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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Patrick Industries Inc | NASDAQ:PATK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 110.34 | 98.99 | 127.64 | 0 | 12:00:01 |
3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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1.
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To elect eight directors to the Board of Directors to serve until the 2018 Annual Meeting of Shareholders;
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2.
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To ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for fiscal year 2017;
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3.
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To amend our Articles of Incorporation to increase the number of authorized shares of common stock without par value, from 20,000,000 to 40,000,000;
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4.
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To approve an amendment to the Patrick Industries, Inc. 2009 Omnibus Incentive Plan (the “Plan”) to increase the number of shares available for grant under the plan by a total of 425,000 shares; and
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5.
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To consider and transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors
,
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/s/ Joshua A. Boone
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Joshua A. Boone
Secretary
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The Board of Directors unanimously recommends a vote FOR the nominated directors.
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1.
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Effective July 1, 2016, non-employee directors are compensated through a flat annual retainer fee of $56,000 per year compared to a flat annual retainer of $50,000 in the first six months of 2016;
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2.
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Committee chairpersons and the Chairman continue to receive an additional $4,000 annual retainer; and
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3.
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Non-employee directors receive an annual restricted stock grant with a targeted value of $75,000 in May of each year (beginning with the May 2016 grant), which will vest upon such director’s continued service as a member of
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Name
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Fees
Earned or
Paid in
Cash
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Stock Awards
(1)
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Payments under the Company’s Executive Retirement Plan and Deferred Compensation Plan
(2)
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Total
|
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||||
Joseph M. Cerulli
|
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$
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53,000
|
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$
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75,003
|
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$
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—
|
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$
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128,003
|
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John A. Forbes
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57,000
|
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75,003
|
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—
|
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132,003
|
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||||
Paul E. Hassler
|
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57,000
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75,003
|
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125,996
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257,999
|
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||||
Michael A. Kitson
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57,000
|
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75,003
|
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—
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132,003
|
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||||
M. Scott Welch
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53,000
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75,003
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—
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128,003
|
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||||
Walter E. Wells
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57,000
|
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75,003
|
|
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—
|
|
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132,003
|
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(1)
|
Amounts shown do not represent compensation actually received. Such amounts reflect the aggregate grant date fair value of 1,549 shares of restricted stock granted to each non-employee director, at a closing stock price of $48.42 on May 17, 2016. The aggregate grant date fair value was computed in accordance with ASC 718.
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(2)
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Represents payments under the Company’s Executive Retirement Plan and Deferred Compensation Plan based on prior employment with the Company.
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The Board of Directors unanimously recommends a vote FOR approval of the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.
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2016
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2015
|
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Audit Fees
(1)
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$
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679,500
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$
|
609,200
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Audit-Related Fees
(2)
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14,000
|
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57,700
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||
Tax Fees
(3)
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19,700
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14,000
|
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||
All Other Fees
|
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—
|
|
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—
|
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||
Total Fees
|
|
$
|
713,200
|
|
|
$
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680,900
|
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(1)
|
Audit fees consist of fees for professional services rendered for the annual audit of the Company’s financial statements, including in 2016 and 2015, the audit of the Company’s internal control over financial reporting, the reviews of the interim financial statements included in the Company’s quarterly reports, and other services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements, such as the reviews of various SEC filings, and in 2015, consents related to registration statements.
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(2)
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Audit-related fees include fees related to due diligence services related to acquisitions and the audit of the Company’s employee benefit plan.
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(3)
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Tax fees consist of the review of Federal and State tax returns and assistance with inquiries, primarily from state and local tax authorities. Tax fees in 2016 and 2015 were related to the review by Crowe Horwath LLP of the 2015 and 2014 tax returns, respectively.
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The Board of Directors unanimously recommends a vote FOR approving an increase in the authorized amount of common stock.
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•
|
The Plan shall be administered by the Compensation Committee of the Board of Directors (“Compensation Committee”).
|
•
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The Compensation Committee shall have authority to interpret the Plan and any award agreement under the Plan, prescribe rules and regulations, and make determinations necessary for the administration of the Plan.
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•
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The determinations of the Compensation Committee shall be final and binding.
|
•
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The Compensation Committee may delegate its authority to one or more executive officers of the Company to designate employees who are not executive officers as eligible to participate in the Plan and to determine the amount and type of awards that may be granted to employees who are not executive officers.
|
•
|
Service Providers who are employees, consultants, or directors, who are determined by the Compensation Committee to be significantly responsible for the success and future growth and profitability of the Company, are eligible to receive awards under the Plan. However, Incentive Stock Options (as that term is defined in Section 422 of the Code) may be granted only to employees. The number of persons eligible to participate in the Plan is currently estimated to be approximately 70 people.
|
•
|
As amended, the maximum number of shares available for delivery to Service Providers pursuant to awards granted under the Plan shall be 2,100,000, subject to adjustment as described in the Plan.
|
•
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All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Options. At all times the Company will reserve and keep available a sufficient number of shares to satisfy the requirements of all outstanding awards under the Plan that are to be settled in shares. Shares available for delivery under this Plan may be authorized and unissued shares or treasury shares.
|
•
|
Stock Options:
500,000 shares
|
•
|
Stock Appreciation Rights:
500,000 shares
|
•
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Restricted Stock and Restricted Stock Units:
500,000 shares.
|
•
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Performance-Based Awards Payable in Shares:
500,000 shares
|
•
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Performance-Based Awards Payable in Cash
: $1 million determined as of the payout date
|
•
|
Cash-Based Awards:
$1 million determined as of the payout date
|
•
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Other Share-Based Awards:
500,000 shares
|
•
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Canceled Awards
. Awards granted to a Service Provider that are canceled shall continue to count toward the individual share limit applicable to that Service Provider as set forth in the Plan.
|
•
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If there is any change affecting the Company’s common stock by reason of any stock split, stock dividend, cash dividend, recapitalization, reclassification, reorganization or similar event affecting the Company’s capital structure or its business as defined in the Plan, the maximum number of shares issuable to a Service Provider under the Plan, and any other limitation under the Plan on the maximum number of shares issuable to an individual Service Provider or in the aggregate will be equitably adjusted by the Compensation Committee in its discretion to prevent dilution or enlargement of the rights of the holders of outstanding awards granted under the Plan (“Participants”).
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•
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In the case of a merger, consolidation, acquisition or disposition of property or shares, separation, spin-off, reorganization, stock rights offering, liquidation, disaffiliation or similar event affecting the Company or any of its
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•
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Stock Options:
Options may take the form of Incentive Stock Options (“ISOs”) or Nonqualified Stock Options. The exercise price of a stock option shall not be less than 100% of the fair market value per share, as defined, on the date the stock option is granted. In the case of any ISO granted to a 10% shareholder, as defined, the exercise price shall not be less than 110% of the fair market value per share, as defined, on the date such ISO is granted. The term of a stock option cannot exceed 10 years and in the case of any ISO granted to a 10% shareholder, the term of such ISO shall not exceed 5 years.
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•
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Stock Appreciation Rights:
The right to receive the difference between the fair market value of a share on the date of exercise and the exercise price, payable in cash, shares, other securities, other awards, other property or any combination thereof.
