Patrick Industries Inc. Files Definitive Proxy Statement

Ticker: PATK · Form: DEF 14A · Filed: 2024-04-01T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Patrick Industries, Shareholder Meeting, Executive Compensation

TL;DR

<b>Patrick Industries Inc. has filed its Definitive Proxy Statement for the period ending May 16, 2024.</b>

AI Summary

PATRICK INDUSTRIES INC (PATK) filed a Proxy Statement (DEF 14A) with the SEC on April 1, 2024. Patrick Industries Inc. filed a Definitive Proxy Statement (DEF 14A) on April 1, 2024. The filing covers the period ending May 16, 2024. The company's fiscal year ends on December 31. Patrick Industries Inc. is incorporated in Indiana. The SIC code for the company is 3714 (Motor Vehicle Parts & Accessories).

Why It Matters

For investors and stakeholders tracking PATRICK INDUSTRIES INC, this filing contains several important signals. This DEF 14A filing is a standard requirement for public companies to provide shareholders with information regarding annual meetings, director elections, and executive compensation. Shareholders should review this document to understand key proposals, executive compensation details, and voting matters before the annual meeting.

Risk Assessment

Risk Level: low — PATRICK INDUSTRIES INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational news.

Analyst Insight

Review the proxy statement for details on executive compensation, director nominations, and any shareholder proposals to inform voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did PATRICK INDUSTRIES INC file this DEF 14A?

PATRICK INDUSTRIES INC filed this Proxy Statement (DEF 14A) with the SEC on April 1, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PATRICK INDUSTRIES INC (PATK).

Where can I read the original DEF 14A filing from PATRICK INDUSTRIES INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PATRICK INDUSTRIES INC.

What are the key takeaways from PATRICK INDUSTRIES INC's DEF 14A?

PATRICK INDUSTRIES INC filed this DEF 14A on April 1, 2024. Key takeaways: Patrick Industries Inc. filed a Definitive Proxy Statement (DEF 14A) on April 1, 2024.. The filing covers the period ending May 16, 2024.. The company's fiscal year ends on December 31..

Is PATRICK INDUSTRIES INC a risky investment based on this filing?

Based on this DEF 14A, PATRICK INDUSTRIES INC presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational news.

What should investors do after reading PATRICK INDUSTRIES INC's DEF 14A?

Review the proxy statement for details on executive compensation, director nominations, and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does PATRICK INDUSTRIES INC compare to its industry peers?

Patrick Industries Inc. operates within the Motor Vehicle Parts & Accessories industry.

Are there regulatory concerns for PATRICK INDUSTRIES INC?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Patrick Industries Inc. operates within the Motor Vehicle Parts & Accessories industry.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the full DEF 14A filing for detailed information on executive compensation packages.
  2. Examine the proposals to be voted on at the shareholder meeting, including director elections.
  3. Note the filing date and period of report to understand the relevant timeframe for the disclosed information.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No specific comparative data from a previous filing is immediately apparent in this excerpt.

Filing Stats: 4,454 words · 18 min read · ~15 pages · Grade level 13.9 · Accepted 2024-04-01 16:16:07

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 3 Corporate Governance Highlights 4 PROPOSAL 1: Election of Directors 6 Nominees for Election 8 2023 Non-Employee Director Compensation 13 Board Committees 14 PROPOSAL 2: Ratification of the Appointment of Independent Registered Public Accounting Firm 16 Independent Public Accountants 18 Audit Committee Report 19 PROPOSAL 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers 20

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION Named Executive Officers 22 Compensation Discussion and Analysis 24 Fiscal Year 2023 Executive Compensation 29 Compensation Committee Report 35 Summary Compensation Table 36 Grants of Plan-Based Awards During Fiscal Year 2023 38 Outstanding Equity Awards as of December 31, 2023 39 Equity Compensation Plan Information 40 Stock Options and Stock Appreciation Rights Exercises and Stock Vested in Fiscal 2023 41 Non-Qualified Deferred Compensation 42 Potential Payments upon Termination or Upon a Change of Control 43 CEO Pay Ratio 46 Pay Versus Performance 47

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 51 RELATED PARTY TRANSACTIONS 52 PROPOSALS OF SHAREHOLDERS FOR THE 2025 ANNUAL MEETING 52 HOUSEHOLDING OF ANNUAL MEETING MATERIALS 53 OTHER MATTERS 53 VOTING Q&A 54 Notice of 2024 Annual Meeting of Shareholders & Proxy Statement Table of Contents Business Financial Highlights Fiscal 2023 clearly demonstrated the benefits of the strategic diversification investments we have made over the last five years, evidenced by the resilience of our business model as end market demand remained challenged. Our performance and operational excellence were driven by our phenomenal team members whose passion is clear in the solutions they provide, the customer relationships they foster, and the innovative products they design. Despite the impact of higher inflation and interest rates on our end markets, our team's thoughtful execution of our playbook resulted in record free cash flow and gross margin in 2023. We strengthened our balance sheet and continued to return cash to shareholders, punctuated by our Board's November 2023 decision to increase our quarterly dividend by 22%. Our performance would not have been possible without our team's diligent optimization of our processes, coupled with stringent inventory and cost management. We paid down $260 million of debt, reduced our inventory by $158 million, and saw year-over-year declines in our expenses through prudent management of our operations. We continued to reinvest in our business and our people, focusing on automation, product innovations and our BETTER Together training. We remain forward-looking and continue to evaluate future organic and strategic growth opportunities. As a result of our team's efforts, we have a strong financial foundation and see a promising long-term growth trajectory for each of our end markets, as we seek to leverage the work we have done to optimize our business and the strategic diversification investme

Executive Compensation Highlights

Executive Compensation Highlights Aligning Pay to Differentiated Performance Our leaders understand and are motivated to meet key metrics that drive growth, profitability and ultimately shareholder value in both the short and long term. Our Compensation Committee recommends compensation decisions to the Board which support this philosophy. The plan design is brought to life through understanding each compensation element and the impact of the individual's and the team's performance as outlined below. Each compensation component, relative to peer group and general industry data, supports our philosophy of rewarding differentiated performance by emphasizing each executive's variable pay elements. Base Salary, though lower than peer base compensation, is designed in alignment with the philosophy of focusing on performance-dependent variable pay. The annual Short-Term Cash Compensation Plan provides for enhanced payouts for performance above plan up to a maximum of 200% of target compensation at 115% of plan and incorporates a threshold payout of 50% of target compensation at 75% of plan. The annual Long-Term Incentive Compensation Plan is designed to drive the executive's focus on long-term profitability through both organic and inorganic growth over the three-year award performance period. This equity plan is also designed to motivate leadership to perform above plan with a maximum payout of 200% of target compensation at 120% of plan and a threshold payout of 50% of target compensation at 80% of plan. Compensation Element Percentile Positioning vs. Peer Proxy and General Industry Data Our focus on variable pay to motivate performance, a key component of our compensation plan over the past decade, has proven successful in aligning our team's compensation to shareholder returns. Base Salary 25th - 50th Short-Term Incentive 50th - 75th Total Target Cash 50th - 75th Long-Term Incentive 25th - 50th Total Target Compensation 50th -

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