SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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 | Notice of Annual Meeting of Stockholders |
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16, 2022 | | | Instructions regarding all methods of voting are contained on any Notice of Internet Availability of Proxy Materials or proxy card provided. If your shares are held in the name of a bank, broker, fiduciary or custodian, follow the voting instructions you receive from your record holder. Your vote is important. Whether or not you intend to be present at the meeting, to assure that your shares are represented at the meeting, please vote promptly using one of the methods mentioned below. | |
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Generac Power Systems, Inc.
Waukesha, Wisconsin 53189
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| | Internet | | | Telephone | | | | | In Person | | ||
| | Visit the internet website indicated on the Notice of Internet Availability or any proxy card you receive and follow the on-screen instructions. | | | Use the toll-free telephone number shown on the Notice of Internet Availability or any proxy card you receive. | | | If you request a paper proxy card by telephone or internet, you may elect to vote by mail. If you elect to do so, you should date, sign and promptly return your proxy card by mail in the postage prepaid envelope which accompanied that proxy card. | | | You can deliver a completed proxy card at the meeting or vote in person. | | |
| | Thank you for your continued support of and interest in the Company. | | |||||||||
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Raj Kanuru
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SUMMARY INFORMATION PROPOSAL 1 — ELECTION OF CLASS PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION REPORT OF THE AUDIT COMMITTEE OTHER BUSINESS The Board of Directors (the “ Corporate Strategy ethnicity, and sexual orientation. 2008-2011: Consultant to CCMP Capital Advisors, LLC Company a leading, national registered financial advisory firm Corporation a public company providing complete hardware solutions America a public cloud-based machine data analytics company Chain Healthcare . LAMPEREUR RAMON ZARCONE risks, including areas related to legal compliance and ethics, cybersecurity, and certain other functional areas. 16 BOWLIN JENKINS JR. compensation, performance, thereto, officers, officers, ” D.DIXON MORGAN ROEDEL Board of Directors. Accordingly, the Board has amended the Company’s Corporate Governance Guidelines and Principles to include a requirement that any search firm engaged to fill such openings include qualified women, racially or ethnically diverse candidates, and/or other candidates from underrepresented minority groups in all prospective director candidate pools. meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company, or (iii) in the case of a special meeting of stockholders called for the purpose of electing directors, not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the date on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. A stockholder nomination must be accompanied by the information required by the Bylaws with respect to a stockholder director nominee. www.generac.com. Political Contributions reference into this proxy statement, nor does it constitute a part of this proxy statement. Name and address of beneficial owner Principal stockholders BlackRock, Inc.(1) The Vanguard Group(2) JPMorgan Chase & Co.(3) FMR LLC(4) Directors and Named Executive Officers(5)(6) Aaron Jagdfeld York Ragen Russell Minick Patrick Forsythe Erik Wilde Marcia Avedon John Bowlin David Ramon Bennett Morgan Robert Dixon Andrew Lampereur William Jenkins Dominick Zarcone Kathryn Roedel All members of the Board of Directors and executive officers as a group (16 persons) * A full discussion of our use of non-U.S. generally accepted accounting principles measures to provide a baseline for evaluating and comparing our operating results, and a reconciliation of Adjusted EBITDA to net income can be found in Item successful efforts of our executives. Within this context, the four major objectives for our executive compensation program are: Target Pay Mix data to determine appropriate total direct compensation levels (consisting of base salary, annual bonus and long-term incentives). The Compensation Committee also reviews and approves compensation for all executive officers using market data and in conjunction with recommendations from the CEO and EVP, Human Resources. See Named Executive Officer Aaron Jagdfeld York Ragen Russell Minick Patrick Forsythe Erik Wilde In March 2022. For Named Executive Officer Aaron Jagdfeld York Ragen Russell Minick Patrick Forsythe Erik Wilde Adjusted EBITDA 50% 25% succession planning. For 2022, we have incorporated ESG goals into the IPGs for our named executive officers, which address the development of our ESG programs, goals, initiatives, and future metrics. financial targets or payouts. Consequently, the Company has made annual equity awards to its named executive officers since 2012. Executive Aaron Jagdfeld York Ragen Russell Minick Patrick Forsythe Erik Wilde Performance Measure Revenue Growth (CAGR) 180% Adjusted EBITDA Margin % Board of Directors, and their designees, and prohibits the purchase of any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) and other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities. The prohibition on hedging does not preclude general portfolio diversification or investing in broad-based index funds. officers. 25% retention ratio and (iii) an executive that has met less than 50% of the multiple of salary guideline has a 75% retention ratio. The Compensation Committee assesses progress towards meeting the guidelines on an annual basis. As of March 31, guidelines as follows: 2021. Name and principal position Aaron Jagdfeld Chairman, President and Chief Executive Officer York Ragen Chief Financial Officer Russell Minick Chief Marketing Officer Patrick Forsythe Executive Vice President Global Engineering Erik Wilde Executive Vice President Industrial - Americas 2021 Name Aaron Jagdfeld York Ragen Russell Minick Patrick Forsythe Erik Wilde Name Aaron Jagdfeld York Ragen Russell Minick Patrick Forsythe Erik Wilde 2021 Name Aaron Jagdfeld York Ragen Russell Minick Patrick Forsythe Erik Wilde target annual bonus for the year in which the Termination Date occurs, payable in equal installments over a period of 24 months commencing on the Termination Date. Executive Aaron Jagdfeld ” Good Reason means, without the express written consent of an Executive, the occurrence of any of the following events during a Protection Period: (a) An Executive York Ragen Russell Minick Patrick Forsythe Erik Wilde the Name John D. Bowlin David A. Ramon Robert Dixon Todd Adams(3) Bennett Morgan Andrew Lampereur Kathryn Roedel William Jenkins Dominick Zarcone Marcia Avedon(4) issued pursuant to the Board Compensation Annual Retainer Annual Equity Grant Additional Board Leadership Retainers Lead Director Audit Committee Chairman Compensation Committee Chairman Nominating & Corporate Governance Committee Chairman We identified our median employee in Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders(1) 2022. Audit Fees Audit-related fees Tax fees All other fees Total Fees The services provided by Deloitte & Touche were America in accordance with PCAOB Standards. Table of Contents 1 III DIRECTORS4 CORPORATE GOVERNANCE13 CORPORATE GOVERNANCE BENEFICIAL OWNERSHIP OF OUR COMMON STOCK 24 EXECUTIVE COMPENSATION26 EXECUTIVE COMPENSATION REPORT OF THE COMPENSATION COMMITTEE 40 2019 DIRECTOR COMPENSATION50 RELATED PERSON TRANSACTIONS 2021 DIRECTOR COMPENSATION RELATED PERSON TRANSACTIONS 54 55 56 57PROPOSALS BY STOCKHOLDERS INFORMATION CONCERNING SOLICITATION AND VOTING Important notice: PROPOSALS BY STOCKHOLDERSBoard of Directors” or “ 57Board ”) of Generac Holdings Inc. (“Generac,” “we,” “us,” “our,” or the “Company”) is soliciting your proxy to be voted at the Annual Meeting of Stockholders to be held on Thursday, June 16, 2022. INFORMATION CONCERNING SOLICITATION AND VOTING58 Important notice:The Board of Directors (the "Board of Directors" or "Board") of Generac Holdings Inc. ("Generac," "we," "us," "our," or the "Company") is soliciting your proxy to be voted at the Annual Meeting of Stockholders to be held on Thursday, June 18, 2020.Instead of mailing a printed copy of our proxy materials to each stockholder, we furnish proxy materials to our stockholders over the internet by mailing a Notice of Internet Availability of Proxy Materials ("Notice of Internet Availability"). In view of the impact of COVID-19, and updated Guidance issued by the SEC on April 7, 2020 concerning Delays in Printing and Mailing of Full Set of Proxy Materials, we are mailing only a Notice of Internet Availability to all shareholders. The Notice of Internet Availability includes information on where to view all proxy materials online, as well as voting instructions. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability. The Notice of Internet Availability was first mailed on or about April 29, 2020Instead of mailing a printed copy of our proxy materials to each stockholder, we furnish proxy materials to our stockholders over the internet by mailing a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), unless otherwise instructed by the stockholder. The Notice of Internet Availability includes information on where to view all proxy materials online, as well as voting instructions. If you received a Notice of Internet Availability and you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability. The Notice of Internet Availability was first mailed on or about April 29, 2022, to all stockholders of record as of the record date for the annual meeting, which was the close of business on April 20, 2020.