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•
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Restricted Stock and Restricted Stock Units:
Restricted Stock means an award that entitles the recipient to receive shares or cash after a period of restriction. They are subject to substantial risk of forfeiture and restrictions on their sale or other transfer by the Participant. RSUs confer the right to receive shares at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the Compensation Committee.
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•
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Performance Shares and Performance Units:
An award, denominated in either shares or U.S. dollars, which is earned during a specified performance period subject to the attainment of performance criteria.
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•
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Other Stock Awards:
An award of shares or an award that is based in whole or in part on the value of a share payable in shares, cash, other securities, or other property.
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•
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The performance objective(s) with respect to any performance-based award may include any one or more of the following objectives, as established by the Compensation Committee: earnings per share; net income or net operating income (before or after taxes and before or after extraordinary items); sales, revenues or expenses; cash flow return on investments; earnings before or after taxes; earnings before interest, taxes, depreciation and amortization (“EBITDA”); gross revenues; gross margins; share price including, but not limited to, growth measures and total shareholder return; economic value added; debt reduction; market share; revenue growth; cash flow; increase in customer base; return on equity, assets, capital or investment; working capital; net margin; earnings before interest, taxes, depreciation, amortization and rent expense (“EBITDAR”); headcount; sales per dollar of salaried/hourly wage expense; material costs, labor, overhead, delivery, selling, general, and administrative expenses, interest, amortization, and other expenses; sales dollar content per manufactured housing and recreational vehicle units shipped; gross margin per customer; return on total assets; return on fixed assets; accounts receivable turns; days sales in accounts receivable; inventory turns; days inventory on hand; operating and investing cash flows; leverage ratio; fixed charge ratio; and capital expenditures.
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•
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Performance measures may exclude certain types or categories of extraordinary, unusual or non-recurring items, including the dilutive effects of acquisitions or joint ventures, restructuring and/or other nonrecurring charges, the effects of changes to generally accepted accounting principles (“GAAP”) required by the Financial Accounting Standards Board, International Financial Accounting Standards (“IFRS’), or any other standard setting body, the impact of any “extraordinary items” as determined under GAAP or IFRS or any other standard setting body, the effect of any change in outstanding shares due to any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends, and any other unusual, non-recurring gain or loss or other extraordinary item.
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•
|
The Compensation Committee may reduce, but may not increase, the number of shares deliverable, or the amount payable, under any award that is contingent on achievement of one or more performance objectives after the objectives are satisfied.
|
•
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Shares covered by an award granted under the Plan are not counted as used, unless actually issued and delivered to a Participant. In addition, shares exchanged by a Participant in payment of the exercise price, retained by the Company pursuant to a tax withholding election, covered by an award settled in cash, or withheld by the Company in connection with an award which is net-settled, are available for future awards under the Plan.
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•
|
If an award expires, is terminated, surrendered, or canceled without having been exercised in full, or is otherwise forfeited, then the unissued shares are available for future awards.
|
•
|
Awards may be granted in substitution for stock and stock based awards of another company (an “Acquired Company”) in connection with a merger, consolidation or similar transaction involving such Acquired Company and the Company or an Affiliate, or the acquisition of property or stock of the Acquired Company. Such awards are not counted against the share limitations set forth in the Plan.
|
•
|
The Plan does not provide any Participant the right to continue as an employee, consultant or director of the Company and a Participant does not have any rights as a shareholder unless shares are actually issued.
|
•
|
Rights under the Plan are not assignable by a Participant, except by will or by the laws of descent and distribution, unless otherwise determined by the Compensation Committee.
|
•
|
No award granted under the Plan will be transferred for value.
|
•
|
The Participant or beneficiary is responsible for paying any federal, state, and local income or employment tax due on any award, and the Company is not liable for any interest or penalty that a Participant or beneficiary incurs by failing to pay any tax.
|
•
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An award agreement may include restrictions on resale of shares or other disposition, provisions for the acceleration of vesting and/or exercisability of awards or for the cancellation of awards upon a change in control of the Company, and provisions to comply with applicable laws.
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•
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The costs of administering the Plan are paid by the Company.
|
•
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The repricing of options or SARs without shareholder approval is prohibited.
|
•
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The Plan and any subsequent amendments are governed by the laws of the State of Indiana, without regard to its conflict of laws principles.
|
•
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The Compensation Committee may establish one or more sub-plans under the Plan, including sub-plans to satisfy blue sky, securities, and/or tax laws.
|
•
|
The Company reserves the right to amend the Plan.
|
•
|
The Board or the Compensation Committee may at any time amend, alter, suspend, or terminate the Plan, without the consent of the Participants or beneficiaries.
|
•
|
No amendment or termination may be made without shareholder approval that would increase the maximum number of shares that may be issued under the Plan (except for adjustments permitted under the Plan), change the class of eligible Participants, permit the repricing of outstanding options or SARs or otherwise require shareholder approval. No amendment or termination may terminate or adversely affect any right of a Participant under an award without the Participant’s consent, except as necessary to comply with changes in law or accounting rules applicable to the Company.
|
•
|
The amendment to the Plan will be effective as of May 17, 2017, if approved by shareholders.
|
The Board of Directors unanimously recommends a vote FOR approval of the amendment to increase the number of shares available for grant under the Patrick Industries, Inc. 2009 Omnibus Incentive Plan.
|
Name and Address of Beneficial Owner
|
|
Aggregate Number
of Shares of
Common Stock
Beneficially Owned
|
|
|
|
|
Percent of
Class
|
|
Five Percent Shareholders:
|
|
|
|
|
|
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|
Blackrock, Inc.
55 East 52nd St.
New York, NY 10055
|
|
1,633,297
|
|
|
(1)
|
|
9.7
|
%
|
RBC Global Asset Management (U.S.) Inc.
50 South Sixth Street Suite 2350
Minneapolis, MN 55402
|
|
1,606,747
|
|
|
(2)
|
|
9.6
|
%
|
Jeffrey L. Gendell
C/o Tontine Capital Management, L.L.C. One Sound Shore Drive Suite 304 Greenwich, CT 06830 |
|
896,439
|
|
|
(3)
|
|
5.3
|
%
|
|
|
|
|
|
|
|
||
Directors:
|
|
|
|
|
|
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|
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Walter E. Wells
|
|
45,904
|
|
|
|
|
*
|
|
Paul E. Hassler
|
|
51,575
|
|
|
|
|
*
|
|
Joseph M. Cerulli (4)
|
|
27,124
|
|
|
|
|
*
|
|
John A. Forbes
|
|
17,898
|
|
|
|
|
*
|
|
Michael A. Kitson
|
|
11,681
|
|
|
|
|
*
|
|
M. Scott Welch
|
|
23,572
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
||
Named Executive Officers:
|
|
|
|
|
|
|
|
|
Todd M. Cleveland (5)
|
|
492,424
|
|
|
|
|
2.9
|
%
|
Andy L. Nemeth
|
|
84,193
|
|
|
|
|
*
|
|
Jeffrey M. Rodino
|
|
78,826
|
|
|
|
|
*
|
|
Joshua A. Boone
|
|
8,195
|
|
|
|
|
*
|
|
Courtney A. Blosser
|
|
28,314
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
||
All Directors, Named Executive Officers and other executive officer as a group (12 persons) (5)
|
|
878,706
|
|
|
|
|
5.2
|
%
|
(1)
|
Information based on the Schedule 13G filed by Blackrock, Inc. on January 11, 2017.
