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DATE AND TIME:
Thursday, June 15, 2023 9:00 a.m. CT |
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Instructions regarding all methods of voting are contained on any Notice of Internet Availability of Proxy Materials or proxy card provided. If your shares are held in the name of a bank, broker, fiduciary or custodian, follow the voting instructions you receive from your record holder.
Your vote is important. Whether or not you intend to be present at the meeting, to assure that your shares are represented at the meeting, please vote promptly using one of the methods mentioned below.
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WHERE:
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Generac Power
Systems, Inc. S45 W29290 Hwy. 59 Waukesha, Wisconsin 53189
ADMISSION: Holders of record of our common stock at the close of business on April 17, 2023 are entitled to notice of, and to vote at, the annual meeting.
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Internet
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Telephone
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Mail
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In Person
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Visit the internet
website indicated on the Notice of Internet Availability or any proxy card you receive and follow the on-screen instructions. |
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Use the toll-free
telephone number shown on the Notice of Internet Availability or any proxy card you receive. |
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If you request a paper proxy card by telephone or internet, you may elect to vote by mail. If you elect to do so, you should date, sign and promptly return your proxy card by mail in the postage prepaid envelope which accompanied that proxy card.
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You can deliver a completed proxy card at the
meeting or vote in person. |
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Thank you for your continued support of and interest in the Company.
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| SUMMARY INFORMATION | | | |
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| CORPORATE GOVERNANCE | | | |
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| BENEFICIAL OWNERSHIP OF OUR COMMON STOCK | | | |
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| EXECUTIVE COMPENSATION | | | |
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| REPORT OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE | | | |
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| 2022 DIRECTOR COMPENSATION | | | |
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| RELATED PERSON TRANSACTIONS | | | |
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| REPORT OF THE AUDIT COMMITTEE | | | |
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| INFORMATION CONCERNING SOLICITATION AND VOTING | | | |
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| | Important notice: | | |
| | The Board of Directors (the “Board of Directors” or “Board”) of Generac Holdings Inc. (“Generac,” “we,” “us,” “our,” or the “Company”) is soliciting your proxy to be voted at the Annual Meeting of Stockholders to be held on Thursday, June 15, 2023. | | |
| | Instead of mailing a printed copy of our proxy materials to each stockholder, we furnish proxy materials to our stockholders over the internet by mailing a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), unless otherwise instructed by the stockholder. The Notice of Internet Availability includes information on where to view all proxy materials online, as well as voting instructions. If you received a Notice of Internet Availability and you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability. The Notice of Internet Availability was first mailed on or about April 28, 2023 to all stockholders of record as of the record date for the annual meeting, which was the close of business on April 17, 2023. | | |
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2023 Proxy Statement
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1
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2023 Proxy Statement
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Proposals at the Meeting
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Board Recommendations:
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Proposal 1: Election of
Directors Marcia J. Avedon
Bennett J. Morgan Dominick P. Zarcone |
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Pages 4-15
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FOR each
director nominee |
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Proposal 2:
To ratify the selection of
Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023 |
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Page 58
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FOR
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Proposal 3:
To approve, on an advisory,
non-binding basis, the compensation of our executive officers |
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Page 60
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FOR
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Proposal 4:
To approve, on an advisory,
non-binding basis, the frequency of future votes on executive compensation |
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Page 61
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1 YEAR
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2
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2023 Proxy Statement
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3
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2023 Proxy Statement
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The nominees for election as Class II Directors at the 2023 annual meeting are described below, each of whom has been nominated by the Board of Directors. If elected, each of the nominees is expected to serve for a three-year term expiring at the annual meeting of stockholders of the Company in 2026 and until their respective successors have been elected and qualified.
The Board of Directors recommends a vote FOR the Company’s nominees for Class II Directors.
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Director
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Audit Committee
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Human
Capital and Compensation Committee |
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Nominating
and Corporate Governance Committee |
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Marcia Avedon
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C
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X
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John Bowlin
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Robert Dixon
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C
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William Jenkins
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Andrew Lampereur
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C
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Bennett Morgan (L)
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X
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X
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Nam Nguyen
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X
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David Ramon
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X
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X
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Kathryn Roedel
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X
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X
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Dominick Zarcone
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X
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X
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4
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2023 Proxy Statement
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5
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2023 Proxy Statement
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MARCIA J. AVEDON, PH.D.
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Age: 61
Director Since: 2019
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EXPERIENCE & QUALIFICATIONS
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2022-Current: Founder and CEO, Avedon Advisory, LLC
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2020-2022: Executive Vice President, Chief Human Resources, Marketing, & Communications Officer for Trane Technologies, a climate control innovation company focusing on heating and cooling in buildings, homes, and transportation (previously Ingersoll-Rand, plc)
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2007-2020: Senior Vice President of Human Resources, Communications, and Corporate Affairs for Ingersoll-Rand, plc, leading global human resources, public affairs, corporate social responsibility, communications, and strategic marketing
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2002-2006: Chief Human Resources Officer at Merck, a global pharmaceutical company
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1995-2002: Held increasingly responsible leadership positions in Human Resources and Communications for Honeywell International, a global diversified company
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Prior to 1995: Held positions in Human Resources at Anheuser-Busch Companies and as a consultant with Booz, Allen & Hamilton
Other Board Service
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Current Director of Acuity Brands, Inc.
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Former Director of GCP Applied Technologies, a global manufacturer of construction products
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Former Director of Lincoln National Corporation, a Fortune 500 financial services company
Ms. Avedon brings to Generac extensive expertise on global human resources and human capital topics. Ms. Avedon has over 30 years of experience leading organizational transformation, talent and succession management, culture change, corporate social responsibility, and communications.
Ms. Avedon earned a Bachelor of Arts in Psychology from the University of North Carolina at Wilmington, and a Master’s Degree and Ph.D. in Industrial and Organizational Psychology from George Washington University.
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6
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2023 Proxy Statement
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BENNETT J. MORGAN
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Age: 59
Director Since: 2013
Lead Director Since: 2018
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EXPERIENCE & QUALIFICATIONS
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2005-2016: President and Chief Operating Officer, Polaris Industries Inc., a manufacturer of power sports vehicles (“Polaris”)
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2004-2005: Vice President and General Manager, ATV Division, Polaris
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2001-2004: General Manager, ATV Division, Polaris
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1997-2001: General Manager, PGA Division, Polaris
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1987-1997: Various marketing, product development, and operations positions at Polaris Industries
Mr. Morgan brings to Generac extensive leadership skills. Having served in senior roles as President and Chief Operating Officer for a public company, Mr. Morgan has over 25 years of expertise in international consumer durables products, dealer distribution, product development, and innovation. Serving in these leadership roles provides Mr. Morgan with in-depth knowledge of strategic growth and development and company oversight, including talent development, product development, engineering, and manufacturing operations.
Mr. Morgan earned his Bachelor of Science in Economics from St. John’s University and Master of Business Administration from the Carlson School of Management at the University of Minnesota.