2020 Proxy Statement
12020 Proxy StatementSUMMARY INFORMATIONProposals at the MeetingOur Board Recommendsa vote"FOR" each of thefollowing:Proposal 1: Election of DirectorsMarcia J. AvedonBennett J. MorganDominick P. ZarconePages 4-12
Proposal 2:To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2020;Page 54 Proposal 3:To voteannual meeting, which was the close of business on an advisory, non-binding "say-on-pay" resolution to approve the compensation of our executive officersPage 55 April 18, 2022. 220202022 Proxy Statement 2019 Business HighlightsWe achieved a number of significant milestones in 2019 that we believe are important to the execution of our strategy.
Key Components and Design of the Executive Compensation Program
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67 of the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2021. 1 2022 Proxy Statement
a vote “FOR” each of the
following:
Directors
Aaron P. Jagdfeld
Andrew G. Lampereur
Nam T. Nguyen32020 ![[MISSING IMAGE: tm2025328d107-icon_checkpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm2025328d107-icon_checkpn.jpg){kind=icon}
Deloitte & Touche LLP as our
independent registered public
accounting firm for the year
ending December 31, 2022 Page 56
nonbinding “say-on-pay”
resolution to approve the
compensation of our
executive officers Page 57 2 2022 Proxy Statement III Directors III Directors at the 20202022 annual meeting are described below. The Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, has nominatedbelow, each of whom has been nominated by the candidates for election.Board. If elected, each of the nominees is expected to serve for a three-year term expiring at the annual meeting of stockholders of the Company in 20232025 and until their respective successors have been elected and qualified.Company'sCompany’s nominees for Class III Directors. Third Amended and Restated Certificate of Incorporation provides that our Board of Directors is divided into three classes, with each class serving a consecutive three-year term. The term of the current Class III Directors will expire on the date of the 20202022 annual meeting, subject to the election and qualification of their respective successors. The Board of Directors expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence, one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board of Directors may nominate.ethnicity.
"C" Director Audit Committee Compensation
Committee Nominating
and Corporate
Governance
Committee Marcia Avedon C X John Bowlin X Robert Dixon X C William Jenkins X Andrew Lampereur C Bennett Morgan (L) X X Nam Nguyen X David Ramon X X Kathryn Roedel X X Dominick Zarcone X "L"420202022 Proxy Statement –— ELECTION OF CLASS III DIRECTORS
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520202022 Proxy Statement –— ELECTION OF CLASS III DIRECTORSIII DirectorsMARCIA J. AVEDON, PH.D.JOHN D. BOWLIN ![[MISSING IMAGE: ph_johnbowlin-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_johnbowlin-bw.jpg)
Age: 58Director Since: 20192020-Current: Executive Vice President, Chief Human Resources, Marketing, & Communications Officer for Trane Technologies, a climate control innovation company focusing on heating and cooling in buildings, homes, and transportation (previously Ingersoll Rand, plc)•2007-2020: Senior Vice President of Human Resources, Communications, and Corporate Affairs for Ingersoll Rand, leading global human resources, public affairs, corporate social responsibility, communications, and strategic marketing•2002-2006: Chief Human Resources Officer at Merck, a global pharmaceutical company•1995-2002: Held increasingly responsible leadership positions in Human Resources and Communications for Honeywell International, a global diversified company•Prior to 1995: Held positions in Human Resources at Anheuser-Busch Companies and as a consultant with Booz, Allen & HamiltonOther Board Service•Former Director of GCP Applied Technologies, a global manufacturer of construction products•Former Director of Lincoln National CorporationMs. Avedon has over 30 years of experience leading organizational transformation, talent and succession management, culture change, corporate social responsibility and communications. Ms. Avedon earned a bachelor's degree in Psychology from the University of North Carolina at Wilmington, and a Master's and Ph.D. in Industrial and Organizational Psychology from George Washington University.62020 Proxy StatementPROPOSAL 1 – ELECTION OF CLASS II DIRECTORSBENNETT J. MORGAN 
Age: 56Director Since: 2013Lead Director Since: 2018EXPERIENCE & QUALIFICATIONS•2005-2016: President and Chief Operating Officer, Polaris Industries Inc., a manufacturer of power sports vehicles ("Polaris")•2004-2005: Vice President and General Manager, ATV Division, Polaris•2001-2004: General Manager, ATV Division, Polaris•1997-2001: General Manager, PGA Division, Polaris•1987-1997: Various marketing, product development, and operations positions at Polaris IndustriesMr. Morgan brings to Generac extensive leadership skills, and over 25 years of expertise in international consumer durables products, dealer distribution, and product development and innovation in such senior roles as President and Chief Operating Officer. Mr. Morgan earned his Master of Business Administration from the Carlson School of Management at the University of Minnesota and his Bachelor of Science in Economics from St. John's University.DOMINICK P. ZARCONE 