|
(2)
|
Information based on the Schedule 13G filed by RBC Global Asset Management (U.S.) Inc. on February 10, 2017.
|
(3)
|
Information based on the Form 4 filed jointly by Tontine Capital Management, L.L.C. (“TCM”), Tontine Capital Partners, L.P. (“TCP”), Tontine Capital Overseas Master Fund II, L.P. (“TCP 2”), Tontine Associates, L.L.C. (“TA”), Tontine Asset Associates, L.L.C. (“TAA”) and Jeffrey L. Gendell on February 13, 2017. Includes 633,698 shares owned directly by TCP, 140,382 shares owned directly by TCM, and 122,359 shares owned directly by TA.
|
(4)
|
Mr. Cerulli is employed by a Tontine-related entity. He disclaims beneficial ownership of the shares beneficially owned by Tontine described in footnote (3) above, except to the extent of his pecuniary interest therein.
|
(5)
|
Includes 99,996 stock options and 35,201 net stock appreciation rights which are exercisable within 60 days of the record date.
|
•
|
Breadth of knowledge about issues affecting the Company and the industries/markets in which it operates;
|
•
|
Significant experience in leadership positions or at senior policy-making levels and an established reputation in the business community;
|
•
|
Expertise in key areas of corporate management and in strategic planning;
|
•
|
Financial literacy and financial and accounting expertise; and
|
•
|
Independence and a willingness to devote sufficient time to carry out his or her duties and responsibilities effectively and assume broad fiduciary responsibility.
|
•
|
Oversight responsibilities related to potential material risks to the business including, but not limited to, credit, liquidity and operational risks;
|
•
|
Recommending to the Board the independent accountants to be employed for the purpose of conducting the annual audit of our financial statements;
|
•
|
Discussing with the independent accountants the scope of their examination;
|
•
|
Reviewing our financial statements and the independent accountants’ report thereon with our personnel and the independent accountants;
|
•
|
Inviting the recommendations of the independent accountants regarding internal controls and other matters; and
|
•
|
Approving all non-audit services provided by the independent accountants and reviewing these engagements on a per occurrence basis.
|
•
|
Reviewing and recommending to the independent members of the Board the overall compensation programs for the officers of the Company;
|
•
|
Oversight authority to attract, develop, promote and retain qualified senior executive management; and
|
•
|
Oversight authority for the stock-based compensation programs.
|
•
|
Assist the Board in identifying, screening, and recommending qualified candidates to serve as directors;
|
•
|
Recommend nominees to the Board to fill new positions or vacancies as they occur;
|
•
|
Review and recommend to the Board the compensation of directors;
|
•
|
Recommend to the Board nominees for election by shareholders at the annual meeting; and
|
•
|
Review and monitor corporate governance compliance as well as recommend appropriate changes.
|
Named Executive Officers included in the 2016 CD&A
|
|
•
|
Todd M. Cleveland - Chief Executive Officer (CEO)
|
•
|
Andy L. Nemeth - President
|
•
|
Jeffrey M. Rodino - Chief Sales Officer (CSO) and Executive Vice-President of Sales
|
•
|
Joshua A. Boone - Chief Financial Officer (CFO), Vice President of Finance, and Secretary-Treasurer
|
•
|
Courtney A. Blosser - Chief Human Resources Officer (CHRO) and Executive Vice President of Human Resources
|
•
|
No increase to base compensation for the CEO position
|
•
|
Increase to base compensation for the other NEOs
|
•
|
No change to Short-Term Incentive plan architecture
|
•
|
No change to Long-Term Incentive plan architecture
|
•
|
No change to CEO Short-Term and Long-Term Incentive plan payout targets
|
•
|
Short-Term Incentive plan and Long-Term Incentive plan payout targets increased year-over-year for other NEOs to reflect Company revenue scope change and market competitive position for Total Target Direct compensation.
|
•
|
Performance and Retention Grant initiated for Messrs. Nemeth, Rodino and Blosser
|
•
|
No other changes year-over-year to the Executive Compensation Plan.
|
COMPENSATION COMMITTEE |
● Reviews and approves, with input from our management team and
external advisors, the Company’s executive compensation and benefits
programs, including the NEOs.
● Provides annual and ongoing review, discussion, analysis and
recommendations regarding the evaluation of the execution of the
performance plan for the NEOs against defined business objectives.
|
INDEPENDENT COMMITTEE CONSULTANT
|
● Provides published survey data, peer group proxy data and analysis and
consultation to the Compensation Committee on executive and non-
employee director compensation.
● Establishes and maintains an independent perspective to avoid any
conflicts of interests while working directly for the Compensation
Committee unless the Committee has pre-approved any work to be
conducted with management for review by the Committee and approval by
the Board.
|
CHIEF EXECUTIVE OFFICER and CHIEF HUMAN RESOURCES OFFICER
|
● When requested by the Compensation Committee, provides executive
compensation and benefit plan input related to the performance
management structure and provides support on compensation and benefit
program design and implementation, and compliance and disclosure
requirements.
● The CEO evaluates the performance plans of the President, CSO, CFO,
CHRO and other executives in accordance with the Board approved plan.
|
•
|
NEOs’ roles, position scope, experience, skill set, and performance history;
|
•
|
The external market for comparable roles;
|
•
|
The current and expected business climate; and
|
•
|
The Company’s financial position and operating results.
|
(1)
|
2012 excludes the benefit of the income tax credit associated with net operating losses of $6.8 million.
|
Compensation and Benefits Components
|
Description and Purpose
|
Base Salary
|
Cash payments reflecting a market competitive position for performance of functional role.
|
Short-Term Incentives
|
Lump sum cash payments reflective of approved pay-for-performance plan and the relative achievements of the business and individual performance objectives. The Board reserves the right at any time to award discretionary bonuses to senior management based on outstanding performance or other factors.
|
Long-Term Incentives
|
Stock vehicle grants reflecting approved pay-for-performance plan and the relative long-term achievement of the business performance plans as well as the Company’s desire to retain high performing talent and align the interests of senior management with shareholder interests.
|
Executive Health and Welfare Benefits
|
We do not have health and welfare benefits outside the scope of our standard plans for all employees.
|
Voluntary Deferred Compensation Plan
|
Voluntary deferred compensation plan whereby highly compensated individuals can elect to voluntarily defer all or a portion of their wages in any given year subject to applicable laws and restrictions. Designed to supplement market competitive position and further drive retention of key executives.
|
Other Compensation
|
Other compensation includes automobile allowance, Company contributions pursuant to the Patrick Industries, Inc. 401(k) Plan, and Company contributions to individual Health Savings Accounts and health club reimbursement pursuant to the Company’s general health and wellness program.
|
Executive Retirement Plan
|
Supplemental executive retirement program based on a formula of base wages, service and other criteria designed to retain key senior talent.
|
Severance Benefits
|
We provide reasonable and customary transition support aligned to market benchmark data.