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7
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2023 Proxy Statement
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DOMINICK P. ZARCONE
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Age: 64
Director Since: 2017
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EXPERIENCE & QUALIFICATIONS
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2017-Current: President and Chief Executive Officer of LKQ Corporation, a global distributor of vehicle parts and accessories
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2015-2017: Chief Financial Officer, LKQ Corporation
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2011-2015: Managing Director and Chief Financial Officer of Baird Financial Group, a capital markets and wealth management company, and certain of its affiliates
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2011-2015: Treasurer of Baird Funds, Inc., a family of fixed income and equity mutual funds managed by Robert W. Baird & Co. Incorporated, a registered broker/dealer
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1995-2011: Managing Director of the Investment Banking department of Robert W. Baird & Co. Incorporated
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1986-1995: Held various positions with investment banking company Kidder, Peabody & Co., Incorporated, most recently as Senior Vice President of Investment Banking
Other Board Service
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Current Director of LKQ Corporation
Mr. Zarcone brings to Generac extensive management and leadership experience, serving in senior leadership roles as Chief Executive Officer and Chief Financial Officer of a public corporation. Mr. Zarcone has also held senior leadership roles as Managing Director and Chief Financial Officer of privately held companies. Mr. Zarcone has over 35 years of expertise in investment banking, wealth management, and capital markets bringing significant financial expertise to Generac.
Mr. Zarcone earned his Bachelor of Science in Finance from the University of Illinois at Urbana-Champaign and Master of Business Administration from the University of Chicago Graduate School of Business.
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8
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2023 Proxy Statement
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JOHN D. BOWLIN
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Age: 72
Director Since: 2006
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EXPERIENCE & QUALIFICATIONS
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2008-2011: Consultant to CCMP Capital Advisors, LLC
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1985-2003: Held various leadership positions with Philip Morris Companies, Inc. and Miller Brewing Company, including
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President, Oscar Mayer Food Corporation,
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President and Chief Operating Officer, Miller Brewing Company,
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President and Chief Operating Officer, Kraft Foods North America,
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President and Chief Executive Officer, Kraft International, Inc., and
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President and Chief Executive Officer, Miller Brewing Company.
Other Board Service
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Current Director of Cerity Partners, a leading, national registered financial advisory firm
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Former Director of the Schwan Food Company, Quiznos, and ChupaChups
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Former Director and Non-Executive Chairman of
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Vitamin Shoppe, Inc.,
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Spectrum Brands, and
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Pliant Corporation.
Mr. Bowlin brings to Generac extensive leadership skills and operational experience having served in several executive positions, including as Chairman, Chief Executive Officer and Chief Operating Officer for a number of privately held companies and divisions of public companies. With over 30 years in leadership roles in the consumer products industry, Mr. Bowlin’s background also provides Generac with significant strategic growth and development expertise.
Mr. Bowlin holds a Bachelor of Business Administration from Georgetown University and a Master of Business Administration from Columbia University.
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9
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2023 Proxy Statement
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AARON P. JAGDFELD
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Age: 51
Director Since: 2006
Chairman Since: 2016
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EXPERIENCE & QUALIFICATIONS
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2008-Current: President and Chief Executive Officer of Generac
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2007: President of Generac, responsible for sales, marketing, engineering, and product development
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2002-2006: Chief Financial Officer, Generac
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1994-2001: Finance Department, Generac
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Prior to 1994: Audit Practice, Deloitte & Touche, LLP
Other Board Service
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Current Director of The Hillman Group, a public company providing complete hardware solutions
As the Chief Executive Officer and the only management representative on the Board, Mr. Jagdfeld provides valuable insight to the Board regarding the day-to-day business issues facing the Company. Since joining the Company, he has navigated a number of challenges, including our initial public offering, the significant increase in sales, numerous acquisitions, and our international expansion. Mr. Jagdfeld has extensive finance and operational experience and has high-level leadership experience in several prior positions. Mr. Jagdfeld holds a Bachelor of Business Administration in Accounting from the University of Wisconsin-Whitewater.
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ANDREW G. LAMPEREUR
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Age: 60
Director Since: 2014
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EXPERIENCE & QUALIFICATIONS
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2000-2017: Executive Vice President and Chief Financial Officer, Actuant Corporation, a global diversified company that designs and manufactures industrial products and systems
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1999-2000: Applied Power (Actuant) Business Development Leader
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1998-1999: Vice President and General Manager-Distribution, Gardner Bender (Actuant subsidiary)
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1996-1998: Vice President Finance, Gardner Bender
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1993-1996: Corporate Controller, Actuant Corporation
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Prior to 1993: Held various financial positions with Fruehauf Trailer Corporation, Terex Corporation, and Price Waterhouse
Other Board Service
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Former Director of Jason Industries, Inc.
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Former Director of Robbins & Myers
Mr. Lampereur brings extensive financial experience to Generac. Mr. Lampereur has over 26 years of senior-level financial experience in a variety of businesses complementary to Generac, including as a chief financial officer and director of a public company.
Mr. Lampereur graduated with a Bachelor of Business Administration in Accounting from St. Norbert College.
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10
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2023 Proxy Statement
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NAM T. NGUYEN
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Age: 47
Director Since: 2022
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EXPERIENCE & QUALIFICATIONS
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2020-Current: Chief Operating Officer, Generate Capital, a leading sustainable infrastructure company
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2013-2020: Executive Vice President, SunPower Corp., a solar power products company
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Prior to 2013: Vice President of Global Business Development at First Solar and held various positions in investment banking, working in New York, Singapore and Los Angeles
Ms. Nguyen brings to Generac over 20 years of experience as an executive leader in renewable energy and sustainable infrastructure. Ms. Nguyen specializes in P&L management, international market expansion, business development, sales strategy and operations, and financing. Working in the domestic and international solar sector, Ms. Nguyen has led startup and expansion projects, specifically driving revenue and scaling businesses in new markets. Ms. Nguyen’s background with solar power and renewable energy markets provides Generac with valuable expertise and strategic insight within key areas of Generac’s business. Ms. Nguyen also brings significant international experience, having worked in Latin America and Singapore.
Ms. Nguyen graduated with a Bachelor of Arts in Economics from Columbia University and a Master of Business Administration from Harvard University.
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11
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2023 Proxy Statement
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ROBERT D. DIXON
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Age: 63
Director Since: 2012
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EXPERIENCE & QUALIFICATIONS
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2014-2016: Chairman and CEO of Natural Systems Utilities LLC, a distributed water infrastructure company
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2012-2014: Chief Executive Officer of Seven Seas Water Corporation, an international services corporation
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1983-2011: Held various leadership roles at Air Products and Chemicals, Inc., including Senior Vice President & General Manager
Other Board Service
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Former Director of Valicor Environmental Services, a private equity-owned company that is one of the largest providers of nonhazardous wastewater treatment services in North America.
Mr. Dixon brings to Generac over 30 years of global management, operations and finance experience. Mr. Dixon has significant prior experience working in the energy industry, including specifically within the industrial gas sector on various clean energy initiatives. Mr. Dixon also brings vast international experience to Generac, having managed international operations for the majority of his career, including spending several years working overseas in Asia.
Mr. Dixon earned a Bachelor of Business Administration from Miami University and a Master of Business Administration from Pennsylvania State University. He also attended the Advanced Management Program at INSEAD in Fontainebleau, France.