Age: 61Director Since: 2017EXPERIENCE & QUALIFICATIONS•2017-Current: President and Chief Executive Officer of LKQ Corporation, a global distributor of vehicle parts and accessories•2015-2017: Chief Financial Officer, LKQ Corporation•2011-2015: Managing Director and Chief Financial Officer of Baird Financial Group, a capital markets and wealth management company, and certain of its affiliates•2011-2015: Treasurer of Baird Funds, Inc., a family of fixed income and equity mutual funds managed by Robert W. Baird & Co. Incorporated, a registered broker/dealer•1995-2011: Managing Director of the Investment Banking department of Robert W. Baird & Co. Incorporated•1986-1995: Held various positions with investment banking company Kidder, Peabody & Co., Incorporated, most recently as Senior Vice President of Investment BankingOther Board Service•Current Director of LKQ Corporation, since 2017Mr. Zarcone brings to Generac extensive management and leadership experience as a senior executive gained in roles as Chief Executive Officer and Chief Financial Officer of a public corporation, and over 25 years of expertise in investment banking and capital markets. Mr. Zarcone earned his Bachelor of Science in Finance from the University of Illinois at Urbana-Champaign and Master of Business Administration from the University of Chicago Graduate School of Business.72020 Proxy StatementPROPOSAL 1 – ELECTION OF CLASS II DIRECTORS Other Members of the Board of DirectorsIncluding the nominees, the Board of Directors currently consists of ten (10) directors, each of whom, other than the nominees, is described below. The terms of the Class I Directors expire at the 2022 Annual Meeting of Stockholders, subject to the election and qualification of their respective successors. The terms of the Class III Directors expire at the 2021 Annual Meeting of Stockholders, subject to the election and qualification of their respective successors.Class I DirectorsJOHN D. BOWLIN 
Age: 69Director Since: 2006EXPERIENCE & QUALIFICATIONS•oooo, andoCompany.o,o andoCorporation.a number ofseveral private companies and divisions of public companies. Mr. Bowlin holds a Bachelor of Business Administration from Georgetown University and a Master of Business Administration from Columbia University. 820202022 Proxy Statement –— ELECTION OF CLASS III DIRECTORSAARON P. JAGDFELDAARON P. JAGDFELD ![[MISSING IMAGE: ph_aaronjagdfeld-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_aaronjagdfeld-bw.jpg)
Age: 48Director Since: 2006Chairman Since: 2016 ANDREW G. LAMPEREURANDREW G. LAMPEREUR ![[MISSING IMAGE: ph_andrewlampereur-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_andrewlampereur-bw.jpg)
Age: 57Director Since: 2014Current, since 2019 He is also a Certified Public Accountant. 920202022 Proxy Statement –— ELECTION OF CLASS III DIRECTORSClass III DirectorsROBERT D. DIXONNAM T. NGUYEN ![[MISSING IMAGE: ph_namtnguyen-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_namtnguyen-bw.jpg)
Age: 60Director Since: 2012 8 2022 Proxy Statement MARCIA J. AVEDON, PH.D. ![[MISSING IMAGE: ph_marciaavedon-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_marciaavedon-bw.jpg)
9 2022 Proxy Statement BENNETT J. MORGAN ![[MISSING IMAGE: ph_bennettmorgan-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_bennettmorgan-bw.jpg)
DOMINICK P. ZARCONE ![[MISSING IMAGE: ph_dominickzarcone-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_dominickzarcone-bw.jpg)
10 2022 Proxy Statement ROBERT D. DIXON ![[MISSING IMAGE: ph_robertdixon-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_robertdixon-bw.jpg)
non-hazardousnonhazardous wastewater treatment services in North America. University and a Bachelor of Business Administration from Miami University. He also attended the Advanced Management Program at INSEAD in Fontainebleau, France. DAVID A. RAMON 11 2022 Proxy Statement DAVID A. RAMON 
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66 and Director of USA.NET, Inc. and Director of New World Communications Group, Inc.a number ofseveral private and public companies. Mr. Ramon earned a Bachelor of Business Administration degree in accountingAccounting from the University of Wisconsin. 1020202022 Proxy Statement –— ELECTION OF CLASS III DIRECTORSWILLIAM D. JENKINS, JR.WILLIAM D. JENKINS, JR. ![[MISSING IMAGE: ph_williamjenkins-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_williamjenkins-bw.jpg)
Age: 54Director Since: 20172012-Current:• and member of Compensation and Audit Committees for Apigee Corporation (acquired by Google, Inc.) and member of Audit Committee for Nimble Storage, Inc. (acquired by Hewlett Packard Enterprise Company)degree in general engineeringGeneral Engineering from the University of Illinois and a Master of Business Administration degree from Harvard Business School. 1120202022 Proxy Statement –— ELECTION OF CLASS III DIRECTORSKATHRYN V. ROEDELKATHRYN V. ROEDEL ![[MISSING IMAGE: ph_kathrynroedel-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/ph_kathrynroedel-bw.jpg)
Age: 59Director Since: 2016oo andoChain.ooo andoHealthcare.B.S.,Bachelor of Science in Mechanical Engineering from Michigan State University. 1220202022 Proxy Statement ("(“NYSENYSE"”), the principal exchange on which our common stock is traded.![[MISSING IMAGE: tm223434d1-tbl_indepenpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-tbl_indepenpn.jpg)
During its annual review of director independence, the Board of Directors considers all information it deems relevant, including without limitation any transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board of Directors also considers the recommendations of the Nominating and Corporate Governance Committee, which conducts a separate independence assessment of all directors as part of its nomination process for the Board of Directors and its respective committees. The purpose of this review is to determine whether any such relationship or transaction is considered a "material relationship" that would be inconsistent with a determination that a director is independent. The Board of Directors has not adopted any "categorical standards" for assessing independence, preferring instead to consider all relevant facts and circumstances in making an independence determination including, without limitation, applicable independence standards promulgated by the NYSE. 