|
Name
|
2015 Base
Salary - 1/1/15 |
2016 Base
Salary - 2/29/16 |
% Increase - 2/29/2016
|
|||||
Todd M. Cleveland
|
$
|
550,000
|
|
$
|
550,000
|
|
—
|
%
|
Andy L. Nemeth
|
265,000
|
|
425,000
|
|
60.4
|
%
|
||
Jeffrey M. Rodino
|
275,000
|
|
350,000
|
|
27.3
|
%
|
||
Joshua A. Boone
|
175,000
|
|
210,000
|
|
20.0
|
%
|
||
Courtney A. Blosser
|
210,000
|
|
235,000
|
|
11.9
|
%
|
•
|
Company performance
(70% weighting), which is measured by the Company’s Net Income performance;
|
•
|
Individual performance
(30% weighting), which is measured by actions and initiatives related to four strategic objectives linked to the Company’s organizational strategic agenda for the plan year.
|
2016 STI Award Component
|
Threshold Performance
|
Target
Performance |
Maximum Performance
|
Company Performance (Net Income) (1)
|
($39.013MM)
|
($52.017MM)
|
($62.420MM)
|
Individual Rating
|
2.5
|
3.5
|
5.0
|
Payout as a Percentage of Target Award
|
50%
|
100%
|
200%
|
(1)
|
All Net Income targets are net of the contributions of 2016 acquisitions.
|
•
|
Threshold individual and Company performance - 50%
|
•
|
Target individual and Company performance - 100%
|
•
|
Maximum individual and Company performance - 200%
|
Name
|
2016 Base Salary ($)
|
Target Award as a % of Base Salary (1) |
Target STI Award ($)
|
Actual Award Amount as a % of Target Award
|
Actual 2016 STI Award Payout ($)
|
||||||
Todd M. Cleveland
|
$
|
550,000
|
|
163.6%
|
$
|
900,000
|
|
109.2%
|
$
|
982,800
|
|
Andy L. Nemeth
|
425,000
|
|
170.6%
|
725,000
|
|
106.7%
|
773,575
|
|
|||
Jeffrey M. Rodino
|
350,000
|
|
157.1%
|
550,000
|
|
104.2%
|
573,100
|
|
|||
Joshua A. Boone
|
210,000
|
|
89.3%
|
187,500
|
|
106.7%
|
200,063
|
|
|||
Courtney A. Blosser
|
235,000
|
|
106.4%
|
250,000
|
|
104.2%
|
260,500
|
|
(1)
|
The target award as a percentage of base salary for the NEOs was determined by the Compensation Committee and applied to the base salary in effect as of February 29, 2016. An increased target award as a percentage of base salary was established for each NEO (exclusive of the CEO) in 2016 in alignment with the Company’s “pay-for-differentiated-performance” philosophy, market competitive positions for earned payout and further enhancement of the pay-at-risk for each NEO.
|
Base Salary ($)
|
Target Award as a % of Base Salary
|
Target Award ($) (1,154 Restricted Shares @ $39.00 per share)
|
Restricted Shares Target Award -
Performance-Contingent (80%) (Shares @ $39.00 per share) |
Restricted Shares Target Award - Time-Based (20%) (Shares @ $39.00 per share) |
$150,000
|
30%
|
$45,000
|
923
|
231
|
•
|
Time-Based Shares
- 20% of the shares comprising the restricted share award are Time-Based Shares with a three-year cliff vesting period.
|
•
|
Performance-Contingent Shares
- 80% of the shares comprising the restricted share award are Performance-Contingent Shares; award vesting is contingent upon achieving the Company’s cumulative EBITDA
|
Plan Component
|
Threshold EBITDA Performance (1)
(2.0 Rating) Payout as % of target |
Target EBITDA Performance (1)
(3.0 Rating) Payout as % of target |
Maximum EBITDA Performance (1)
(5.0 Rating) Payout as % of target |
Time-Based Shares
|
100%
|
100%
|
100%
|
Performance-Contingent Shares
|
50%
|
100%
|
150%
|
(1)
|
The Company EBITDA performance is measured as the cumulative EBITDA achieved in 2016, 2017 and 2018.
|
Name
|
Total Target Award
as a % of Base Salary |
Total Target Award ($)
|
Target Time-Based Share Award (Shares) |
Target
Performance- Contingent Share Award (Shares) |
||||
Todd M. Cleveland
|
227.3%
|
$
|
1,250,000
|
|
6,410
|
|
25,642
|
|
Andy L. Nemeth
|
164.7%
|
700,000
|
|
3,590
|
|
14,359
|
|
|
Jeffrey M. Rodino
|
128.6%
|
450,000
|
|
2,308
|
|
9,231
|
|
|
Joshua A. Boone
|
35.7%
|
75,000
|
|
385
|
|
1,539
|
|
|
Courtney A. Blosser
|
63.8%
|
150,000
|
|
769
|
|
3,078
|
|
Name
|
Threshold EBITDA Performance
(2.0 Rating) Component Award (Shares) |
Target EBITDA Performance
(3.0 Rating) Component Award (Shares) |
Maximum EBITDA Performance
(5.0 Rating) Component Award (Shares) |
|||
Time-Based Shares (1)
|
|
|
|
|||
Todd M. Cleveland
|
6,410
|
|
6,410
|
|
6,410
|
|
Andy L. Nemeth
|
3,590
|
|
3,590
|
|
3,590
|
|
Jeffrey M. Rodino
|
2,308
|
|
2,308
|
|
2,308
|
|
Joshua A. Boone
|
385
|
|
385
|
|
389
|
|
Courtney A. Blosser
|
769
|
|
769
|
|
769
|
|
Performance-Contingent Shares (1)
|
|
|
|
|||
Todd M. Cleveland
|
12,821
|
|
25,642
|
|
38,463
|
|
Andy L. Nemeth
|
7,180
|
|
14,359
|
|
21,539
|
|
Jeffrey M. Rodino
|
4,616
|
|
9,231
|
|
13,847
|
|
Joshua A. Boone
|
770
|
|
1,539
|
|
2,309
|
|
Courtney A. Blosser
|
1,539
|
|
3,078
|
|
4,617
|
|
(1)
|
Represents the number of shares for the threshold, target and maximum payouts for the Time-Based Shares and Performance-Contingent Shares for the 2016 LTIP award.
|
Name
|
2016 Base Salary
|
2016 Multiple of Base Salary
|
Required Total Share Value ($) (1)
|
||
Todd M. Cleveland
|
$
|
550,000
|
|
4X
|
$ 2,200,000 (2)
|
Andy L. Nemeth
|
425,000
|
|
2X
|
850,000 (2)
|
|
Jeffrey M. Rodino
|
350,000
|
|
2X
|
700,000 (2)
|
|
Joshua A. Boone
|
210,000
|
|
1.5X
|
315,000 (3)
|
|
Courtney A. Blosser
|
235,000
|
|
1.5X
|
352,500 (2)
|
(1)
|
Inclusive of the fair value of stock options, restricted stock and restricted stock units, and PSUs awarded by the Company, and shares purchased by the NEO in the open market.
|
(2)
|
NEO’s total common stock ownership for the year ended December 31, 2016 exceeded the 2016 requirement.
|
(3)
|
NEO’s total common stock ownership for the year ended December 31, 2016 does not meet the 2016 requirement. Mr. Boone was a newly elected officer in 2016 and has three performance cycles to attain the stock ownership requirement.