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12
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2023 Proxy Statement
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DAVID A. RAMON
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Age: 67
Director Since: 2010
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EXPERIENCE & QUALIFICATIONS
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2019-Current: Investment Partner in Gratitude Railroad, an ESG alternative investment capital firm
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1998-Current: Founder and Managing Partner of Vaduz Partners, a private investment firm
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2014-2018: Chairman and Chief Executive Officer of Diversified Maintenance, a specialized facility services company
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2000-2007: President and Chief Executive Officer of USA.NET, Inc.
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1997-1998: President, Coleman Outdoor Recreation Group
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1994-1997: Held various senior management positions, including President and Chief Operating Officer of New World Television, Inc.
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1982-1994: Executive Vice President and Chief Financial Officer of Gillett Holdings, Inc.
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Prior to 1982: Arthur Young & Company
Other Board Service
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Current Director of Sagent-CTAM Holdings, Inc., a leading network solutions provider
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Former Director of Diversified Maintenance
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Former Director of New World Communications Group, Inc.
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Former Director of USA.NET, Inc.
Mr. Ramon brings to Generac more than 30 years of broad management, operations, and investment experience with established consumer product markets, emerging companies in cloud computing and software services, and in enterprises that deliver positive social and environmental impact. Mr. Ramon also brings significant leadership and financial experience, having served as CEO, COO, President or CFO for a number of privately held and public companies. Mr. Ramon’s work as a founder and managing partner of a private investment firm gives him significant and valuable capital markets experience.
Mr. Ramon earned a Bachelor of Business Administration in Accounting from the University of Wisconsin.
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13
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2023 Proxy Statement
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WILLIAM D. JENKINS, JR.
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Age: 57
Director Since: 2017
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EXPERIENCE & QUALIFICATIONS
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2021-Current: President of Palo Alto Networks, a public cybersecurity firm
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2012-2021: President & Chief Executive Officer of Barracuda Networks, a private network technology company
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1998-2012: Held various positions at EMC Corporation, an information infrastructure company, including President of the Backup Recovery Systems division
Other Board Service
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Current Director of Skydeck Acquisition Corporation, a special purpose acquisition company focused on media, technology, communications, and digital health companies
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Former Director of Barracuda Networks
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Former Director of Sumo Logic, a public cloud-based machine data analytics company
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Former Lead Director for Apigee Corporation (acquired by Google, Inc.)
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Former Director for Nimble Storage, Inc. (acquired by Hewlett Packard Enterprise Company)
Mr. Jenkins brings to Generac over 10 years of cybersecurity and technology experience, most recently serving as the President of a leading global cybersecurity company.
Mr. Jenkins holds a Bachelor of Science in General Engineering from the University of Illinois and a Master of Business Administration from Harvard Business School.
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14
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2023 Proxy Statement
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KATHRYN V. ROEDEL
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Age: 62
Director Since: 2016
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EXPERIENCE & QUALIFICATIONS
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2005-2016: Held various leadership roles at Sleep Number Corporation (formerly Select Comfort Corporation), a manufacturer of mattresses and sleep-related products, including
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Executive Vice President and Chief Services and Fulfillment Officer
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Executive Vice President, Product and Service, and
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Senior Vice President, Global Supply Chain.
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1983-2005: Held various leadership roles at GE, including
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General Manager, Global Supply Chain Strategy, GE Healthcare,
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General Manager, Global Quality and Six Sigma, GE Healthcare,
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Vice President Technical Operations and Director/Vice President of Quality Programs for GE Clinical Services, a division of GE Healthcare, and
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Various roles in Sourcing, Engineering, and Manufacturing at GE Information Services and GE Healthcare.
Other Board Service
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Current Director of Columbus McKinnon Corporation, a public company that designs and manufactures precision material handling systems
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Former Director of The Jones Family of Companies, a private, family-owned manufacturer serving the mattress and janitorial industries
Ms. Roedel brings to Generac extensive leadership experience across B2B and B2C sophisticated technology products and services and consumer/retail businesses. Ms. Roedel has held several senior level management positions, giving her significant experience in strategic growth and development and human resources/talent management. Ms. Roedel has over 30 years of expertise that includes extensive risk management, regulatory compliance, operations, and supply chain experience.
Ms. Roedel graduated with a Bachelor of Science in Mechanical Engineering from Michigan State University.
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15
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2023 Proxy Statement
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16
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2023 Proxy Statement
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Members
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Key Responsibilities
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(10 Meetings in 2022)
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ANDREW G.
LAMPEREUR (Chair) ROBERT D. DIXON
DAVID A. RAMON
KATHRYN V.
ROEDEL DOMINICK P.
ZARCONE |
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The Audit Committee, among other items, assists the Board of Directors in fulfilling its responsibility relating to the following:
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the integrity of our financial statements,
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our systems of internal controls and disclosure controls and procedures,
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our compliance with applicable law and ethics programs,
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the annual independent audit of our financial statements,
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review and assessment of the Company’s policies, practices, strategies, goals, and public reporting related to those environmental, social, and governance (“ESG”) matters falling within the Audit Committee’s responsibilities, and
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the evaluation of financial and enterprise risks, including areas related to legal compliance and ethics, cybersecurity, and certain other functional areas.
The Board has determined that each of Messrs. Dixon, Lampereur, Ramon, and Zarcone is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation SK, and the Board is satisfied that all members of our Audit Committee have sufficient expertise and business and financial experience necessary to effectively perform their duties as members of the Audit Committee. The Board has determined that all members of the Audit Committee meet the NYSE and SEC definitions of independence.
In connection with its review of the Company’s financial statements, the Audit Committee receives reports from the Company’s Chief Financial Officer and the Company’s independent registered public accounting firm regarding significant risks and exposures and assesses management’s steps to minimize them. The Audit Committee also reviews material legal and regulatory matters and compliance with significant applicable legal, ethical, and regulatory requirements, and receives reports from the Company’s General Counsel relating to these matters.
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17
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2023 Proxy Statement
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Members
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Key Responsibilities
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(5 Meetings in 2022)
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MARCIA J. AVEDON
(Chair) JOHN D. BOWLIN
WILLIAM D.
JENKINS JR. BENNETT J.
MORGAN DOMINICK P.
ZARCONE |
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The Human Capital and Compensation Committee:
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oversees the Company’s plans, policies, and programs relating to human capital management and corporate culture, including diversity, equity, and inclusion, to help ensure the Company is seeking, developing, and retaining human capital appropriate to meet the Company’s needs,
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reviews, assesses, and advises the Board regarding the Company’s policies, practices, strategies, and goals with respect to those ESG matters falling within its responsibilities,
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plays an integral role in the Company’s processes and procedures for the consideration and determination of executive and director compensation,
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determines the compensation policies and individual compensation decisions for our executive officers and ensures these policies and decisions are consistent with overall corporate performance,
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in conjunction with the Nominating and Corporate Governance Committee as needed, reviews the form and amount of director compensation and makes recommendations to the Board related thereto,
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has the authority to approve all stock option grants and other equity awards to our employees, directors, and executive officers,
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reviews and recommends to the Board of Directors the target annual incentive pool, the annual performance objectives for participants, and actual payouts to participants, including the executive officers,
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works with its independent compensation consultant and management in setting compensation to create incentives that encourage an appropriate level of risk taking that is consistent with the Company’s business strategy and maximization of stockholder value,
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reviews and approves annual ESG goals for the CEO and certain executives related to incentive compensation,
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oversees the Company’s Organizational Talent Review process and human capital programs and initiatives to determine whether outcomes are effective and achieve their intended purposes, and
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reviews management development and executive succession plans, including for the CEO.
