☑
|
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
|
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
|
Gary D. Fields
|
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.
|
|||
Tulsa, OK 74107
|
|||
BlackRock, Inc.
|
10,322,371
|
(2)
|
12.6%
|
50 Hudson Yards
|
|||
New York, NY 10001
|
|||
Kayne Anderson Rudnick Investment
Management, LLC
|
4,160,272
|
(3)
|
5.1%
|
2000 Avenue of the Stars, Suite 1110
|
|||
Los Angeles, CA 90067
|
|||
The Vanguard Group
|
7,217,311
|
(4)
|
8.8%
|
100 Vanguard Blvd.
|
|||
Malvern, PA 19355
|
(1)
|
Includes 10,734shares under AAON's 401(k) plan, 733,405shares 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%
|
Gary D. Fields
|
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
|
Gary D. Fields
|
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
|
Gary D. Fields
|
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
|
(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
|
2022Base Salary
|
2023Base Salary
|
Percent Increase
|
Gary D. Fields
|
$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
|
2022Bonus Target
|
2023Bonus Target
|
Gary D. Fields
|
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
|
Gary D. Fields
|
$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)
($)
|
Total
($)
|
Gary D. Fields
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
|
(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 31stand 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 other bonuses awarded to the employees including years of service bonus. Mr. Teis includes $25,867 related to sales performance
|
Estimated Future
Payouts under Equity
Incentive Plan Awards
|
All Other
Stock Awards:
Number of Shares
of Stock or Units
(#)
|
All Other
Option Awards:
Number of Securities
Underlying Options
(#)
|
Exercise or
Base Price of
Option Awards
($/sh)
|
Grant Date Fair
Value of Stock/
Option Awards
($) (1)
|
|
Name
|
Grant
Date
|
Thres
hold
(#)
|
Target
(#)
|
Maxim
um (#)
|
|
Gary D. Fields
|
4/06/23
|
3,274
|
6,547
|
13,094
|
552,653
|
3/06/23
|
6,665
|
13,329
|
26,658
|
1,125,056
|
|
3/06/23
|
9,333
|
562,407
|
|||
3/06/23
|
31,968
|
62.04
|
562,500
|
||
Rebecca A. Thompson
|
4/06/23
|
655
|
1,309
|
2,618
|
110,531
|
3/06/23
|
1,333
|
2,665
|
5,330
|
224,986
|
|
3/06/23
|
1,867
|
112,536
|
|||
3/06/23
|
6,394
|
62.04
|
112,496
|
||
Stephen E. Wakefield
|
4/06/23
|
458
|
916
|
1,832
|
77,359
|
3/06/23
|
933
|
1,866
|
3,732
|
157,503
|
|
3/06/23
|
1,305
|
78,639
|
|||
3/06/23
|
4,477
|
62.04
|
78,785
|
||
Gordon D. Wichman
|
4/06/23
|
437
|
873
|
1,746
|
73,687
|
3/06/23
|
889
|
1,777
|
3,554
|
150,033
|
|
3/06/23
|
1,246
|
75,144
|
|||
3/06/23
|
4,261
|
62.04
|
74,984
|
||
Robert P. Teis
|
4/06/23
|
327
|
654
|
1,308
|
55,202
|
3/06/23
|
667
|
1,333
|
2,666
|
112,556
|
|
3/06/23
|
750
|
45,195
|
|||
3/06/23
|
931
|
56,132
|
|||
3/06/23
|
5,805
|
62.04
|
102,143
|
||
3/06/23
|
3,195
|
62.04
|
56,218
|
(1)
|
The grant date fair value of the stock awards is calculated in accordance with ASC Topic 718.
|
Name
|
Number of Securities
Underlying Unexercised
Options (#) Exercisable
|
Number of Securities
Underlying Unexercised
Options (#) Unexercisable
|
Option Exercise Price
($)
|
Expiration
Date
|
Gary D. Fields
|
-
|
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 ($)
|
Equity Incentive Plan
Awards: Number of
Unearned Shares That
Have Not Vested(2)
|
Equity Incentive Plan
Awards: Market Value
of Shares of Stock That
Have Not Vested ($)
|
Gary D. Fields
|
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
|
(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
|
Gary D. Fields
|
3,111
|
on March 6, 2024
|
4,632
|
on March 11, 2024
|
|
3,938
|
on March 15, 2024
|
|
705
|
on May 11, 2024
|
|
382
|
on May 12, 2024
|
|
3,111
|
on March 6, 2025
|
|
870
|
on March 11, 2025
|
|
3,939
|
on March 15, 2025
|
|
383
|
on May 12, 2025
|
|
3,111
|
on March 6, 2026
|
|
Rebecca A. Thompson
|
623
|
on March 6, 2024
|
1,507
|
on March 11, 2024
|
|
811
|
on March 15, 2024
|
|
622
|
on March 6, 2025
|
|
561
|
on March 11, 2025
|
|
812
|
on March 15, 2025
|
|
622
|
on March 6, 2026
|
|