2022 Proxy Statement
TABLE OF CONTENTS132020 Proxy Statementwww.generac.com.Members MembersKey Responsibilities 2019)2021)
(Chair)ROBERT D.DIXON audit committee,Audit Committee, among other things, assists the Board of Directors in fulfilling its responsibility relating to the following:risks. Dixon, and Zarcone is an "audit“audit committee financial expert"expert” as defined in Item 407(d)(5) of Regulation S-K, and the Board is satisfied that all members of our Audit Committee have sufficient expertise and business and financial experience necessary to effectively perform their duties as members of the Audit Committee.Company'sCompany’s financial statements, the Audit Committee receives reports from the Company'sCompany’s Chief Financial Officer and the Company'sCompany’s independent registered public accounting firm regarding significant risks and exposures and assesses management'smanagement’s steps to minimize them. The Audit Committee also reviews material legal and regulatory matters and compliance with significant applicable legal, ethical, and regulatory requirements, and receives reports from the Company'sCompany’s General Counsel relating to these matters. pre-approvepreapprove the engagement of our independent registered public accounting firm to perform audit and non-audit services, meet independently with our independent registered public accounting firm and senior management, review the integrity of our financial reporting process, and review our financial statements and disclosures and certain SEC filings and financial press releases.(9) times in 2019,2021, and members of the Audit Committee also met informally among themselves, with management and with other members of the Board from time to time. Decisions regarding audit-related matters were approved by our Board after taking into accountconsidering the recommendations of the Audit Committee and its members. The Audit Committee maintains a committee charter and meets with our independent registered public accounting firm without management present on a regular basis. 2022 Proxy Statement Members Key Responsibilities 142020 Proxy StatementCORPORATE GOVERNANCECompensation Committee
(Chair)MembersKey Responsibilities (5 Meetings in 2019)JOHN D. (Chair)BENNETT JMORGANMARCIAAVEDON •Company'sCompany’s processes and procedures for the consideration and determination of executive and director compensation. The Compensation Committee that these policies and decisions are consistent with overall corporate performance. The Compensation Committee, thereto. The Compensation Committee officers. The Compensation Committee also officers. In setting compensation, the Compensation Committee risk-takingrisk taking that is consistent with the Company'sCompany’s business strategy and maximization of stockholder value.value, Committee'sCommittee’s recommendations are developed with input from our CEO and, where appropriate, other senior executives. The Compensation Committee reviews management recommendations and input from compensation consultants, along with other sources of data when formulating its independent recommendations to the Board of Directors. A discussion and analysis of the Company'sCompany’s compensation decisions regarding the executive officers named in the Summary Compensation Table appears in this proxy statement under the heading "EXECUTIVE COMPENSATION—“EXECUTIVE COMPENSATION — Compensation Discussion and Analysis."("(“Willis Towers Watson"Watson”) as its independent compensation consultant since September 2014. In its capacity as outside and independent compensation consultants, Willis Towers Watson reports directly to the Compensation Committee.ChairmanChair of the Compensation Committee between meetings.1520202022 Proxy Statement Company'sCompany’s proxy statement and annual report. The recommendation is described in the Compensation Committee Report included in this proxy statement.(5) times in 2019,2021, and members of the Compensation Committee also met informally among themselves, with management, and with other members of the Board, and with Willis Towers Watson from time to time. Decisions regarding executive compensation were approved by our Board after taking into accountconsidering the recommendations of the Compensation Committee.Members MembersKey Responsibilities 4 Meetings in 2019)2021) D.DIXON
(Chair) andDirectors' performance.Directors and its Committees, and The Nominating and Corporate Governance Committee formally met four (4) times in 2019, but members of the Nominating and Corporate Governance Committee met informally among themselves, with management, and other members of the Board from time to time. taking into accountconsidering the recommendations of the Nominating and Corporate Governance Committee.ethnicity.sexual orientation. Annually, the Nominating and Corporate Governance Committee assesses the composition of the Board of Directors, including the Committee'sCommittee’s effectiveness in balancing the above considerations.1620202022 Proxy Statement of, the foregoing criteria, and in evaluating a candidate does not distinguish on the basis of whether the candidate was recommended by a stockholder. Accordingly,Notwithstanding the Nominating and Corporate Governance Committee does not have a formalforegoing, in furtherance of the Committee’s commitment to increasing diversity policy but considers diversity in all aspects of that term, as noted above, as a component of evaluating the composition ofwithin the Board of Directors, the Committee and the Board have determined that a focused effort to identify director candidates from underrepresented minority groups will be an important consideration and priority in connection withselecting and nominating director candidates for election as future openings become available on the annual nomination process.Company'sCompany’s business and who are willing to continue in service are considered for re-nomination,renomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective on the Board. If any member of the Board of Directors does not wish to continue in service or if the Nominating and Corporate Governance Committee decides not to re-nominaterenominate a member for re-election,reelection, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new nominee based on the criteria listed above. Current members of the Nominating and Corporate Governance Committee and Board of Directors are polled for suggestions as to individuals meeting the criteria of the Nominating and Corporate Governance Committee. Executive search firms may also be retained to identify qualified individuals. Ms. AvedonNguyen was appointed as a Class III Director, effective DecemberMarch 1, 2019.2022. A third-party search firm engaged by the Nominating & Corporate Governance Committee recommended Ms. AvedonNguyen to serve on our Board.&and Corporate Governance Committee may do so by sending the candidate'scandidate’s name and supporting information to Mr. BobRobert Dixon, Nominating &and Corporate Governance Committee Chair, c/o Raj Kanuru, Executive Vice President, General Counsel, & Corporate Secretary, Generac Power Systems, Inc., S45 W29290 Highway 59, Waukesha, Wisconsin 53189.Company'sCompany’s annual meeting of stockholders. To make a nomination for election to the Board of Directors, a stockholder must submit his or her nomination by providing the person'sperson’s name and appropriate background and biographical information byin writing to the Nominating and Corporate Governance Committee at Generac Holdings Inc., Attn: Raj Kanuru, Executive Vice President, General Counsel, and& Corporate Secretary, S45 W29290 HwyHighway 59, Waukesha, Wisconsin 53189. A stockholder'sstockholder’s nomination must be received by the Company'sCompany’s Secretary either (i) no later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the previous year'syear’s annual meeting of stockholders, or (ii) in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of 19 2022 Proxy Statement 172020 Proxy StatementCORPORATE GOVERNANCE"PROPOSALS“PROPOSALS BY STOCKHOLDERS"STOCKHOLDERS” for the deadline for nominating persons for election as directors at our 20212023 annual meeting of stockholders.committee'scommittee’s area of focus or expertise. Our Board believes that for certain areas of risk, our Company is better served by having the initial risk evaluation and risk monitoring undertaken by a subset of the entire Board that is more focused on the issues pertaining to the particular risk. For instance, our Compensation Committee assists the Board in evaluating risks relating to our compensation policies and procedures. Also, our Audit Committee assists the Board in fulfilling the Board'sBoard’s oversight responsibility relating to the evaluation of financial and enterprise risks, including information security, environmental, health & safety, product regulatory, and socialproduct safety matters. As it deems necessary and on at least an annual basis, the respective committee to which oversight and monitoring of a particular risk has been assigned reports on risk exposures and mitigation strategies with respect to such risk to the entire Board.Company'sCompany’s Chairman of the Board, President, and Chief Executive Officer. Bennett Morgan serves as Lead Director.•••1820202022 Proxy Statement ••ooo••boardBoard leadership structure to ensure the interests of the Company and its stockholders are best served.••Board'sBoard’s strong committee system and all Directors being independent except for Mr. Jagdfeld, allow it to maintain effective oversight of management.Hwy.Highway 59, Waukesha, Wisconsin 53189.20192021 Annual Meeting of Stockholders.2019,2021, the Board of Directors held eight (8)12 meetings (including regularly scheduled and special meetings) and took action by unanimous written consent from time to time. All incumbent directors attended at least 75% of (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods that he or she served).1920202022 Proxy Statement Hwy.Highway 59, Waukesha, Wisconsin 53189. The Secretary will review all correspondence and regularly forward to the Board of Directors all such correspondence that, in the opinion of the Secretary, deals with the functions of the Board of Directors or committees thereof, or that the Secretary otherwise determines requires attention. Concerns relating to accounting, internal controls, or auditing matters will immediately be brought to the attention of the ChairmanChair of the Audit Committee. We have adopted a Whistleblower Policy, which establishes procedures for submitting these types of concerns, either personally or anonymously through a toll freetoll-free telephone "hotline"“hotline” or web transmission operated by an independent party. Our Whistleblower Policy can be found on the Company'sCompany’s website at www.generac.com.ChairmanChair of the Audit Committee, may do so by writing to Mr. Andrew Lampereur, Chairman,Chair, Audit Committee, c/o Generac Holdings Inc., S45 W29290 Hwy.Highway 59, Waukesha, Wisconsin 53189."“CodeCode"”), that applies to all of our directors, officers and employees, including our principal executive officer and principal financial accounting officer. In addition, we have adopted a Supplemental Code of Ethics and Conduct (the "“SupplementSupplement"”) that applies to all of our directors and executive officers, including our principal executive officer and principal financial accounting officer. The Code and Supplement are both posted on our website at www.generac.com.www.generac.com. Any amendments to, or waivers under, our Code or Supplement which are required to be disclosed by the rules promulgated by the SEC will be disclosed on the Company'sCompany’s website at www.generac.com.www.generac.comDirectors'Directors’ working process. Our Corporate Governance Guidelines and Principles are posted on our website at www.generac.com.www.generac.com2020202022 Proxy Statement Generac's missionensure peace of mind by developing power productslead the world’s evolution to more resilient, efficient, and solutionssustainable energy solutions. In executing that make the world safer, brighter, and more productive. In furthering that mission,purpose, Generac takes seriously its environmental, social, and governance ("ESG"(“ESG”) responsibilities and, in the course of its business, encounters and manages a broad range of ESG matters. We have identifiedunderstand and appreciate that there is a growing interest in greater ESG disclosure by public companies. To meet these growing expectations, the below Company published its 2021 Environmental, Social, and Governance Report (“ESG categories as among the most relevant to our business and of interest to key stakeholders.