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18
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2023 Proxy Statement
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Members
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Key Responsibilities
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(8 Meetings in 2022)
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ROBERT D. DIXON
(Chair) MARCIA J. AVEDON
BENNETT J.
MORGAN NAM T. NGUYEN
DAVID A. RAMON
KATHRYN V.
ROEDEL |
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The Nominating and Corporate Governance Committee:
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identifies candidates to serve as directors and on committees of the Board of Directors,
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develops, recommends, and reviews our corporate governance guidelines on a regular basis,
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oversees any necessary search, selection, and hiring process for appointing a new Chief Executive Officer
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assists the Board of Directors in its annual review of the performance and effectiveness of the Board of Directors and its Committees, and
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reviews the Company’s ESG policies, practices, and disclosures.
The Nominating and Corporate Governance Committee also undertakes such other tasks delegated to the committee by the Board of Directors.
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2023 Proxy Statement
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2023 Proxy Statement
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21
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2023 Proxy Statement
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22
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2023 Proxy Statement
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23
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2023 Proxy Statement
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24
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2023 Proxy Statement
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Name and address of beneficial owner
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Number of
Shares |
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Percentage of
Shares |
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| Principal stockholders | | | | | | | | | | | | | |
| The Vanguard Group(1) | | | | | 7,007,878 | | | | | | 11.3% | | |
| BlackRock, Inc.(2) | | | | | 4,259,220 | | | | | | 6.9% | | |
| Directors and Named Executive Officers(3)(4) | | | | | | | | | | | | | |
| Aaron Jagdfeld | | | | | 1,156,084 | | | | | | 1.9% | | |
| York Ragen | | | | | 241,410 | | | | | | 0.4% | | |
| Norman Taffe | | | | | 4,348 | | | | | | * | | |
| Erik Wilde | | | | | 33,600 | | | | | | 0.1% | | |
| Patrick Forsythe | | | | | 82,908 | | | | | | 0.1% | | |
| Marcia Avedon | | | | | 4,204 | | | | | | * | | |
| John Bowlin | | | | | 75,608 | | | | | | 0.1% | | |
| Robert Dixon | | | | | 17,083 | | | | | | * | | |
| William Jenkins | | | | | 8,161 | | | | | | * | | |
| Andrew Lampereur | | | | | 21,731 | | | | | | * | | |
| Bennett Morgan | | | | | 25,554 | | | | | | * | | |
| Nam Nguyen | | | | | 726 | | | | | | * | | |
| David Ramon | | | | | 33,759 | | | | | | 0.1% | | |
| Kathryn Roedel | | | | | 9,604 | | | | | | * | | |
| Dominick Zarcone | | | | | 13,369 | | | | | | * | | |
|
All members of the Board of Directors and executive officers as a
group (17 persons) |
| | | | 1,768,481 | | | | | | 2.8% | | |
|
|
| |
25
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2023 Proxy Statement
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26
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2023 Proxy Statement
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|
|
Named Executive Officer
|
| |
Title
|
|
| Aaron Jagdfeld | | |
President, Chief Executive Officer & Chairman
|
|
| York Ragen | | | Chief Financial Officer | |
| Norman Taffe | | | President Energy Technology | |
| Erik Wilde | | | Executive Vice President Industrial, Americas | |
| Patrick Forsythe | | | Chief Technical Officer | |
|
|
| |
2022 Business Highlights & Performance
|
|
|
|
| |
27
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2023 Proxy Statement
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28
|
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2023 Proxy Statement
|
|
|
WHAT WE DO:
|
| ||||||
|
|
| |
Pay for Performance
|
| |
Over 70% of executive officer pay is based on the achievement of specific annual and long term strategic and financial goals.
|
|
|
|
| |
Stock Ownership Guidelines
|
| |
Stock ownership guidelines have been established for executive officers and directors.
|
|
|
|
| |
Compensation Risk Assessments
|
| |
A compensation risk assessment is performed on a regular basis.
|
|
|
|
| |
Independent Compensation Consultant
|
| |
An independent consultant is retained by the Human Capital and Compensation Committee.
|
|
|
|
| |
Clawback Policy
|
| |
A clawback policy has been adopted that requires the CEO, CFO and other key members of executive management to reimburse or forfeit any excess incentive compensation received due to an accounting restatement of the Company’s financial statements as a result of the Company’s material noncompliance with any financial reporting requirement under federal securities and in certain instances of an executive officer’s gross negligence or misconduct, including a failure to manage and monitor risks that result in significant harm to the Company.
|
|
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| |
ESG in Incentive Plan
|
| |
Our short-term incentive plan includes individual executive ESG goals related to the development of our ESG strategy and qualitative metrics to measure success over time.
|
|
|
WHAT WE DO NOT DO:
|
| ||||||
|
|
| |
Hedging of Company Stock
|
| |
It is against Company policy to trade in puts or calls in Company securities, sell Company securities short, or otherwise hedge ownership of Company securities.
|
|
|
|
| |
Pledging of Company Stock
|
| |
Executive officers may not pledge Company securities or hold Company securities in margin accounts.
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|
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| |
Tax Gross Ups
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| |
Executive officers do not receive tax gross ups either directly or indirectly.
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| |
Dividends on Unearned Performance Awards
|
| |
Executive officers do not receive dividends on unearned performance awards.
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|
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| |
“Single Trigger” Change in Control Severance Provisions
|
| |
Executive officers do not have severance arrangements that trigger solely by virtue of a change in control.
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29
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2023 Proxy Statement
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|
What’s Changed
|
| | How It’s Changed | | | Rationale for Change | |
| |
|
| |
Ownership Requirements
|
| |
|
| |
Increased stock ownership requirements for Executive Vice Presidents from 2 to 3 times annual base pay
|
| |
|
| |
The Human Capital and Compensation Committee and Generac believe increasing ownership requirements supports long-term performance alignment.
|
| |
| |
|
| |
Peer Group
|
| |
|
| |
Removed three companies and added five new companies for a total of 22 companies
|
| |
|
| |
Removed companies due to small size and industrials focus. Added new companies due to similar business model/end products and revenue positioning.
|
| |
| |
|
| |
Annual Incentive Plan
|
| |
|
| |
Added Individual Performance Modifier to further differentiate pay for performance outcomes
|
| |
|
| |
The Human Capital and Compensation Committee and Generac believe individual performance is a key component of Generac’s compensation philosophy and objectives.