|
Name
|
Year 1 - 2014
PSU Grant (shares) Threshold/Target/Maximum |
Year 2 - 2015
PSU Grant (shares) Threshold/Target/Maximum |
Year 3 - 2016
PSU Grant (shares) Threshold/Target/Maximum |
Andy L. Nemeth
|
6,600 / 8,801 / 11,001
|
6,600 / 8,800 / 11,000
|
6,600 / 8,800 / 11,000
|
Jeffrey M. Rodino
|
6,600 / 8,801 / 11,001
|
6,600 / 8,800 / 11,000
|
6,600 / 8,800 / 11,000
|
Courtney A. Blosser
|
3,300 / 4,399 / 5,500
|
3,300 / 4,400 / 5,500
|
3,300 / 4,400 / 5,500
|
Name
|
Stock Option Award (shares)
|
|
Andy L. Nemeth
|
48,960
|
|
Jeffrey M. Rodino
|
19,216
|
|
Courtney A. Blosser
|
6,208
|
|
|
Tranche 1
|
Tranche 2
|
Tranche 3
|
Tranche 4
|
Total SARS
|
|||||||||
Strike Price of SARS
|
$
|
61.43
|
|
$
|
71.26
|
|
$
|
82.66
|
|
$
|
95.89
|
|
|
|
SARs (shares) per tranche by NEO:
|
|
|
|
|
|
|||||||||
Andy L. Nemeth
|
12,240
|
|
12,240
|
|
12,240
|
|
12,240
|
|
48,960
|
|
||||
Jeffrey M. Rodino
|
4,804
|
|
4,804
|
|
4,804
|
|
4,804
|
|
19,216
|
|
||||
Courtney A. Blosser
|
1,552
|
|
1,552
|
|
1,552
|
|
1,552
|
|
6,208
|
|
Name and Principal Position |
Year
|
Salary ($)(1) |
Bonus ($)(2) |
Stock Awards ($)(3) |
Option Awards ($)(4) |
Non- Equity Incentive Plan Compen- sation ($)(5) |
Change in
Pension Value and Non- Qualified Deferred Compensa-tion Earnings ($)(6) |
All Other Compen- sation ($)(7) |
Total ($)
|
||||||||||||||||
Todd M. Cleveland
|
2016
|
$
|
541,539
|
|
$
|
—
|
|
$
|
1,863,575
|
|
$
|
—
|
|
$
|
982,800
|
|
$
|
—
|
|
$
|
15,164
|
|
$
|
3,403,078
|
|
Chief Executive Officer
|
2015
|
539,424
|
|
—
|
|
1,889,201
|
|
—
|
|
1,350,090
|
|
—
|
|
14,708
|
|
3,793,423
|
|
||||||||
(8)
|
2014
|
555,770
|
|
490,000
|
|
1,849,015
|
|
—
|
|
806,670
|
|
—
|
|
15,220
|
|
3,716,675
|
|
||||||||
Andy L. Nemeth
|
2016
|
422,475
|
|
—
|
|
1,409,072
|
|
1,590,208
|
|
773,575
|
|
14,768
|
|
16,335
|
|
4,226,433
|
|
||||||||
President (9)
|
2015
|
265,000
|
|
70,029
|
|
707,312
|
|
—
|
|
489,971
|
|
14,132
|
|
15,583
|
|
1,562,027
|
|
||||||||
|
2014
|
271,730
|
|
265,000
|
|
441,132
|
|
—
|
|
215,710
|
|
13,523
|
|
16,252
|
|
1,223,347
|
|
||||||||
Jeffrey M. Rodino
|
2016
|
330,865
|
|
—
|
|
1,036,381
|
|
624,131
|
|
573,100
|
|
—
|
|
12,795
|
|
2,577,272
|
|
||||||||
Chief Sales Officer
|
2015
|
271,827
|
|
35,040
|
|
745,114
|
|
—
|
|
574,960
|
|
—
|
|
12,147
|
|
1,639,088
|
|
||||||||
and Executive Vice
|
2014
|
276,517
|
|
150,000
|
|
449,543
|
|
—
|
|
291,410
|
|
—
|
|
12,818
|
|
1,180,288
|
|
||||||||
President of Sales (10)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Joshua A. Boone
|
2016
|
219,961
|
|
—
|
|
111,882
|
|
—
|
|
200,063
|
|
—
|
|
7,829
|
|
539,735
|
|
||||||||
Chief Financial Officer,
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Vice President of
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Finance, and Secretary-
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Treasurer (11)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Courtney A. Blosser
|
2016
|
223,731
|
|
—
|
|
406,413
|
|
201,634
|
|
260,500
|
|
—
|
|
12,136
|
|
1,104,414
|
|
||||||||
Chief Human Resources
|
2015
|
202,327
|
|
27,170
|
|
334,771
|
|
—
|
|
242,830
|
|
—
|
|
12,749
|
|
819,847
|
|
||||||||
Officer and Executive
|
2014
|
203,537
|
|
90,000
|
|
250,379
|
|
—
|
|
142,450
|
|
—
|
|
13,042
|
|
699,408
|
|
||||||||
Vice President of Human
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Resources (12)
|
|
|
|
|
|
|
|
|
|
(2)
|
The NEOs received discretionary bonus awards for the year ended December 31, 2014, and Messrs. Nemeth, Rodino and Blosser received discretionary bonus awards for the year ended December 31, 2015. The NEOs did not receive any payments that would be characterized as “Bonus” payments for the fiscal year ended December 31, 2016.
|
(3)
|
Amounts shown do not reflect compensation actually received. Such amounts reflect the aggregate fair value of stock awards and PSUs granted during the year which is generally the total amount that the Company expects, as of the grant date, to expense in its financial statements over the awards vesting schedule in accordance with ASC 718.
|
(4)
|
Amount shown does not reflect compensation actually received. Such amount reflects the aggregate fair value of stock options and stock appreciation rights (“SARs”) granted during the year which is generally the total amount that the Company expects, as of the grant date, to expense in its financial statements over the awards vesting schedule in accordance with ASC 718. See Note 16 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K for the assumptions used in determining the fair value of each option and SARs award based on the Black-Scholes option-pricing model.
|
(5)
|
Amounts shown represent the short-term incentive awards earned in 2016 by each of the NEOs, and approved by the Compensation Committee, based on the achievement of both pre-determined Company performance targets and individual performance targets for 2016. See “Non-Equity Incentive Plan Awards” on pages 21 to 23.
|
(6)
|
Amounts shown do not reflect compensation actually received. Such amounts reflect the aggregate change in the present value of the NEOs’ accumulated benefit under the Executive Retirement Plan and the Non-Qualified Excess Plan. In computing these amounts, the Company uses various assumptions including remaining years of service, estimated discount rates, and present value calculations.