Environmental, Health & SafetyWe are committed to developing environmentally responsible products and processes, and care about the safety and well-being of our employees, their families, and our communities. We demonstrate this commitment through the following:•Upholding our comprehensive Corporate Regulatory Compliance and Environmental Protection Policy and Corporate Safety Handbook•Deploying both corporate and facility Health & Safety Committees to ensure employee and contractor safety•Maintaining ISO 14001 Certification for our Corporate Environmental Management System•Continually training and educating our employees and contractors on their responsibility to identify work that is unsafe or environmentally unsound and to help mitigate potential negative impacts•Implementing and monitoring a long-term "Vision Zero" plan, under which we evaluate and take advantage of reducing materials and waste throughout our operating facilities•Providing energy storage, technology solutions and related products that utilize solar and other clean, renewable energy sources•Providing innovative product solutions that utilize natural gas (including bi-fuel options), offering significant environmental benefits compared to diesel products•Being a leaderReport”) in LED and hybrid light tower technology, which provide for more fuel-efficient operationsApril 2022. The ESG Report can be found at www.generac.com•Investing in energy monitoring and management solutions, which provide customers the information and control necessary to allow them to reduce their overall energy consumption212020 Proxy StatementCORPORATE GOVERNANCE
Social ResponsibilityWe practice the highest ethical standards by honoring our commitments and treating everyone with fairness, trust and respect. We also believe our success is directly tied to our employees' personal and professional growth, and recognize their achievements and share in our mutual success. We demonstrate these values through the following:•Promoting an inclusive corporate culture that prohibits discrimination and harassment and encourages diversity•Maintaining an ongoing global employee engagement initiative with targeted action plans by region, function, and business group. Action plans and their progress are regularly measured by global annual and pulse employee engagement surveys•Enforcing strong policies related to anti-corruption and anti-competitive practices•Holding suppliers to high ethical standards under our Supplier Code of Conduct•Providing job opportunities to those who face barriers to employment through strong partnerships with community job agencies representing disabled clients and workforce release programs•Maintaining an employee wellness program•Engaging, through our Generac Gives program, in community outreach and charitable activities across the globe, including fundraising, charitable nonprofit organizations, supporting local youth education (including STEM and apprenticeship opportunities), and donating to nearly 200 community organizations in 2019. Employees also participate in charitable efforts like blood driveswill be updated and other group volunteer activities•Founding the GPS Education Partners program, which provides a high school education through a work-based learning program. Generac hosts a student classroom and provides work-based learning opportunities on-site sponsoring 420 students since founding the program in 2000•Providing storm relief services to communities affected by major weather-related power outages through free technical support and direct emergency product repairs in affected regions
GovernanceOur Company is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including the following:•Board oversight of the Company's risk management framework, as well as its risk assessment and management practices•Adopting and enforcing our Code of Ethics and Business Conduct•Adhering to our Corporate Governance Guidelines and Principles•Regularly engaging with stockholders to seek their feedbackpublished on the Company's strategy, performance, and ESG practices222020 Proxy StatementCORPORATE GOVERNANCE•Routinely reviewing the need for Board and Committee refreshment•Maintaining a strong control environment and making effective controls an integral part of our routine business practicesGenerac'sGenerac’s policy that Company funds or assets will not be used to make a political contribution to any political party or candidate, unless approval has been given by the Board of Directors or its authorized designee. Generac did not contribute to any political parties or candidates in 2019. Delinquent Section 16(a) ReportsSection 16(a)2021. In addition, Generac has not organized or established any political action committee.Securities Exchange Act of 1934, as amended (the "Exchange Act") requires the Company's officers and directors, and persons who own more than ten percent of the common stock of the Company, to file with the SEC reports of ownership of Company securities and changes in reported ownership. Officers, directors, and greater than ten percent stockholders are required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file. Based solely on a review of the copies of such forms furnishedreferenced websites, including but not limited to the Company, or written representations from the reporting persons that no Form 5 was required, the Company believes that during 2019 all Section 16(a) filing requirements applicable to its officers, directors, and greater than ten percent beneficial owners were complied with, except for the following Form 4 filing that was inadvertently filed late: one Form 4 for two transactionscontent contained in our ESG Report, is not incorporated by Mr. Wilde on August 8, 2019.2019,2021, the members of our Compensation Committee were Todd Adams (prior to his resignation from the Board on May 1, 2019),John Bowlin, Bennett Morgan, John Bowlin, William Jenkins, and Marcia Avedon (following her election to the Board on December 1, 2019).Avedon. No member of the Compensation Committee was, during 20192021 or previously, an officer or employee of Generac or its subsidiaries. In addition, during 2019,2021, there were no Compensation Committee interlocks required to be disclosed.2320202022 Proxy Statement 20, 202018, 2022 by:••Hwy.Highway 59, Waukesha, Wisconsin 53189. Name and address of beneficial owner Number of
Shares Percentage of
Shares Principal stockholders The Vanguard Group(1) 6,639,634 10.4% BlackRock, Inc.(2) 4,997,627 7.8% Directors and Named Executive Officers(3)(4) Aaron Jagdfeld 1,194,615 1.9% York Ragen 254,123 0.4% Russell Minick 5,401 * Patrick Forsythe 72,040 0.1% Erik Wilde 23,780 * Marcia Avedon 2,944 * John Bowlin 72,477 0.1% Robert Dixon 14,537 * William Jenkins 7,301 * Andrew Lampereur 20,438 * Bennett Morgan 24,379 * Nam Nguyen 0 * David Ramon 33,213 0.1% Kathryn Roedel 9,058 * Dominick Zarcone 12,238 * All members of the Board of Directors and executive officers as a
group (18 persons) 1,770,843 2.8% Number of
Shares Percentage of
Shares
7,104,863 11.4% 5,956,644 9.5% 5,065,141 8.1% 4,586,860 7.3% 1,169,733 1.9% 246,679 0.4% 46,836 0.1% 73,853 0.1% 24,220 * 396 * 88,676 0.1% 31,475 0.1% 21,602 * 15,299 * 17,705 * 7,444 * 9,690 * 7,320 * 1,789,549 2.9% *
