 | 48.91 | 3/11/31 | |
790 | 1,580 | 38.01 | 9/2/32 | |
— | 5,805 | 62.03 | 3/6/33 | |
— | 3,195 | 62.04 | 3/6/33 |
Name | Number of Unearned Shares That Have Not Vested (1) | Market
Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (2) | Equity Incentive Plan Awards: Market Value of Shares of
Stock That Have Not Vested ($) |
24,182 | 1,786,324 | 50,498 | 3,730,258 | |
Rebecca
A. Thompson | 5,558 | 410,569 | 10,874 | 803,255 |
Stephen E. Wakefield | 6,643 | 490,718 | 10,271 | 758,697 |
Gordon
D. Wichman | 3,307 | 244,288 | 6,679 | 493,356 |
Robert P. Teis | 5,262 | 388,704 | 4,130 | 305,054 |
(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 110% achievement at December 31, 2023 for awards vesting in 2024; target payout of 100% for awards vesting in 2025 and 2026. PSUs are scheduled to vest as set forth in the table below. |
Restricted Stock Vesting Schedule: | ||
Name | # of Shares | Vesting Date |
3,111 | ||
4,632 | ||
3,938 | ||
705 | on May 11, 2024 | |
382 | on May 12, 2024 | |
3,111 | ||
870 | ||
3,939 | ||
383 | on May
12, 2025 | |
3,111 | ||
Rebecca A. Thompson | 623 | |
1,507 | ||
811 | ||
622 | ||
561 | ||
812 | ||
622 | ||
Stephen E. Wakefield | 435 | |
3,024 | ||
729 | ||
435 | ||
855 | ||
730 | ||
435 | ||
Gordon D. Wichman | 416 | |
805 | ||
521 | ||
415 | ||
213 | ||
522 | ||
415 | ||
Robert P. Teis | 560 | |
1,287 | ||
305 | ||
816 | ||
96 | ||
559 | ||
675 | ||
306 | ||
96 | ||
562 | ||
Name | # of Shares | Vesting Date |
7,491 | ||
23,157 | ||
19,876 | ||
Rebecca A. Thompson | 2,140 | |
4,767 | ||
3,974 | ||
Stephen E. Wakefield | 3,209 | |
4,291 | ||
2,782 | ||
Gordon D. Wichman | 968 | |
3,064 | ||
2,650 | ||
Robert P. Teis | 735 | |
1,410 | ||
1,987 |
Name | Option Awards | Stock Awards | ||
Number of Shares
Exercised (#) | Valued Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Valued Realized on Vesting ($) | |
84,690 | 5,325,141 | 6,432 | 375,404 | |
Rebecca A. Thompson | 15,350 | 975,500 | 1,897 | 112,088 |
Stephen
E. Wakefield | 196,000 | 14,092,035 | 3,924 | 231,107 |
Gordon D. Wichman | 14,430 | 918,553 | 2,297 | 130,938 |
Robert
P. Teis | 2,100 | 138,170 | 3,460 | 216,857 |
Year | Summary Compensatio n Table total for
PEO ($) | Compensatio n actually paid to PEO ($) | 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 ($) | |||||||
2023 | i 5,006,785 | i 9,619,347 | i 1,154,361 | i 2,422,754 | i 229.53 | i 191.84 | i 177,623 | i 1,168,518 |
2022 | i 3,401,462 | i 3,844,215 | i 848,828 | i 733,570 | i 155.24 | i 138.76 | i 100,376 | i 888,788 |
2021 | i 2,912,108 | i 5,480,646 | i 1,064,856 | i 1,400,334 | i 162.64 | i 145.03 | i 58,758 | i 534,517 |
2020 | i 2,387,673 | i 6,460,946 | i 1,285,424 | i 3,065,868 | i 135.70 | i 115.68 | i 79,009 | i 514,551 |
Year | PEO | Non-PEO
NEOs | ||||||
2023 | Rebecca A. Thompson, Stephen E. Wakefield, Gordon D. Wichman, Robert P. Teis | |||||||
2022 | Rebecca A. Thompson, Stephen E. Wakefield, Larry G. Stewart, Gordon D. Wichman, Casey R. Kidwell | |||||||
2021 | Norman H. Asbjornson,
Scott M. Asbjornson, Rebecca A. Thompson, Stephen E. Wakefield, Larry G. Stewart | |||||||
2020 | Norman H. Asbjornson, Scott M. Asbjornson, Rebecca A. Thompson, Stephen E. Wakefield | |||||||
2020 | 2021 | 2022 | 2023 | |||||||
PEO | Average
for Non- PEO NEOs | PEO | Average for Non- PEO NEOs | PEO | Average for Non- PEO