|
Name
|
Year
|
401(k) Matching
Contribution ($)
|
Other (a) ($)
|
Total All Other
Compensation ($)
|
||||||
Todd M. Cleveland
|
2016
|
$
|
724
|
|
$
|
14,440
|
|
$
|
15,164
|
|
|
2015
|
268
|
|
14,440
|
|
14,708
|
|
|||
|
2014
|
780
|
|
14,440
|
|
15,220
|
|
|||
Andy L. Nemeth
|
2016
|
795
|
|
15,540
|
|
16,335
|
|
|||
|
2015
|
243
|
|
15,340
|
|
15,583
|
|
|||
|
2014
|
712
|
|
15,540
|
|
16,252
|
|
|||
Jeffrey M. Rodino
|
2016
|
795
|
|
12,000
|
|
12,795
|
|
|||
|
2015
|
247
|
|
11,900
|
|
12,147
|
|
|||
|
2014
|
718
|
|
12,100
|
|
12,818
|
|
|||
Joshua A. Boone
|
2016
|
329
|
|
7,500
|
|
7,829
|
|
|||
Courtney A. Blosser
|
2016
|
536
|
|
11,600
|
|
12,136
|
|
|||
|
2015
|
249
|
|
12,500
|
|
12,749
|
|
|||
|
2014
|
642
|
|
12,400
|
|
13,042
|
|
(8)
|
Effective January 1, 2016, Mr. Cleveland continued to serve as CEO of the Company, a position he has held since February 2009. Mr. Cleveland was President of the Company from May 2008 to December 31, 2015.
|
(9)
|
Mr. Nemeth assumed the position of President of the Company effective January 1, 2016. This position was previously held by Mr. Cleveland from May 2008 to December 31, 2015. Prior to that, Mr. Nemeth was the Chief Financial Officer and Executive Vice President of Finance from May 2004 to December 31, 2015, and Secretary-Treasurer from 2002 to December 31, 2015.
|
(10)
|
Mr. Rodino was appointed Chief Sales Officer (“CSO”) of the Company in September 2016. In addition to his CSO position, Mr. Rodino serves as the Executive Vice President of Sales, a position he has held since December 2011. Prior to that, he served as the Chief Operating Officer of the Company from March 2013 to September 2016.
|
(11)
|
Mr. Boone was appointed Chief Financial Officer, Vice President of Finance, and Secretary-Treasurer of the Company effective January 1, 2016. He was elected an Officer in May 2016. Prior to that, Mr. Boone was the Director of Corporate Finance of the Company from July 2014 to December 31, 2015. He became an NEO in 2016.
|
(12)
|
Mr. Blosser was appointed Chief Human Resources Officer and Executive Vice President of Human Resources of the Company in May 2016. Prior to that, Mr. Blosser was the Vice President of Human Resources of the Company from October 2009 to May 2016 and was elected an officer in May 2010.
|
Name
|
Grant Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
|
Estimated Future Payouts Under Equity Incentive Plan Awards (2)(3)
|
All Other Stock Awards:# of Shares of Stock or Units
(#) (4)
|
All Other Option Awards: # of Securities Underlying Options
(#) (5)
|
Exercise or Closing Market Price on Grant Date
($ Per Share)
(6)
|
Grant Date Fair Value of Stock and Option Awards/
SARs
($) (7)
|
||||||
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||
Todd M. Cleveland
|
2/23/2016
|
$450,000
|
$900,000
|
$1,800,000
|
12,821
|
25,642
|
38,463
|
6,410
|
—
|
$41.53
|
$
|
1,863,575
|
|
Andy L. Nemeth
|
2/23/2016
|
362,500
|
725,000
|
1,450,000
|
7,180
|
14,359
|
21,539
|
3,590
|
—
|
41.53
|
1,043,608
|
|
|
|
2/23/2016
|
—
|
—
|
—
|
6,600
|
8,800
|
11,000
|
—
|
—
|
41.53
|
365,464
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
48,960
|
61.43
|
907,573
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
12,240
|
61.43
|
226,893
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
12,240
|
71.26
|
187,114
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
12,240
|
82.66
|
150,579
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
12,240
|
95.89
|
118,049
|
|
|
Jeffrey M. Rodino
|
2/23/2016
|
275,000
|
550,000
|
1,100,000
|
4,616
|
9,231
|
13,847
|
2,308
|
—
|
41.53
|
670,917
|
|
|
|
2/23/2016
|
—
|
—
|
—
|
6,600
|
8,800
|
11,000
|
—
|
—
|
41.53
|
365,464
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
19,216
|
61.43
|
356,208
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
4,804
|
61.43
|
89,052
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
4,804
|
71.26
|
73,439
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
4,804
|
82.66
|
59,100
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
4,804
|
95.89
|
46,332
|
|
|
Joshua A. Boone
|
2/23/2016
|
93,750
|
187,500
|
375,000
|
770
|
1,539
|
2,309
|
385
|
|
41.53
|
111,882
|
|
|
Courtney A. Blosser
|
2/23/2016
|
125,000
|
250,000
|
500,000
|
1,539
|
3,078
|
4,617
|
769
|
—
|
41.53
|
223,681
|
|
|
|
2/23/2016
|
—
|
—
|
—
|
3,300
|
4,400
|
5,500
|
—
|
—
|
41.53
|
182,732
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
6,208
|
61.43
|
115,078
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
1,552
|
61.43
|
28,769
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
1,552
|
71.26
|
23,726
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
1,552
|
82.66
|
19,093
|
|
|
|
9/26/2016
|
|
|
|
|
|
|
|
1,552
|
95.89
|
14,968
|
|
(1)
|
The related performance targets and results are described in detail under “Non-Equity Incentive Plan Awards” on pages 21 to 23. For the actual non-equity incentive awards, see the “Summary Compensation Table” on pages 28 and 29.
|
(2)
|
Restricted shares granted in fiscal 2016 under the 2016 LTIP that are Performance-Contingent based will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period ending on December 31, 2018. See “Long-Term Incentive Plan” on pages 23 to 25.
|
(3)
|
Restricted PSUs granted in fiscal 2016 under the Supplemental Long-Term Incentive Grant will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period ending on December 31, 2018. See “Supplemental Long-Term Incentive Grant for NEOs” on pages 25 and 26.
|
(4)
|
These shares represent the Time-Based restricted stock awards granted in fiscal 2016 that vest on the third anniversary of the grant date. See “Long-Term Incentive Plan” on pages 23 to 25.
|
(5)
|
These stock options and SARs were granted on September 26, 2016 and were 100% unvested as of December 31, 2016. Both the stock options and SARs vest pro-rata over four years commencing on September 26, 2017, are exercisable at various exercise prices, and expire after nine years. Unvested options and SARs are subject to forfeiture if the NEO’s employment with the Company is terminated before the options or SARs vest. See “Performance and Retention - 2016 Stock Option and SARs Grants” on page 26.
|
(6)
|
Represents the closing price of the Company’s stock on the NASDAQ stock market on the grant date for the Time-Based and Performance-Contingent based stock awards and the exercise/strike price of the stock options and SARs awards.
|
(7)
|
Represents the fair value of stock awards, stock options and SARs as of the grant date computed in accordance with ASC 718.