(1)242020 Proxy StatementBENEFICIAL OWNERSHIP OF OUR COMMON STOCK(1)611 to Schedule 13G filed by BlackRock, Inc.The Vanguard Group (“Vanguard”) on March 9, 2020.February 10, 2022. According to that report, BlackRock, Inc. possesses Vanguard has 24 2022 Proxy Statement to vote 6,954,330 of suchover 0 shares, shared voting power over 106,324 shares, sole dispositive power over 6,380,102 shares, and possesses soleshared dispositive power to dispose of 7,104,863 of suchover 259,532 shares. In addition, according to that report, BlackRock,Vanguard’s business address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.'s on March 11, 2022. According to that report, Blackrock, Inc. has sole voting power over 4,454,258 shares, shared voting power over 0 shares, sole dispositive power over 4,997,627 shares, and shared dispositive power over 0 shares. In addition, according to that report, Blackrock, Inc.’s business address is 55 East 52nd Street, New York, New York 10055.10022.(2)Based on information obtained from Amendment No. 7 to Schedule 13G filed by The Vanguard Group ("Vanguard") on February 12, 2020. According to that report, Vanguard possesses shared power to vote or to direct the voting of 9,619 of such shares and possesses shared power to dispose or to direct the disposition of 131,002 of such shares and possesses sole power to vote or to direct the voting of 129,501 of such shares and possesses sole power to dispose or to direct the disposition of 5,825,642 of such shares. In addition, according to that report, Vanguard's business address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.(3)Based on information obtained from Schedule 13G filed by JPMorgan Chase & Co. ("JPMorgan") on January 24, 2020. According to that report, JPMorgan possesses sole power to vote 4,757,388 of such shares and possesses sole power to dispose of 5,061,541 of such shares. In addition, according to that report, JPMorgan's business address is 383 Madison Avenue, New York, New York 10179.(4)Based on information obtained from Schedule 13G filed by FMR LLC on February 7, 2020. According to that report, FMR, LLC. possesses sole power to vote or to direct the voting of 211,670 of such shares and possesses sole power to dispose or to direct the disposition of 4,586,860 of such shares. In addition, according to that report, FMR LLC's business address is 245 Summer Street, Boston, MA 02210.(5)482,393, 134,083, 23,635, 41,993558,640, 140,564, 679, 57,542 and 10,17210,618 shares respectively, which may be acquired pursuant to options issued under the 2010 or 2019 Generac Holdings Inc. Equity IncentiveOmnibus Plan as applicable, because such options are exercisable within 60 days. The respective number of shares for the individuals mentioned above were in each case also added to the denominator for purposes of calculating the percentage ownership of that individual.(6)7,320, 1,947, 5,904, 8,346, 10,797,9,058, 3,685, 7,642, 11,023, 13,674, 1,417, and 6,6619,330 Deferred Stock Units, respectively, all of which were issued pursuant to the Company'sCompany’s Deferred Stock Unit Plan for Non-Employee Directors, effective April 1, 2017.2520202022 Proxy Statement 20192021 compensation for the following named executive officers, practices and policies, and how the Compensation Committee made its decisions. Named Executive Officer Title Title Aaron Jagdfeld President, Chief Executive Officer & Chairman York Ragen Chief Financial Officer Russell MinickMinick* Chief Marketing Officer Patrick Forsythe Executive Vice President, Global EngineeringChief Technical Officer Erik Wilde Executive Vice President Industrial, Americas ![[MISSING IMAGE: tm2025328d107-icon_business.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm2025328d107-icon_business.jpg){kind=icon}
20192021 Business Highlights & Performance 2019recordstrong year for Generac....In addition to the strong financial performance, the Company had some key accomplishments during the year that are important to the execution of our strategy. We believe 2019 provides further support that the secular penetration opportunity for home standby generators is as compelling as it has ever been. Home standby shipments increased at a strong rate during the year and we experienced very encouraging trends with several key performance metrics that we monitor closely, including in-home consultations, activations, and residential dealer count. We made significant progress in ramping up efforts to capitalize on a dramatic increase in generator interest and demand in California due to the power shutoff events by local utilities, as residential product shipments alone to the state increased by more than $50 million compared to the prior year. We also launched our new Clean Energy efforts during the year by entering into the energy storage and monitoring markets, including making the important and strategic acquisitions of Pika Energy and Neurio Technology during the first half of 2019. We achieved an exciting milestone during the fourth quarter by shipping the first of our new PWRcell storage systems with our PWRview monitoring platform, which has been very well received by the market to date.![[MISSING IMAGE: tm223434d1-fc_busihighpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-fc_busihighpn.jpg)
262020 Proxy StatementEXECUTIVE COMPENSATIONAnother key accomplishment during 2019 was the exceptionally strong growth experienced for domestic commercial & industrial (C&I) stationary generators, which benefitted from market share gains and the dual secular drivers of increasing penetration for natural gas generators and the impending deployment of next-generation 5G technology. We also further expanded our international business with the Captiva acquisition in India during the first quarter of 2019—one of the largest power generation markets in the world.We generated record earnings and cash flow for 2019, while at the same time significantly increasing our operating and capital investments across the business to align with our long-term core growth targets, and to capitalize on the numerous growth opportunities that lie ahead for Generac. Accordingly, we planned for a notable increase in operating expenses in order to invest in a variety of initiatives across the business, and we had nearly a 30% increase in capital expenditures for the year compared to 2018—with the majority relating to "growth" investments within our operations and facilities.
67 of the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2021. 26 2022 Proxy Statement 
![[MISSING IMAGE: tm223434d1-bc_totadjustpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-bc_totadjustpn.jpg)
27 2022 Proxy Statement ![[MISSING IMAGE: tm223434d1-bc_totcashpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-bc_totcashpn.jpg)
along with the assumption of special dividends being reinvested to calculate a total return to shareholders expressed as a percentage.2720202022 Proxy Statement Generac's WHAT WE DO: ![[MISSING IMAGE: tm2025328d107-icon_check.gif]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm2025328d107-icon_check.gif){kind=icon}
WHAT WE DO:
Pay for Performance
A significant amount of executive officer pay is based on the achievement of specific annual and long-term strategic and financial goals. ![[MISSING IMAGE: tm2025328d107-icon_check.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm2025328d107-icon_check.jpg){kind=icon}
Stock Ownership Guidelines
Stock ownership guidelines have been established for executive officers and Directors.directors.
Compensation Risk Assessments
A compensation risk assessment is performed on a regular basis.
Independent Compensation Consultant
An independent consultant is retained by the Compensation Committee.