|
| |
|
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| |
30
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2023 Proxy Statement
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|
Pay Element
|
| |
Form
|
| |
Purpose
|
|
| Base Salary | | | Cash (Fixed) | | | Reflects position responsibilities, competitive market rates, strategic importance of the position, and individual experience. | |
| Annual Performance Bonus Plan (Short- Term Incentive) |
| | Cash (Variable) | | | Rewards achievement of Generac’s annual financial goals as defined by the Human Capital and Compensation Committee and other qualitative and quantitative performance objectives as determined by the Human Capital and Compensation Committee. | |
| Long-Term Incentives | | | Equity (Variable) | | | Rewards strong performance with incentives that focus our executive team on creating stockholder value over the long-term. Performance share weighting supports our pay for performance philosophy. | |
|
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31
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2023 Proxy Statement
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|
CEO Target Pay Mix
|
| |
Avg Other NEOs
Target Pay Mix |
|
| |
Role of the Human Capital and Compensation Committee and Management
|
| |
|
|
| |
32
|
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2023 Proxy Statement
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|
| |
The Role of the Independent Consultant
|
| |
| |
Assessing External Market Practice
|
| |
|
|
| |
33
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2023 Proxy Statement
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|
| |
A.O. Smith Corporation
|
| | EnerSys | | | Lennox International, Inc. | | | Snap-on Incorporated | | |
| | Acuity Brands, Inc. | | | Enphase Energy, Inc. | | | Nordson Corporation | | | SolarEdge Technologies, Inc. | | |
| | AMETEK, Inc. | | | First Solar, Inc. | | | Regal Rexnord Corporation | | | The Toro Company | | |
| | Brookfield Renewable Corporation | | | Hubbell Incorporated | | | Resideo Technologies, Inc. | | | Xylem, Inc. | | |
| | Donaldson Company, Inc. | | | IDEX Corporation | | | Rockwell Automation, Inc. | | | | | |
| | Dover Corporation | | | Ingersoll Rand, Inc. | | |
Skyworks Solutions, Inc.
|
| | | | |
| |
Stockholder Input and Outreach
|
| |
|
|
| |
34
|
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2023 Proxy Statement
|
|
|
Named Executive Officer
|
| |
Annual Base
Salary at 12/31/2021 |
| |
Annual Base
Salary at 12/31/2022 |
| |
% Change
|
| |||||||||
| Aaron Jagdfeld | | | | $ | 1,000,000 | | | | | $ | 1,050,000 | | | | | | 5.0% | | |
| York Ragen | | | | $ | 475,000 | | | | | $ | 525,000 | | | | | | 10.5% | | |
| Norman Taffe | | | | | N/A | | | | | $ | 425,000 | | | |
N/A
|
| |||
| Erik Wilde | | | | $ | 395,000 | | | | | $ | 420,000 | | | | | | 6.3% | | |
| Patrick Forsythe | | | | $ | 420,000 | | | | | $ | 430,000 | | | | | | 2.4% | | |
|
Named Executive Officer
|
| |
Below Threshold as
a % of Base Salary |
| |
Threshold Bonus
as a % of Base Salary |
| |
Target Bonus
as a % of Base Salary |
| |
Maximum Bonus
as a % of Base Salary |
| ||||||||||||
| Aaron Jagdfeld | | | | | 0% | | | | | | 74.8% | | | | | | 130% | | | | | | 260% | | |
| York Ragen | | | | | 0% | | | | | | 43.1% | | | | | | 75% | | | | | | 150% | | |
| Norman Taffe | | | | | 0% | | | | | | 43.1% | | | | | | 75% | | | | | | 150% | | |
| Erik Wilde | | | | | 0% | | | | | | 43.1% | | | | | | 75% | | | | | | 150% | | |
| Patrick Forsythe | | | | | 0% | | | | | | 37.4% | | | | | | 65% | | | | | | 130% | | |
|
|
| |
35
|
| |
2023 Proxy Statement
|
|
|
Adjusted EBITDA
|
| |
PWC as % of
Net Sales |
| |
IPG
|
| |||
| 50% | | | | | 25% | | | | 25% | |
|
Annual Performance Bonus Metrics
|
| |
2022 Financial Targets
|
| |
2022 Achievement
|
| |
Overall
Payout % |
|
| Adjusted EBITDA (50%) * | | |
$1,167.7 million
|
| |
$824.7 million
|
| | | |
| PWC as % of Net Sales (25%) | | |
24.0%
|
| |
33.6%
|
| |
0%
|
|
| IPGs (25%) | | |
NA
|
| |
Paid Out Based on Adjusted
EBITDA Achievement |
| | | |
|
|
| |
36
|
| |
2023 Proxy Statement
|
|
|
Named Executive Officers (NEOs)
|
| |
AIP Target
|
| |
2022 AIP
Achievement* |
| |
2022 AIP
Payment |
| |||||||||
| Aaron Jagdfeld | | | | $ | 1,365,000 | | | | | | 0.0% | | | | | $ | 0 | | |
| York Ragen | | | | $ | 393,750 | | | | | | 0.0% | | | | | $ | 0 | | |
| Norman Taffe | | | | $ | 318,750 | | | | | | 0.0% | | | | | $ | 0 | | |
| Erik Wilde | | | | $ | 315,000 | | | | | | 34.9% | | | | | $ | 109,778 | | |
| Patrick Forsythe | | | | $ | 279,500 | | | | | | 0.0% | | | | | $ | 0 | | |
|
|
| |
37
|
| |
2023 Proxy Statement
|
|
|
Executive
|
| |
Value of Stock
Options(1) |
| |
Value of Time -
Vested Restricted Stock(2) |
| |
Value of
Performance Shares(3) |
| |
Total Value of
2022 Long - Term Incentive Grants |
| ||||||||||||
| Aaron Jagdfeld | | | | $ | 1,920,529 | | | | | $ | 1,914,834 | | | | | $ | 1,914,834 | | | | | $ | 5,750,198 | | |
| York Ragen | | | | $ | 438,474 | | | | | $ | 437,171 | | | | | $ | 437,171 | | | | | $ | 1,312,816 | | |
| Norman Taffe(4) | | | | | N/A | | | | | $ | 500,216 | | | | | $ | 1,500,197 | | | | | $ | 2,000,413 | | |
| Erik Wilde | | | | $ | 245,571 | | | | | $ | 244,803 | | | | | $ | 244,803 | | | | | $ | 735,177 | | |
| Patrick Forsythe | | | | $ | 251,409 | | | | | $ | 250,805 | | | | | $ | 250,805 | | | | | $ | 753,018 | | |
|
|
| |
38
|
| |
2023 Proxy Statement
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|
|
Performance Measure
|
| |
Weight
|
| |
Minimum
|
| |
Target
|
| |
Maximum
|
| |
Actual 2020-2022
Cycle Results |
| |
Final
Vesting |
| |||||||||||||||
|
Revenue Growth (CAGR)
|
| | | | 33% | | | | | | 5.8% | | | | | | 8.8% | | | | | | 11.8% | | | | | | 23.55% | | | | | |
|
Adjusted EBITDA Margin %
|
| | | | 33% | | | | | | 19.5% | | | | | | 20.5% | | | | | | 21.5% | | | | | | 22.19% | | | |
133.2%
|
|
|
FCF Conversion %
|
| | | | 33% | | | | | | 85.0% | | | | | | 90.0% | | | | | | 95% | | | | | | 46.36% | | | | | |
|
|
| |
39
|
| |
2023 Proxy Statement
|
|
|
Position/Level
|
| |
Stock Ownership Requirements
|
|
| CEO | | | 6.0X annual base pay | |
| Board of Directors | | | 5.0X annual retainer | |
| Generac Chief & EVP | | | 3.0X annual base pay | |
| Subsidiary President & Generac SVP | | | 1.0X annual base pay | |
|
|
| |
40
|
| |
2023 Proxy Statement
|
|
|
|
| |
41
|
| |
2023 Proxy Statement
|
|
|
Name and principal position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
awards ($)(1) |
| |
Option
awards ($)(1) |
| |
Non-equity
incentive plan compensation ($)(2) |
| |