|
|
|
Options/SARs Awards
|
||||||||
Name
|
Grant
Date
|
|
Number of Securities
Underlying Unexercised
Options/ SARs (#)
Exercisable (1)
|
|
Number of Securities
Underlying Unexercised
Options/SARs (#)
Unexercisable (1)
|
|
Options/SARs
Exercise Price ($)
|
|
Options/SARs
Expiration
Date
|
|
Todd M. Cleveland
|
12/18/2013
|
|
100,000
|
|
—
|
|
$18.45
|
|
12/18/2022
|
|
|
12/18/2013
|
|
24,999
|
|
—
|
|
18.45
|
|
12/18/2022
|
|
|
12/18/2013
|
|
24,999
|
|
—
|
|
22.13
|
|
12/18/2022
|
|
|
12/18/2013
|
|
24,999
|
|
—
|
|
26.56
|
|
12/18/2022
|
|
|
12/18/2013
|
|
24,999
|
|
—
|
|
31.87
|
|
12/18/2022
|
|
Andy L. Nemeth
|
9/26/2016
|
|
—
|
|
48,960
|
|
61.43
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
12,240
|
|
61.43
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
12,240
|
|
71.26
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
12,240
|
|
82.66
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
12,240
|
|
95.89
|
|
9/26/2025
|
|
Jeffrey M. Rodino
|
9/26/2016
|
|
—
|
|
19,216
|
|
61.43
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
4,804
|
|
61.43
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
4,804
|
|
71.26
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
4,804
|
|
82.66
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
4,804
|
|
95.89
|
|
9/26/2025
|
|
Joshua A. Boone
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Courtney A. Blosser
|
9/26/2016
|
|
—
|
|
6,208
|
|
61.43
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
1,552
|
|
61.43
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
1,552
|
|
71.26
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
1,552
|
|
82.66
|
|
9/26/2025
|
|
|
9/26/2016
|
|
—
|
|
1,552
|
|
95.89
|
|
9/26/2025
|
|
(1)
|
Both the stock options and SARs that were granted to Mr. Cleveland in 2013 vested pro-rata over three years, commencing on December 18, 2014, and expire after nine years. The stock options and SARs that were granted to Messrs. Nemeth, Rodino and Blosser in 2016 vest pro-rata over four years, commencing on September 26, 2017, and expire after nine years. Unvested options and SARs are subject to forfeiture if the NEO’s employment with the Company is terminated under certain circumstances before the options or SARs vest.
|
|
|
Stock Awards
|
|||||||||
Name
|
Grant
Date |
Number of Shares or Units of Stock That Have Not Vested (#) (1)
|
|
Market Value of Unearned Shares or Units of Stock That Have Not Vested ($) (2)
|
|
Equity Incentive Plan Awards:
Number of Unearned Shares or Units That Have Not Vested (#) (3) |
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have
Not Vested ($) (2) |
|
||
Todd M. Cleveland
|
2/23/2016
|
6,410
|
|
$
|
489,083
|
|
38,463
|
|
$
|
2,934,727
|
|
|
2/16/2015
|
8,620
|
|
657,706
|
|
51,725
|
|
3,946,618
|
|
||
|
2/18/2014
|
10,645
|
|
812,214
|
|
63,872
|
|
4,873,434
|
|
||
Andy L. Nemeth
|
2/23/2016
|
3,590
|
|
273,917
|
|
21,539
|
|
1,643,426
|
|
||
|
2/16/2015
|
1,551
|
|
118,341
|
|
9,311
|
|
710,429
|
|
||
|
2/18/2014
|
1,282
|
|
97,817
|
|
7,695
|
|
587,129
|
|
||
Jeffrey M. Rodino
|
2/23/2016
|
2,308
|
|
176,100
|
|
13,847
|
|
1,056,526
|
|
||
|
2/16/2015
|
1,724
|
|
131,541
|
|
10,345
|
|
789,324
|
|
||
|
2/18/2014
|
1,330
|
|
101,479
|
|
7,986
|
|
609,332
|
|
||
Joshua A. Boone
|
2/23/2016
|
385
|
|
29,376
|
|
2,309
|
|
176,177
|
|
||
|
2/16/2015
|
1,500
|
|
114,450
|
|
—
|
|
—
|
|
||
Courtney A. Blosser
|
2/23/2016
|
769
|
|
58,675
|
|
4,617
|
|
352,277
|
|
||
|
2/16/2015
|
690
|
|
52,647
|
|
4,138
|
|
315,729
|
|
||
|
2/18/2014
|
813
|
|
62,032
|
|
4,878
|
|
372,191
|
|
(1)
|
Restricted share grants related to Time-Based share awards, which were approved by the Board on February 23, 2016, February 16, 2015 and February 18, 2014, will fully vest on the third anniversary of the grant date or February 23, 2019, February 16, 2018 and
|
(2)
|
Based on a market price of $76.30 per share which was the NASDAQ Stock Market closing price on December 31, 2016.
|
(3)
|
Restricted share grants related to Performance-Contingent based share awards, which were approved by the Board on February 23, 2016, February 16, 2015 and February 18, 2014, will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period. Unvested restricted stock awards are subject to forfeiture under certain circumstances if the NEO’s employment with the Company is terminated before the shares vest.
|
(4)
|
Mr. Boone’s restricted share grant dated February 16, 2015 reflects 750 shares that will fully vest on July 7, 2017 and 750 shares that will fully vest on the third anniversary of the grant date or February 16, 2018. These shares were granted to Mr. Boone in his role as the Company’s Director of Corporate Finance prior to his assuming his officer role of Chief Financial Officer, Vice-President of Finance and Secretary-Treasurer in 2016.
|
|
|
Performance Stock Units
|
||||
Name
|
Grant
Date |
Equity Incentive Plan Awards:
Number of Unearned Shares or Units That Have Not Vested (#) (1) |
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($) (2)
|
|
|
Andy L. Nemeth
|
2/23/2016
|
8,800
|
|
$
|
671,440
|
|
|
3/30/2015
|
8,800
|
|
671,440
|
|
|
|
2/18/2014
|
8,801
|
|
671,516
|
|
|
Jeffrey M. Rodino
|
2/23/2016
|
8,800
|
|
671,440
|
|
|
|
3/30/2015
|
8,800
|
|
671,440
|
|
|
|
2/18/2014
|
8,801
|
|
671,516
|
|
|
Courtney A. Blosser
|
2/23/2016
|
4,400
|
|
335,720
|
|
|
|
3/30/2015
|
4,400
|
|
335,720
|
|
|
|
2/18/2014
|
4,399
|
|
335,644
|
|
(1)
|
Restricted share grants related to PSUs, which were approved by the Board on February 23, 2016, March 30, 2015 and February 18, 2014, will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period. Unvested PSUs are subject to forfeiture if the NEO’s employment with the Company is voluntarily terminated before the shares vest.
|
(2)
|
Based on a market price of $76.30 per share which was the NASDAQ Stock Market closing price on December 31, 2016.
|
|
Stock Options/SARS
|
Stock Awards
|
||||||||
Name
|
Number of Shares Acquired on Exercise
(#)(1)(2) |
Value Realized on
Exercise ($)(1)(2) |
Number of Shares
Acquired on Vesting (#)(3)(4) |
Value Realized on
Vesting ($)(3)(4) |
||||||
Todd M. Cleveland
|
149,006
|
|
$
|
5,609,910
|
|
57,933
|
|
$
|
1,815,769
|
|
Andy L. Nemeth
|
—
|
|
—
|
|
14,195
|
|
444,914
|
|
||
Jeffrey M. Rodino
|
—
|
|
—
|
|
15,354
|
|
481,232
|
|
||
Joshua A. Boone
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Courtney A. Blosser
|
—
|
|
—
|
|
7,170
|
|
224,724
|
|
(1)
|
The number of shares acquired on exercise in 2016 related to stock options was 100,000 shares for Mr. Cleveland. The value realized on exercise was based on the difference between the market price per share of the common stock on the date of exercise and the option exercise price.
