AAON INC
For the period ended May 21, 2024. Filed Apr 8, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2024 · Filed Apr 8, 2024
Contents
Pay Versus Performance
The following table sets forth information concerning the compensation of our PEO and other NEOs for each of the fiscal years ended
December 31,2023,2022,2021 and 2020 and our financial performance for each such fiscal year:
| Year · Summary Compensation Table total for PEO ($) · Compensation actually paid to PEO ($) · Average summary compensation total for non-PEO NEOs ($) · Average compensation actually paid to non-PEO NEOs ($) · Value of initial fixed $100 investment based on: · Net Income ($000s) · Net Sales ($000s) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total shareholder return ($) · S&P 600 Capital Goods Industry Group TSR ($) | ||||||||
| 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 |
The table below provides the adjustments made to the Summary Compensation Table total compensation to arrive at the
compensation actually paid for the PEO and the average for the Non-PEO NEOs:
| 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 |
All fair value calculations were performed in accordance with the provisions of FASB ASC Topic 718 and consistent with the methods
utilized to calculate grant date fair values as disclosed in Note 14 - Share-Based Compensation to our consolidated financial
statements in our Annual Report on Form 10-K for the year ended December 31,2023. Non-qualified stock option fair values are
calculated based on the Black-Scholes option pricing model. Adjustments have been made using our stock price as of each
measurement date and updated assumptions for expected term, volatility, dividend yield and interest rates. Restricted stock award
adjustments have been made using our stock price as of each measurement date and updated assumptions for interest rates and
dividend yield and accrued dividends for vesting restricted stock awards. For PSUs, adjustments at each measurement date have
been made based on the expected level of achievement with respect to the Company's TSR benchmarked against the S&P 600
Capital Goods Industry Group.
Narrative to Pay Versus Performance Table
For the year ending December 31,2023, the most important financial performance measures used to link compensation actually paid
to our NEOs to Company performance werenet sales, operating profit and our TSR. Our NEO's target total compensation is tied to
performance goals aligned with our stockholders' interest. The majority of target compensation was weighted toward long-term equity
performance andtime-based awards and the financial performance metric was TSR. The short-term incentive program's funding
metrics arenet sales and operating profit.
The graphs below depict the relationship between compensation actually paid and the Company's cumulative total shareholder
return, net income, net sales and operating profit:
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.