All other
compensation ($)(3) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Aaron Jagdfeld
Chairman, President and Chief Executive Officer |
| | | | 2022 | | | | | | 1,039,178 | | | | | | — | | | | | | 3,829,669 | | | | | | 1,920,529 | | | | | | — | | | | | | 18,300 | | | | | | 6,807,676 | | |
| | | 2021 | | | | | | 989,178 | | | | | | — | | | | | | 3,330,212 | | | | | | 1,670,075 | | | | | | 1,497,563 | | | | | | 32,785 | | | | | | 7,519,812 | | | |||
| | | 2020 | | | | | | 944,151 | | | | | | — | | | | | | 2,664,019 | | | | | | 1,336,020 | | | | | | 1,963,769 | | | | | | 53,638 | | | | | | 6,961,596 | | | |||
|
York Ragen
Chief Financial Officer |
| | | | 2022 | | | | | | 515,616 | | | | | | — | | | | | | 874,342 | | | | | | 438,474 | | | | | | — | | | | | | 12,200 | | | | | | 1,840,632 | | |
| | | 2021 | | | | | | 469,658 | | | | | | — | | | | | | 632,854 | | | | | | 317,302 | | | | | | 423,902 | | | | | | 44,485 | | | | | | 1,888,200 | | | |||
| | | 2020 | | | | | | 447,911 | | | | | | — | | | | | | 599,537 | | | | | | 300,624 | | | | | | 524,306 | | | | | | 22,650 | | | | | | 1,895,028 | | | |||
|
Norman Taffe
President Energy Technology |
| | | | 2022 | | | | | | 152,534 | | | | | | — | | | | | | 2,000,413 | | | | | | — | | | | | | — | | | | | | 2,942 | | | | | | 2,155,889 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Erik Wilde
Executive Vice President Industrial — Americas |
| | | | 2022 | | | | | | 414,877 | | | | | | — | | | | | | 489,606 | | | | | | 245,571 | | | | | | 109,778 | | | | | | 8,840 | | | | | | 1,268,671 | | |
| | | 2021 | | | | | | 391,816 | | | | | | — | | | | | | 460,869 | | | | | | 230,910 | | | | | | 305,507 | | | | | | 20,769 | | | | | | 1,409,872 | | | |||
| | | 2020 | | | | | | 379,995 | | | | | | — | | | | | | 445,300 | | | | | | 223,283 | | | | | | 407,833 | | | | | | 12,958 | | | | | | 1,469,369 | | | |||
|
Patrick Forsythe
Chief Technical Officer |
| | | | 2022 | | | | | | 427,233 | | | | | | — | | | | | | 501,609 | | | | | | 251,409 | | | | | | — | | | | | | 9,150 | | | | | | 1,189,401 | | |
| | | 2021 | | | | | | 416,425 | | | | | | — | | | | | | 489,757 | | | | | | 245,534 | | | | | | 324,843 | | | | | | 9,508 | | | | | | 1,486,066 | | | |||
| | | 2020 | | | | | | 402,493 | | | | | | — | | | | | | 472,133 | | | | | | 236,763 | | | | | | 471,876 | | | | | | 31,915 | | | | | | 1,615,180 | | |
|
|
| |
42
|
| |
2023 Proxy Statement
|
|
| | | | | | | | | | | | | | | |
Possible payouts
under non-equity incentive plan awards(1) |
| |
Possible payouts
under equity incentive plan awards(2) |
| |
All other
stock awards: number of shares of stock or units (#)(3) |
| |
All other
option awards: number of securities underlying options (#)(4) |
| |
Exercise
or base price of option awards ($/sh)(5) |
| |
Closing
market price on date of grant ($/sh) |
| |
Grant
date fair value of stock and option awards ($) |
| |||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Approval
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Aaron Jagdfeld
|
| | | | — | | | | | | — | | | | | | 1,020,338 | | | | | | 1,365,000 | | | | | | 2,730,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | |
3,031
— |
| | | | | 6,062 | | | | | | 12,124 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,914,834 | | | |||
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,062 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,914,834 | | | |||
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,133 | | | | | | 315.88 | | | | | | 321.24 | | | | | | 1,920,529 | | | |||
|
York Ragen
|
| | | | — | | | | | | — | | | | | | 169,805 | | | | | | 393,750 | | | | | | 787,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 692 | | | | | | 1,384 | | | | | | 2,768 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 437,171 | | | |||
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,384 | | | | | | — | | | | | | — | | | | | | — | | | | | | 437,171 | | | |||
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,455 | | | | | | 315.88 | | | | | | 321.24 | | | | | | 438,474 | | | |||
|
Norman Taffe
|
| | | | — | | | | | | — | | | | | | 137,461 | | | | | | 318,750 | | | | | | 637,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 9/1/22 | | | | | | 6/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,338 | | | | | | 6,676 | | | | | | 13,352 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,500,197 | | | |||
| | | 9/1/22 | | | | | | 6/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,226 | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,216 | | | |||
|
Erik Wilde
|
| | | | — | | | | | | — | | | | | | 135,844 | | | | | | 315,000 | | | | | | 630,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 338 | | | | | | 775 | | | | | | 1,550 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 244,803 | | | |||
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 775 | | | | | | — | | | | | | — | | | | | | — | | | | | | 244,803 | | | |||
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,935 | | | | | | 315.88 | | | | | | 321.24 | | | | | | 245,571 | | | |||
|
Patrick Forsythe
|
| | | | — | | | | | | — | | | | | | 104,463 | | | | | | 279,500 | | | | | | 559,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 397 | | | | | | 794 | | | | | | 1,588 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 250,805 | | | |||
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 794 | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,805 | | | |||
| | | 3/1/22 | | | | | | 2/21/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,981 | | | | | | 315.88 | | | | | | 321.24 | | | | | | 251,409 | | |
|
|
| |
43
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2023 Proxy Statement
|
|
| | | |
Option awards
|
| | |
Stock awards
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
securities underlying unexercised options (#) exercisable |
| |
Number of
securities underlying unexercised options (#) unexercisable |
| |
Option
exercise price ($)(19) |
| |
Option
expiration date |
| | |
Number of
shares or units of stock that have not vested (#) |
| |
Market value
of shares or units of stock that have not vested ($) |
| |
Equity incentive
plan awards: number of unearned shares, units or other rights that have not vested (#) |
| |
Equity incentive
plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
| ||||||||||||||||||||||||
|
Aaron Jagdfeld
|