|
(2)
|
The net number of shares acquired on exercise in 2016 was 49,006 shares of a total of 100,000 SARS for Mr. Cleveland. The determination of the net number of shares acquired and the related value realized on exercise was based on the difference between the market price per share of the common stock on the date of exercise and the exercise price of the SARs in each of the four tranches. See the “Stock Appreciation Rights (SARs)” section of Note 16 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K for a description of individual exercise prices related to the four tranches of the SARs award to Mr. Cleveland.
|
(3)
|
The number of shares acquired on vesting in 2016 related to Time-Based share awards was 8,275 shares for Mr. Cleveland, 2,028 shares for Mr. Nemeth, 2,193 shares for Mr. Rodino, and 1,024 shares for Mr. Blosser. The value realized on vesting was based on a market price of $43.60 per share, which was the Nasdaq Stock Market closing price on March 4, 2016, times the total number of shares
|
(4)
|
The number of shares acquired on vesting in 2016 related to Performance-Contingent share awards was 49,658 shares for Mr. Cleveland, 12,167 shares for Mr. Nemeth, 13,161 shares for Mr. Rodino, and 6,146 shares for Mr. Blosser. The value realized on vesting was based on a market price of $29.30 per share, which was the Nasdaq Stock Market closing price on February 9, 2016 (the date the performance conditions were met), times the total number of shares acquired on vesting.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options and rights (1)
|
Weighted average exercise price of outstanding options and rights
|
Number of securities
remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
||||
Equity compensation plans approved by security holders
|
372,955
|
|
$
|
41.71
|
|
853,187
|
|
Equity compensation plans not approved by security holders
|
—
|
|
N/A
|
—
|
|
||
Total
|
372,955
|
|
$
|
41.71
|
|
853,187
|
|
(1)
|
The number of securities represented is the amount of shares to be issued upon exercise of outstanding options and SARs as of December 31, 2016.
|
Name
|
Executive
Contribution in Last FY ($) |
Registrant
Contributions in Last FY ($) |
Aggregate
Earnings in Last FY ($) (1) |
Aggregate
Withdrawals/ Distributions ($) |
Aggregate Balance as of
Last FYE ($) (2) |
|||||||
Todd M. Cleveland
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Andy L. Nemeth (3)
|
|
|
$
|
14,768
|
|
|
$
|
194,835
|
|
|||
Jeffrey M. Rodino
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Joshua A. Boone
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||
Courtney A. Blosser
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
Represents the interest for the current fiscal year associated with the annuity.
|
(2)
|
Represents the present value of an annuity as of December 31, 2016 to be paid at retirement pursuant to the terms of the Executive Retirement Plan agreement. The aggregate balance as of January 1, 2016 was $180,067.
|
(3)
|
According to the provisions of the Executive Retirement Plan, payments of the annuity for Mr. Nemeth will commence prior to his eligible retirement age over a 10-year vesting period due to death or disability.
|
Name
|
Severance Benefits Upon Termination Without Cause or Upon Change in Control (1)
|
Non-Compete
|
Confidentiality
Agreement |
Todd M. Cleveland
|
12 Months Base Salary and Insurance Benefits
|
2 Years
|
Indefinite
|
Andy L. Nemeth
|
12 Months Base Salary and Insurance Benefits
|
2 Years
|
Indefinite
|
Jeffrey M. Rodino
|
12 Months Base Salary and Insurance Benefits
|
2 Years
|
Indefinite
|
Joshua A. Boone
|
12 Months Base Salary and Insurance Benefits
|
2 Years
|
Indefinite
|
Courtney A. Blosser
|
N/A
|
—
|
—
|
(1)
|
Employee is required to sign a mutual release of claims in a form satisfactory to the Company.
|
Name / Benefit
|
Change in Control,
Involuntary Termination Without Cause or Termination by Employee for Good Reason
|
||
Todd M. Cleveland
|
|
||
Base salary
|
$
|
550,000
|
|
Acceleration of long-term incentives (1)
|
13,713,782
|
|
|
Acceleration of stock options/SARs exercise (2)
|
—
|
|
|
Annual non-equity incentive bonus (4)
|
982,800
|
|
|
Total benefits
|
$
|
15,246,582
|
|
Andy L. Nemeth
|
|
||
Base salary
|
$
|
425,000
|
|
Acceleration of long-term incentives (1)
|
3,431,059
|
|
|
Acceleration of long-term performance stock units (3)
|
2,014,396
|
|
|
Acceleration of stock options/SARs exercise (2)
|
971,734
|
|
|
Annual non-equity incentive bonus (4)
|
773,575
|
|
|
Total benefits
|
$
|
7,615,764
|
|
Jeffrey M. Rodino
|
|
||
Base salary
|
$
|
350,000
|
|
Acceleration of long-term incentives (1)
|
2,864,302
|
|
|
Acceleration of long-term performance stock units (3)
|
2,014,396
|
|
|
Acceleration of stock options/SARs exercise (2)
|
381,390
|
|
|
Annual non-equity incentive bonus (4)
|
573,100
|
|
|
Total benefits
|
$
|
6,183,188
|
|
Joshua A. Boone
|
|
||
Base salary
|
$
|
245,000
|
|
Acceleration of long-term incentives (1)
|
320,003
|
|
|
Acceleration of long-term performance stock units (3)
|
—
|
|
|
Acceleration of stock options/SARs exercise (2)
|
—
|
|
|
Annual non-equity incentive bonus (4)
|
200,063
|
|
|
Total benefits
|
$
|
765,066
|
|
Courtney A. Blosser
|
|
||
Base salary
|
$
|
—
|
|
Acceleration of long-term incentives (1)
|
1,213,551
|
|
|
Acceleration of long-term performance stock units (3)
|
1,007,084
|
|
|
Acceleration of stock options/SARs exercise (2)
|
123,213
|
|
|
Annual non-equity incentive bonus (4)
|
260,500
|
|
|
Total benefits
|
$
|
2,604,348
|
|
(1)
|
Represents the market value of unearned shares or units of restricted stock that have not vested based on a market price of $76.30 per share, which was the NASDAQ Stock Market closing price on December 31, 2016.
|
(4)
|
Represents the short-term incentive award earned in 2016, and approved by the Compensation Committee, based on the achievement of both pre-determined Company performance targets and individual performance targets for 2016. See "Summary Compensation Table" on page 28.
|
•
|
Purchased approximately $0.6 million of corrugated packaging materials from Welch Packaging Group (“Welch”), an independently owned company established by M. Scott Welch, who also serves as the President and CEO of Welch;
|
•
|
Sold approximately $4.3 million of various fiberglass and plastic components, wiring, and wood products to Utilimaster, a business unit of Spartan Motors USA, Inc. John A. Forbes serves as the President of Utilimaster; and
|
•
|
Sold approximately $0.4 million of RV component products to DNA Enterprises, Inc. (“DNA”). Walter E. Wells’ son serves as the President of DNA.
|
By Order of the Board of Directors
,
|
/s/ Joshua A. Boone
|
Joshua A. Boone
Secretary
|
1 Year Patrick Industries Chart |
1 Month Patrick Industries Chart |
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