NEOs | PEO | Average for Non- PEO NEOs | |||
Less: Fair value of equity awards reported in Summary Compensation Table for applicable year | ( i 1,310,542) | ( i 666,094) | ( i 1,437,328) | ( i 464,911) | ( i 1,528,171) | ( i 271,436) | ( i 2,802,616) | ( i 438,525) | ||
Add:
Fair value of equity awards granted in applicable year at year end | i 2,678,303 | i 1,680,209 | i 1,633,142 | i 478,526 | i 2,760,769 | i 491,969 | i 3,309,701 | i 520,978 | ||
Change
in fair value of unvested equity awards from prior years | i 2,088,973 | i 601,986 | i 1,944,716 | i 420,880 | ( i 500,273) | ( i 139,312) | i 3,566,691 | i 945,328 | ||
Change
in fair value of vested equity awards from prior years | i 614,783 | i 163,694 | i 424,930 | i 11,506 | ( i 294,512) | ( i 79,925) | i 531,390 | i 237,614 | ||
Less:
Fair value of equity awards forfeited during the covered year | i — | i — | i — | ( i 111,693) | i — | ( i 117,768) | i — | i — | ||
Add:
Dividends paid | i 1,756 | i 649 | i 3,078 | i 1,170 | i 4,940 | i 1,214 | i 7,396 | i 2,998 | ||
Total
Adjustments | i 4,073,273 | i 1,780,444 | i 2,568,538 | i 335,478 | i 442,753 | ( i 115,258) | i 4,612,562 | i 1,268,393 | ||
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) | 3,619,585 | 33.09 | 5,070,436 |
Equity compensation plans not approved by security holders (2) | — | — | — |
Total | 3,619,585 | 33.09 | 5,070,436 |
(1) | Consists
of shares covered by stock options granted under the 2007 LTIP, as amended, and the 2016 Incentive Plan, as amended. The stock options outstanding as of December 31, 2023 have a weighted-average remaining term of 5.99 years. |
(2) | We do not maintain any equity compensation plans that have not been approved by the stockholders. |
Related
Party | Nature of Business Transaction | Amounts* |
Fields Mechanical Systems(1) | Sales and Purchases | Total Sales: $7.8 million Total Purchases: $0.2
million |
Norman H. Asbjornson(2) | Sales and Purchases | Total Sales: $— million Total Purchases: $0.6 million |
Kvichak Lodge(3) | Purchases | Total
Purchases: $0.2 million |
N25VR, LLC(4) | Purchases | Total Purchases: $0.4 million |
(1) | The
Company sells products to Fields Mechanical Systems, which is owned by the brother of our CEO, Gary Fields. This entity is also one of the Company's independent sales representatives and as such, the Company makes payments to the entity for third party products, which are reflected in our financial statement as amounts Due to Representatives. The Company had $1.0 million in outstanding receivables from Fields Mechanical
Systems at December 31, 2023. |
(2) | The Company sometimes makes sales to Norman Asbjornson and makes payments to Mr. Asbjornson related to a consulting agreement. The |
(3) | The
Company made payments to Kvichak Lodge, a hunting and fishing lodge in Alaska, which is partially owned by Mr. Fields, CEO, for various Company meetings. |
(4) | The Company leases flight time of an aircraft partially owned by our current President, Matt Tobolski, and Vice President, Dave Benson. |
* | Amounts
of "$— million" are less than one hundred thousand dollars. |
 |
The
Board of Directors recommends a vote FOR All Nominees in Proposal 1: | For | Against | Abstain | The Board of Directors recommends a vote FOR Proposal 5: | For | Against | Abstain | ||||||||
1.