| | | | 69,501 | | | | | | —(1) | | | | | | 29.81 | | | | | | 03/14/23 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 47,156 | | | | | | —(2) | | | | | | 57.63 | | | | | | 02/28/24 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 53,641 | | | | | | —(3) | | | | | | 49.70 | | | | | | 02/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 109,052 | | | | | | —(4) | | | | | | 33.23 | | | | | | 02/18/26 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 95,069 | | | | | | —(5) | | | | | | 40.12 | | | | | | 03/01/27 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 94,044 | | | | | | —(6) | | | | | | 43.88 | | | | | | 03/01/28 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 67,899 | | | | | | 22,634(7) | | | | | | 52.07 | | | | | | 03/01/29 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 18,881 | | | | | | 18,881(8) | | | | | | 102.42 | | | | | | 03/01/30 | | | | | | | 4,336(11) | | | | | | 436,462 | | | | | | 13,006(12) | | | | | | 1,309,184 | | | |||
| | | 3,397 | | | | | | 10,193(9) | | | | | | 335.91 | | | | | | 03/01/31 | | | | | | | 3,304(13) | | | | | | 332,581 | | | | | | 4,957(14) | | | | | | 498,972 | | | |||
| | | — | | | | | | 15,133(10) | | | | | | 315.88 | | | | | | 03/01/32 | | | | | | | 6,062(15) | | | | | | 610,201 | | | | | | 6,062(16) | | | | | | 610,201 | | | |||
|
York Ragen
|
| | | | 9,335 | | | | | | —(1) | | | | | | 29.81 | | | | | | 03/14/23 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 13,770 | | | | | | —(2) | | | | | | 57.63 | | | | | | 02/28/24 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 18,357 | | | | | | —(3) | | | | | | 49.70 | | | | | | 02/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 29,081 | | | | | | —(4) | | | | | | 33.23 | | | | | | 02/18/26 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 24,362 | | | | | | —(5) | | | | | | 40.12 | | | | | | 03/01/27 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 23,791 | | | | | | —(6) | | | | | | 43.88 | | | | | | 03/01/28 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 16,975 | | | | | | 5,659(7) | | | | | | 52.07 | | | | | | 03/01/29 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 4,248 | | | | | | 4,249(8) | | | | | | 102.42 | | | | | | 03/01/30 | | | | | | | 975(11) | | | | | | 98,144 | | | | | | 2,927(12) | | | | | | 294,632 | | | |||
| | | 645 | | | | | | 1,937(9) | | | | | | 335.91 | | | | | | 03/01/31 | | | | | | | 628(13) | | | | | | 63,214 | | | | | | 942(14) | | | | | | 94,822 | | | |||
| | | — | | | | | | 3,455(10) | | | | | | 315.88 | | | | | | 03/01/32 | | | | | | | 1,384(15) | | | | | | 139,313 | | | | | | 1,384(16) | | | | | | 139,313 | | | |||
| Norman Taffe | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2,226(17) | | | | | | 224,069 | | | | | | 6,676(18) | | | | | | 672,006 | | |
|
Erik Wilde
|
| | | | 4,384 | | | | | | —(6) | | | | | | 43.88 | | | | | | 03/01/28 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 4,187 | | | | | | 4,188(7) | | | | | | 52.07 | | | | | | 03/01/29 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 1,578 | | | | | | 3,156(8) | | | | | | 102.42 | | | | | | 03/01/30 | | | | | | | 724(11) | | | | | | 72,878 | | | | | | 2,174(12) | | | | | | 218,835 | | | |||
| | | 469 | | | | | | 1,410(9) | | | | | | 335.91 | | | | | | 03/01/31 | | | | | | | 457(13) | | | | | | 46,002 | | | | | | 686(14) | | | | | | 69,053 | | | |||
| | | — | | | | | | 1,935(10) | | | | | | 315.88 | | | | | | 03/01/32 | | | | | | | 775(15) | | | | | | 78,012 | | | | | | 775(16) | | | | | | 78,012 | | | |||
|
Patrick Forsythe
|
| | | | 9,733 | | | | | | —(4) | | | | | | 33.23 | | | | | | 02/18/26 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 12,234 | | | | | | —(5) | | | | | | 40.12 | | | | | | 03/01/27 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 18,490 | | | | | | —(6) | | | | | | 43.88 | | | | | | 03/01/28 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 13,240 | | | | | | 4,414(7) | | | | | | 52.07 | | | | | | 03/01/29 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 3,346 | | | | | | 3,346(8) | | | | | | 102.42 | | | | | | 03/01/30 | | | | | | | 767(11) | | | | | | 77,206 | | | | | | 2,305(12) | | | | | | 232,021 | | | |||
| | | 499 | | | | | | 1,499(9) | | | | | | 335.91 | | | | | | 03/01/31 | | | | | | | 486(13) | | | | | | 48,921 | | | | | | 729(14) | | | | | | 73,381 | | | |||
| | | — | | | | | | 1,981(10) | | | | | | 315.88 | | | | | | 03/01/32 | | | | | | | 794(15) | | | | | | 79,924 | | | | | | 794(16) | | | | | | 79,924 | | |
|
|
| |
44
|
| |
2023 Proxy Statement
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| |
45
|
| |
2023 Proxy Statement
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|
| | | |
Option Exercises and Stock Vested in 2022
|
| |||||||||||||||||||||
| | | |
Option awards
|
| |
Stock awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
shares acquired on exercise (#) |
| |
Value
realized on exercise ($) |
| |
Number of
shares acquired on vesting (#)(1) |
| |
Value
realized on vesting ($) |
| ||||||||||||
| Aaron Jagdfeld | | | | | 62,087 | | | | | | 16,507,462 | | | | | | 33,976 | | | | | | 10,732,169 | | |
| York Ragen | | | | | — | | | | | | — | | | | | | 8,287 | | | | | | 2,617,656 | | |
| Norman Taffe | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Erik Wilde | | | | | — | | | | | | — | | | | | | 6,133 | | | | | | 1,937,261 | | |
| Patrick Forsythe | | | | | — | | | | | | — | | | | | | 6,470 | | | | | | 2,043,711 | | |
|
|
| |
46
|
| |
2023 Proxy Statement
|
|
|
Executive
|
| |
Severance
Period |
| |
Salary
|
| |
Target Bonus
|
| |
Benefits
|
| |
Value of
Accelerated Equity(1) |
| |
Total
Severance |
| ||||||||||||||||||
| Aaron Jagdfeld | | | | | 24 months | | | | | $ | 2,100,000 | | | | | $ | 5,460,000 | | | | | $ | 25,371 | | | | | $ | 4,324,375 | | | | | $ | 11,909,746 | | |
|
|
| |
47
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| |
2023 Proxy Statement
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|
| |
48
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2023 Proxy Statement
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| |
49
|
| |
2023 Proxy Statement
|
|
|
Executive
|
| |
Change in
Control Severance Period |
| |
Salary
|
| |
Target
Bonus |
| |
Benefits
|
| |
Value of
Accelerated Equity(1) |
| |
Total
Severance |
| |||||||||||||||
| York Ragen | | |
24 months
|
| | | $ | 1,050,000 | | | | | $ | 1,575,000 | | | | | $ | 28,197 | | | | | $ | 979,955 | | | | | $ | 3,633,152 | | |
| Norman Taffe | | |
24 months
|
| | | $ | 850,000 | | | | | $ | 1,275,000 | | | | | $ | 25,271 | | | | | $ | 448,071 | | | | | $ | 2,598,342 | | |
| Erik Wilde | | |
24 months
|
| | | $ | 840,000 | | | | | $ | 1,260,000 | | | | | $ | 32,188 | | | | | $ | 691,281 | | | | | $ | 2,823,469 | | |
| Patrick Forsythe | | |
24 months
|
| | | $ | 860,000 | | | | | $ | 1,118,000 | | | | | $ | 22,527 | | | | | $ | 728,133 | | | | | $ | 2,728,660 | | |