Clawback Policy
Requires the CEO, CFO and other key members of executive officersmanagement to reimburse or forfeit any excess incentive compensation received due to thean accounting restatement of the Company'sCompany’s financial statements as a result of the Company'sCompany’s material noncompliance with any financial reporting requirement under federal securities laws. In 2022, we expanded the policy to require reimbursement or forfeiture in certain instances of an executive officer’s gross negligence or misconduct, including a failure to manage and monitor risks that result in significant harm to the Company.
ESG in Incentive Plan Our Short-Term Incentive Plan includes individual executive ESG goals to address the development of our ESG program and future qualitative metrics to measure success over time.
WHAT WE DO NOT DO:
![[MISSING IMAGE: tm2025328d107-icon_xpn.gif]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm2025328d107-icon_xpn.gif){kind=icon}
Hedging of Company Stock
Executive officers and Directors may not engage in speculative transitions in Company securities. Specifically, itIt is against Company policy to trade in puts or calls in Company securities, or sell Company securities short.short, or otherwise hedge ownership of Company securities. ![[MISSING IMAGE: tm2025328d107-icon_xpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm2025328d107-icon_xpn.jpg){kind=icon}
Pledging of Company Stock
Executive officers may not pledge Company securities or hold Company securities in margin accounts.
Tax Gross-UpsGross Ups
Executive officers do not receive tax gross-upsgross ups either directly or indirectly.
Dividends on Unearned Performance Awards
Executive officers do not receive dividends on unearned performance awards. " “Single Trigger"Trigger” Change in Control Severance Provisions
Executive officers do not have severance arrangements that trigger solely by virtue of a change in control.
29 2022 Proxy Statement
TABLE OF CONTENTS282020 Proxy Statement2019 What’s Changed How It’s Changed What's ChangedHow It's ChangedRationale for Change Ownership Requirements ![[MISSING IMAGE: tm2025328d107-icon_arrowpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm2025328d107-icon_arrowpn.jpg){kind=icon}
Increased multiple-of-salary requirement for CEO Performance Equity Mix 
Modified weighting of the equity granted in the three-year performance cycle. The Compensation Committee believes reducing stock options and increasing ownership requirements supports long-term performance share weighting supports our continued focus on pay-for-performance alignment. Peer Group Removed two companies and added four new companies for a total of 20 companies Removed companies due to small size and industrials focus. Added new companies due to similar business model/end products, revenue positioning, and the Company’s Energy Technology strategy. Peer GroupMaintain peer group of 20 companies by replacing Powell Industries with ItronPowell was removed due to falling below desired revenue range. Itron was selected for being in the energy sector and having revenue within the relevant range. Clawback Policy Expanded Recoupment Events to include gross negligence, and misconduct violating law or Company policy Addresses acts that may result in significant financial or reputational harm to the Company to mitigate compensation risk. ESG Added ESG component to Short Term Incentive Plan for 2022 performance period Addresses the development of our ESG program with the addition of individual executive ESG goals. program'sprogram’s strong pay-for-performance alignment is an important part of our continuing commitment to enhancing long-term stockholder value. 30 2022 Proxy Statement are able tocan attract and retain high caliber executive talent. To that end, we offer competitive base salary,salaries, as well as annual and long-term incentive opportunities, which encourage specific performance and reward the292020 Proxy StatementEXECUTIVE COMPENSATION
![[MISSING IMAGE: tm223434d1-fc_compenpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-fc_compenpn.jpg)
Pay Element FormPurpose Form Purpose Base Salary Cash (Fixed) Reflects position responsibilities, competitive market rates, strategic importance of the position, individual experience, and individual experience.performance. Annual Performance
Bonus Plan (Short-Term Incentive) Cash (Variable) Rewards achievement of Generac'sGenerac’s annual financial goals as defined by the Compensation Committee and other qualitative and quantitative performance objectives as determined by the Compensation Committee. Long-Term Incentives Equity (Variable) Rewards strong performance with incentives that focus our executive team on creating stockholder value over the long-term. Performance share weighting adjusted to support our pay-for- performance philosophy. A significant portion of the base pay, annual bonus and long-term incentives, is performance-based and market-driven.also performance-based. The Compensation Committee believes this construct results in a fair level of pay for target performance, and an above-market opportunity if the executive team builds share value in a sustainable way. We target cash compensation (base salary and annual bonus) around the median of our market and compensation peer group, taking into account the relative responsibilities of our executives. In general, we target long-term incentives at or above the market median to encourage the sustainability of the business and drive long-term stockholder value creation. This 31 2022 Proxy Statement goal-settinggoal setting in which the Company often sets performance goals above the median, and in some cases above the 75th percentile, relative to similar financial measures at our peers and the general industry. Actual total compensation in any given year may be above or below the total target level based on individual and corporate performance.302020 Proxy StatementEXECUTIVE COMPENSATIONexecutives'executives’ total target direct compensation in 2019 is2021 was variable and performance based:![[MISSING IMAGE: tm223434d1-pc_paymixpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-pc_paymixpn.jpg)
Role of the Compensation Committee and Management 32 2022 Proxy Statement pay for performancepay-for-performance in light of established goals and objectives. The Compensation Committee also considers profitable growth of the business and our relative stockholder return.financial performance. The Compensation Committee sets the CEO compensation based on that evaluation using market and peer group312020 Proxy StatementEXECUTIVE COMPENSATION"“Assessing External Market Practice"Practice” below for more information. Finally, in making subjective evaluations of the overall performance of the CEO, the Compensation Committee considers performance from the perspective of our core values and our leadership principles, which include practicing integrity, driving innovation, demonstrating agility, operational excellence, developing our employees, and building a positive team environment.allcertain other key members of executive direct reports to the CEO.management. The annual analysis includes market compensation data and a review of factors such as industry knowledge, level of experience, and skill set as to the compensation of the named executive officers. Neither the CEO nor the EVP, Human Resources makes recommendations with respect to his or her own compensation. The Role of the Independent Consultant 2019,2021, Willis Towers Watson provided advice to the Compensation Committee regarding base pay, use of peer group data, benchmarking of unique job scopes, annual and long-term incentive design, and the CEO pay ratio along with a variety of other compensation-related topics. The Compensation Committee has assessed the independence of Willis Towers Watson pursuant to the SEC rules and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the Compensation Committee. Assessing External Market Practice annually Willis Towers Watson annually provides the Compensation Committee with compensation data with respect to similarly sized