Election of Directors for a term ending in 2027: | 5. Proposal to approve the Company's 2024 Long-Term Incentive Plan. | ¨ | ¨ | ¨ | |||||||||||
1a.
Norman H. Asbjornson | ¨ | ¨ | ¨ | ||||||||||||
1b. Gary D. Fields | ¨ | ¨ | ¨ | ||||||||||||
1c.
Angela E. Kouplen | ¨ | ¨ | ¨ | ||||||||||||
The
Board of Directors recommends a vote FOR Proposal 2: | For | Against | Abstain | ||||||||||||
2. Proposal to ratify the selection of Grant Thornton
LLP as our independent registered public accounting firm for the year ending | ¨ | ¨ | ¨ | ||||||||||||
The
Board of Directors recommends a vote FOR Proposal 3: | For | Against | Abstain | Note: Such other business as may properly come before the meeting or any adjournment thereof. | |||||||||||
3.
Proposal to approve, on an advisory basis, a resolution on the compensation of AAON's named executive officers as set forth in the Proxy Statement. | ¨ | ¨ | ¨ | ||||||||||||
The
Board of Directors recommends a vote FOR Proposal 4: | For | Against | Abstain | ||||||||||||
4. Proposal to amend the
Company's Articles of Incorporation to increase its total authorized common shares from 100,000,000 to 200,000,000. | ¨ | ¨ | ¨ | ||||||||||||
Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, | |||||||||||||||
please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or | |||||||||||||||
partnership, please sign in full corporate or partnership name, by authorized officer. | |||||||||||||||
Signature
[PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | ||||||||||||
| This ‘DEF 14A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/15/26 | ||||
| 3/6/26 | ||||
| 9/2/25 | ||||
| 5/12/25 | ||||
| 3/15/25 | ||||
| 3/11/25 | ||||
| 3/6/25 | ||||
| 2/15/25 | ||||
| 1/16/25 | ||||
| 12/31/24 | ||||
| 12/9/24 | ||||
| 9/2/24 | ||||
| For Period end: | 5/21/24 | PRE 14A | ||
| 5/20/24 | ||||
| 5/12/24 | ||||
| 5/11/24 | ||||
| 4/18/24 | ||||
| Filed on: | 4/8/24 | 4, ARS | ||
| 3/22/24 | ||||
| 3/21/24 | ||||
| 3/15/24 | 4 | |||
| 3/11/24 | 144, 4 | |||
| 3/6/24 | 4 | |||
| 2/28/24 | 10-K, 8-K | |||
| 2/13/24 | SC 13G/A | |||
| 1/23/24 | SC 13G/A | |||
| 1/1/24 | 3 | |||
| 12/31/23 | 10-K, ARS | |||
| 12/29/23 | ||||
| 10/2/23 | ||||
| 5/16/23 | 4, 8-K | |||
| 3/21/23 | 4/A | |||
| 3/10/23 | 4, D | |||
| 2/24/23 | 8-K | |||
| 12/30/22 | ||||
| 12/16/22 | 4 | |||
| 8/3/22 | 3, 8-K | |||
| 1/1/22 | 3, 8-K | |||
| 4/30/21 | 8-K | |||
| 1/1/21 | ||||
| 5/12/20 | 4, 4/A, DEF 14A | |||
| 3/1/19 | ||||
| 5/15/18 | 4, 8-K, DEF 14A | |||
| 11/2/17 | 10-Q, 8-K | |||
| 1/1/17 | ||||
| 5/24/16 | 3, 4, 8-K, DEF 14A | |||
| List all Filings | ||||
