Sector: Consumer Discretionary
PATRICK INDUSTRIES INC · Meeting: May 14, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2025, within the 24-month new-director exemption period; no overboarding, attendance, or independence concerns identified.
Director since 2025, within the 24-month new-director exemption period; no overboarding, attendance, or independence concerns identified.
Long-tenured independent director with relevant financial expertise; PATK's 3-year return of +153.5% far exceeds the peer median of +3.0% by +150.5 percentage points, well above the 65pp trigger threshold, so no TSR concern applies.
Non-independent director with deep company and industry knowledge; PATK's strong 3-year outperformance of peers clears all TSR thresholds, and he holds only one outside public board seat at IES Holdings, within the permitted limit.
Lead Independent Director with extensive manufacturing and CFO experience; PATK's 3-year outperformance of the peer group by +150.5pp far exceeds the trigger threshold and no other concerns are present.
Audit Committee Chair with extensive financial and manufacturing expertise; strong company stock performance and no overboarding, attendance, or independence concerns.
CEO and Chairman since 2024, subject to TSR trigger as an executive director; PATK's 3-year return of +153.5% outperforms the peer median by +150.5pp, which does not trigger a AGAINST vote even under the named peer group threshold of 65pp for strong positive returns; he holds one outside board seat at Standex International, within permitted limits.
Independent Compensation Committee Chair with broad operational and governance experience; PATK's strong TSR outperformance versus peers clears all policy thresholds and no other concerns are identified.
Independent director with extensive manufacturing and finance experience and audit committee financial expertise; PATK's stock significantly outperformed the peer group over three years, clearing all TSR trigger thresholds.
All nine director nominees receive a FOR vote. PATK's 3-year total return of +153.5% outperforms the company-disclosed compensation peer group median of +3.0% by +150.5 percentage points, which comfortably exceeds the 65pp underperformance threshold required to trigger a AGAINST vote for directors with strong positive absolute returns — meaning no TSR concern applies to any nominee. Two newly elected directors (Augsburger and Brown, both since May 2025) are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, attendance below 75%, or independence concerns were identified for any nominee.
CEO
Andy L. Nemeth
Total Comp
$10,140,372
Prior Support
96%%
The CEO received total compensation of $10.1 million for fiscal 2025, which is within a reasonable range for a CEO of a $3.5 billion Consumer Cyclical company delivering $4.0 billion in revenue and 153% stock price appreciation over three years. The pay structure is strongly performance-oriented — approximately 86% of the CEO's total target compensation is variable (meaning it depends on hitting financial goals), with only 14% being fixed base salary, well above the policy's minimum of 50–60% variable pay requirement. The prior year say-on-pay vote received 96% support from shareholders, there is a meaningful clawback policy in place, and the company's three-year total return of +153.5% significantly outperformed the peer group median of +3.0%, confirming that above-benchmark incentive pay is justified by shareholder outcomes.
Auditor
Deloitte & Touche LLP
Tenure
7 yrs
Audit Fees
$3,263,800
Non-Audit Fees
$1,900
Deloitte has served as PATK's auditor since June 2019, giving it approximately 7 years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees of $1,900 represent less than 0.1% of audit fees of $3,263,800, far below the 50% ratio that would trigger a concern. Deloitte is a Big 4 firm appropriate for a $3.5 billion market cap company, and no material restatements were disclosed.
Patrick Industries' 2026 annual meeting ballot contains three proposals: election of nine directors, ratification of Deloitte as auditor, and an advisory vote on executive pay. All three proposals receive FOR votes — the company's exceptional stock performance (3-year return of +153.5% versus a peer median of +3.0%), a strongly performance-linked pay structure where 86% of CEO compensation is variable, a clean auditor fee profile with negligible non-audit fees, and 96% prior-year shareholder support on pay all point clearly toward support across the ballot.
14 companies disclosed in 2026 proxy filing