|
|
| |
50
|
| |
2023 Proxy Statement
|
|
| | | | Summary Compensation Table Total for CEO ($)(1) | | | Compensation Actually Paid to CEO ($)(1) | | | Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) | | | Average Compensation Actually Paid to Non-CEO NEOs ($)(1) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income ($ millions)(3) | | | EBITDA ($ millions) (3)(4) | | |||||||||||||||||||||||||||
| Year | | | Generac TSR ($) | | | Peer Group TSR ($)(2) | | ||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | ||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | | CEO | | | Non-CEO NEOs | |
| 2022 | | | | | | Patrick Forsythe, York Ragen, Norm Taffe, and Erik Wilde | |
| 2021 | | | Aaron Jagdfeld | | | Patrick Forsythe, Russell Minick, York Ragen, and Erik Wilde | |
| 2020 | | | Aaron Jagdfeld | | | Patrick Forsythe, Russell Minick, York Ragen, and Erik Wilde | |
| 2019 | | | Aaron Jagdfeld | | | Patrick Forsythe, Russell Minick, York Ragen, and Erik Wilde | |
| 2018 | | | Aaron Jagdfeld | | | Patrick Forsythe, Russell Minick, York Ragen, and Erik Wilde | |
|
|
| |
51
|
| |
2023 Proxy Statement
|
|
| | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | |||||||||||||||||||||||||||||||||||||||||||||
| Adjustments | | | CEO | | | Average non- CEO NEOs | | | CEO | | | Average non- CEO NEOs | | | CEO | | | Average non- CEO NEOs | | | CEO | | | Average non- CEO NEOs | | | CEO | | | Average non- CEO NEOs | | ||||||||||||||||||||||||||||||
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
| Increase for ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||||||||
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||||||
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| TOTAL ADJUSTMENTS | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | |
|
|
| |
52
|
| |
2023 Proxy Statement
|
|
| Financial Performance Measures Linked to the Compensation of Named Executive Officers | |
| | |
| | |
| | |
| | |
| | |
|
|
| |
54
|
| |
2023 Proxy Statement
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|
|
Name
|
| |
Fees earned
($) |
| |
Stock awards
($)(1)(2) |
| |
Total
($) |
| |||||||||
| Marcia Avedon | | | | | — | | | | | | 240,212 | | | | | | 240,212 | | |
| John Bowlin | | | | | — | | | | | | 230,473 | | | | | | 230,473 | | |
| Robert Dixon | | | | | 105,000 | | | | | | 135,075 | | | | | | 240,075 | | |
| William Jenkins | | | | | 45,000 | | | | | | 180,331 | | | | | | 225,331 | | |
| Andrew Lampereur | | | | | — | | | | | | 250,317 | | | | | | 250,317 | | |
| Bennett Morgan | | | | | — | | | | | | 255,208 | | | | | | 255,208 | | |
| David Ramon | | | | | 90,000 | | | | | | 135,075 | | | | | | 225,075 | | |
| Kathryn Roedel | | | | | 90,000 | | | | | | 135,075 | | | | | | 225,075 | | |
| Dominick Zarcone | | | | | — | | | | | | 225,360 | | | | | | 225,360 | | |
| Nam Nguyen | | | | | 90,000 | | | | | | 135,075 | | | | | | 225,075 | | |
|
Name
|
| |
Stock awards
(#) |
| |||
| Marcia Avedon | | | | | — | | |
| John Bowlin | | | | | — | | |
| Robert Dixon | | | | | 8,188 | | |
| William Jenkins | | | | | 1,417 | | |
| Andrew Lampereur | | | | | 14,833 | | |
| Bennett Morgan | | | | | 12,208 | | |
| David Ramon | | | | | 4,231 | | |
| Kathryn Roedel | | | | | 9,604 | | |
| Dominick Zarcone | | | | | 10,356 | | |
| Nam Nguyen | | | | | — | | |
|
|
| |
55
|
| |
2023 Proxy Statement
|
|
| | | |
Annual
Retainers |
| |||
| Board Compensation | | | | | | | |
|
Annual Retainer
|
| | | $ | 90,000 | | |
|
Annual Equity Grant
|
| | | $ | 135,000 | | |
| Additional Board Leadership Retainers | | | | | | | |
|
Lead Director
|
| | | $ | 30,000 | | |
|
Audit Committee Chair
|
| | | $ | 25,000 | | |
|
Human Capital and Compensation Committee Chair
|
| | | $ | 20,000 | | |
|
Nominating and Corporate Governance Committee Chair
|
| | | $ | 15,000 | | |
|
Plan Category
|
| |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||||||||
|
Equity compensation plans
approved by security holders |
| | | | 1,394,946 | | | | | $ | 81.35 | | | | | | 1,743,847 | | |
|
Equity compensation plans not
approved by security holders(1) |
| | | | — | | | | | | — | | | | | | — | | |
|
|
| |
56
|
| |
2023 Proxy Statement
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|
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|
| |
57
|
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2023 Proxy Statement
|
|
|
| | The Board of Directors unanimously recommends a vote FOR ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. | | |
| | | |
For the Years Ended
December 31, |
| |||||||||
| | | |
2021
|
| |
2022
|
| ||||||
| Audit fees(1) | | | | $ | 1,727,000 | | | | | $ | 1,919,000 | | |
| Audit related fees(2) | | | | $ | 103,000 | | | | | $ | 99,000 | | |
| Tax fees(3) | | | | $ | 825,000 | | | | | $ | 948,000 | | |
| All other fees(4) | | | | $ | 3,000 | | | | | $ | 3,000 | | |
| Total Fees | | | | $ | 2,658,000 | | | | | $ | 2,969,000 | | |
|
|
| |
58
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| |
2023 Proxy Statement
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| |
59
|
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2023 Proxy Statement
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|
|
| | The Board of Directors unanimously recommends a vote “FOR” approval of the compensation of our executive officers. | | |
|
|
| |
60
|
| |
2023 Proxy Statement
|
|
|
| | The Board of Directors unanimously recommends a vote of “1 Year” as the frequency of future advisory votes on executive compensation. | | |
|
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| |
61
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| |
2023 Proxy Statement
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62
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2023 Proxy Statement
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63
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2023 Proxy Statement
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64
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2023 Proxy Statement
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65
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2023 Proxy Statement
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66
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2023 Proxy Statement
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67
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2023 Proxy Statement
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68
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2023 Proxy Statement
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