Stephen E. Wakefield
|
435
|
on March 6, 2024
|
3,024
|
on March 11, 2024
|
|
729
|
on March 15, 2024
|
|
435
|
on March 6, 2025
|
|
855
|
on March 11, 2025
|
|
730
|
on March 15, 2025
|
|
435
|
on March 6, 2026
|
|
Gordon D. Wichman
|
416
|
on March 6, 2024
|
805
|
on March 11, 2024
|
|
521
|
on March 15, 2024
|
|
415
|
on March 6, 2025
|
|
213
|
on March 11, 2025
|
|
522
|
on March 15, 2025
|
|
415
|
on March 6, 2026
|
|
Robert P. Teis
|
560
|
on March 6, 2024
|
1,287
|
on March 11, 2024
|
|
305
|
on March 15, 2024
|
|
816
|
on April 18, 2024
|
|
96
|
on September 2, 2024
|
|
559
|
on March 6, 2025
|
|
675
|
on March 11, 2025
|
|
306
|
on March 15, 2025
|
|
96
|
on September 2, 2025
|
|
562
|
on March 6, 2026
|
Name
|
# of Shares
|
Vesting Date
|
Gary D. Fields
|
7,491
|
on March 15, 2024
|
23,157
|
on March 15, 2025
|
|
19,876
|
on March 15, 2026
|
|
Rebecca A. Thompson
|
2,140
|
on March 15, 2024
|
4,767
|
on March 15, 2025
|
|
3,974
|
on March 15, 2026
|
|
Stephen E. Wakefield
|
3,209
|
on March 15, 2024
|
4,291
|
on March 15, 2025
|
|
2,782
|
on March 15, 2026
|
|
Gordon D. Wichman
|
968
|
on March 15, 2024
|
3,064
|
on March 15, 2025
|
|
2,650
|
on March 15, 2026
|
|
Robert P. Teis
|
735
|
on March 15, 2024
|
1,410
|
on March 15, 2025
|
|
1,987
|
on March 15, 2026
|
Name
|
Option Awards
|
Stock Awards
|
||
Number of Shares
Exercised (#)
|
Valued Realized
on Exercise ($)
|
Number of Shares
Acquired on Vesting
(#)
|
Valued Realized on
Vesting ($)
|
|
Gary D. Fields
|
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
|
5,006,785
|
9,619,347
|
1,154,361
|
2,422,754
|
229.53
|
191.84
|
177,623
|
1,168,518
|
2022
|
3,401,462
|
3,844,215
|
848,828
|
733,570
|
155.24
|
138.76
|
100,376
|
888,788
|
2021
|
2,912,108
|
5,480,646
|
1,064,856
|
1,400,334
|
162.64
|
145.03
|
58,758
|
534,517
|
2020
|
2,387,673
|
6,460,946
|
1,285,424
|
3,065,868
|
135.70
|
115.68
|
79,009
|
514,551
|
Year
|
PEO
|
Non-PEO NEOs
|
2023
|
Gary D. Fields
|
Rebecca A. Thompson, Stephen E. Wakefield, Gordon D. Wichman, Robert P. Teis
|
2022
|
Gary D. Fields
|
Rebecca A. Thompson, Stephen E. Wakefield, Larry G. Stewart, Gordon D. Wichman, Casey R. Kidwell
|
2021
|
Gary D. Fields
|
Norman H. Asbjornson, Scott M. Asbjornson, Rebecca A. Thompson, Stephen E. Wakefield, Larry G.
Stewart
|
2020
|
Gary D. Fields
|
Norman H. Asbjornson, Scott M. Asbjornson, Rebecca A. Thompson, Stephen E. Wakefield
|
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
|
(1,310,542)
|
(666,094)
|
(1,437,328)
|
(464,911)
|
(1,528,171)
|
(271,436)
|
(2,802,616)
|
(438,525)
|
Add: Fair value of equity
awards granted in
applicable year at year
end
|
2,678,303
|
1,680,209
|
1,633,142
|
478,526
|
2,760,769
|
491,969
|
3,309,701
|
520,978
|
Change in fair value of
unvested equity awards
from prior years
|
2,088,973
|
601,986
|
1,944,716
|
420,880
|
(500,273)
|
(139,312)
|
3,566,691
|
945,328
|
Change in fair value of
vested equity awards
from prior years
|
614,783
|
163,694
|
424,930
|
11,506
|
(294,512)
|
(79,925)
|
531,390
|
237,614
|
Less: Fair value of equity
awards forfeited during
the covered year
|
-
|
-
|
-
|
(111,693)
|
-
|
(117,768)
|
-
|
-
|
Add: Dividends paid
|
1,756
|
649
|
3,078
|
1,170
|
4,940
|
1,214
|
7,396
|
2,998
|
Total Adjustments
|
4,073,273
|
1,780,444
|
2,568,538
|
335,478
|
442,753
|
(115,258)
|
4,612,562
|
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 millionin 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
Company had $0.1 milliondue to Mr. Asbjornson at December 31, 2023.
|
(3)
|
The Company made payments to Kvichak Lodge, a hunting and fishing lodge in Alaska, which is partially owned by Mr. Fields, CEO, for various
Company meetings.
|
(4)
|
The Company leases flight time of an aircraft partially owned by our current President, Matt Tobolski, and Vice President, Dave Benson.
|
*
|
Amounts of "$- 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
December 31, 2024.
|
¨
|
¨
|
¨
|
||||
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
|
Attachments
Disclaimer
AAON Inc. published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 10:05:59 UTC.