manufacturing companies in the identified peer group and amongst similarly sized general industry companies from a published survey perspective. In 2019,2021, the Compensation Committee considered both of these sources in determining competitive total direct compensation benchmarks for our CEO, CFO and for the EVP Industrial, Americas. Published industry specificindustry-specific market survey data waswere considered in determining market total direct compensation benchmarks for all other executive officers. The Compensation Committee has generally targeted the market median for total cash compensation of our named executive officers, with the opportunity to meet or exceed market median if the Company achieves outstanding financial performance in a particular year. The Committee has targeted long-term incentive grant values at or above market median, which may result in total direct compensation at or above the market median with outstanding financial performance.3220202022 Proxy Statement DuringIn September 2021, the period, Powell Industries fell below our desired revenue range forCompensation Committee engaged Willis Towers Watson to evaluate the peer companies. In 2019,group to ensure alignment with the company’s energy technology strategy and recent growth. Following the review, the Compensation Committee approved a changechanges to replace Powell Industries with Itron, Inc. Itron is within Generac's revenue rangeremove two companies, Barnes Group and focuses on energy management, which isFranklin, due to size and industrial focus no longer aligned with Generac's Cleanthe company. The Compensation Committee also approved the addition of four new companies, including AMETEK Inc., Enphase Energy, effortsInc., Lennox International Inc., and strategic direction.Rockwell Automation, Inc., which have similar business models/end products and revenues as the Company. The Compensation Committee also noted the merger of two peer companies, Regal Beloit Corp. and Rexnord Corporation, and determined that the resulting entity should still be considered a peer. Following the change,these changes, the Compensation Committee examined the compensation practices of the following peer group companies that most closely approximate the size, scope and complexity of our business: A.O. Smith Enphase Energy, Inc. Nordson Corporation Toro Co Acuity First Solar, Inc. Regal Rexnord Corp. Watts Water Technologies, Inc. Altra Industrial Motion Corp. Hubbell Inc. Resideo Technologies, Inc. A.O. SmithBradyGraco Inc.Regal Beloit Corp. AMETEK,Inc. Enerpac Tool Group (f/k/a Actuant)Briggs & StrattonHubbell Inc.Rexnord Idex Corp. Rockwell Automation, Inc. Acuity Donaldson Co Inc. Idex Corp.Itron, Inc. Snap-On Inc. Snap On Incorporated Altra Industrial Motion Corp.Enpro Industrial Inc.Itron, Inc.Toro Co EnerSys Barnes GroupLennox International Inc.Franklin Electric Co, Inc.Nordson Corp.Watts Water Technologies, Inc. SolarEdge Technologies, Inc. Stockholder Input and Outreach ![[MISSING IMAGE: tm223434d1-org_outreapn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-org_outreapn.jpg)
The Committee also considers the results of advisory "say-on-pay" stockholder votes when making compensation decisions. At the 2019 Annual Meeting of Stockholders, when the Company's most recent advisory say-on-pay vote was held, over 95% of shares voting approved the compensation of the Company's executive officers. The Company currently holds say-on-pay votes every year.
2019,2021, we met with various stockholders to discuss corporate governance, executive compensation, and other matters. The Board and the Committee have considered, and will continue to seriously consider, feedback from these discussions as we review and evaluate our corporate governance practices and executive compensation programs.3320202022 Proxy Statement
DECISIONSCommittee'sCommittee’s consideration of external market practices, peer and published survey data, and other factors including the individual'sindividual’s scope of role and performance, time in position, and industry experience, and are intended to more closely align pay with market-competitivemarket competitive levels. Named Executive Officer Annual Base
Salary at
12/31/2020 Annual Base
Salary at
12/31/2021 % Change Aaron Jagdfeld $ 950,000 $ 1,000,000 5.3% York Ragen $ 450,000 $ 475,000 5.6% Russell Minick $ 465,000 $ 485,000 4.3% Patrick Forsythe $ 405,000 $ 420,000 3.7% Erik Wilde $ 382,000 $ 395,000 3.4% Annual Base
Salary at
12/31/2018Annual Base
Salary at
12/31/2019% Change
$870,000
$915,000
5.2%
$425,000
$437,500
2.9%
$435,000
$447,500
2.9%
$377,500
$390,000
3.3%
$358,000
$370,000
3.4%2019,2021, the Compensation Committee increased Mr. Jagdfeld'sJagdfeld’s base salary to $915,000$1,000,000 to recognize performance and further align his pay to market competitive levels. Messrs. Ragen, Minick, Forsythe and Wilde received a base salary increase after consideration of both performance and market data.2020,2022, the Compensation Committee sought to address market considerations and recognize the sustained strong performance and strategic contributions of Mr. Jagdfeld with an increase to $950,000.$1,050,000. The Compensation Committee also increased the base salary for Messrs. Ragen, Minick, Forsythe and Wilde. Mr. Ragen'sRagen’s base salary increased to $450,000, Mr. Minick to $465,000,$525,000, Mr. Forsythe to $405,000,$430,000, and Mr. Wilde to $382,000.All Compensation Committee decisions made$420,000. Mr. Minick’s base salary remained flat due to his announced retirement later in March 2020 and described above were taken prior to the escalation of the COVID-19 pandemic. The Committee will consider the potential impact of this pandemic on the Company's performance as part of compensation decisions for the remainder of 2020 and beyond, as necessary.20192021 Annual Incentive Plan ("AIP"(“AIP”). Consistent with prior years, the annual bonus is calculated as a percentage of base salary and is paid in cash.342020 Proxy StatementEXECUTIVE COMPENSATION2019,2021, the threshold, target and maximum bonus opportunity are as follows: Named Executive Officer Below Threshold as
a % of Base Salary Threshold Bonus
as a % of Base
Salary Target Bonus
as a % of Base
Salary Maximum Bonus
as a % of Base
Salary Aaron Jagdfeld 0% 62.5% 125% 250% York Ragen 0% 37.5% 75% 150% Russell Minick 0% 37.5% 75% 150% Patrick Forsythe 0% 32.5% 65% 130% Erik Wilde 0% 32.5% 65% 130% 35 2022 Proxy Statement Below Threshold as
a % of Base SalaryThreshold Bonus as a % of Base Salary Target Bonus as a % of Base Salary Maximum Bonus as a % of Base Salary
0%
45%
112.5%
225%
0%
26%
65%
130%
0%
26%
65%
130%
0%
26%
65%
130%
0%
26%
65%
130%No changes were madethreeTarget Bonus for Messrs. Ragen and Minick from 65% to 75% to further align to market competitive levels. For 2021, the AIP included two financial metrics: Adjusted EBITDA (excluding the impact of acquisitions that occurred during the performance metrics orperiod and before deduction for noncontrolling interests) and Primary Working Capital (“PWC”) as a percentage of net sales. Individual performance goals (“IPG”) continues to be the third and nonfinancial metric. The weighting of each metricthe metrics remained the same as summarized below: Adjusted EBITDA PWC as % of
Net Sales IPG 50% 25% 25% Operating Free Cash Flow IPG
25%20192021 Annual Performance Bonus Plan Results2019 AIP payout is funded on the Company's performance against the Adjusted EBITDA and Operating Free Cash Flow ("OFCF") targets, and the named executive officers' individual performance goal ("IPG") achievement. The 20192021 financial targets for Adjusted EBITDA and OFCFPWC were $421$770.4 million and $352 million,24.0%, respectively. IPG goals for named executive officers for 20192021 were based on achieving these financial targets, growing the Company'sCompany’s portion of the residential market, increasing industrial market share, geographic expansion (organic and inorganic), and other goals related to growth of our Clean Energy business, product development, organizational development, and organizational development.For 2019,Under the Company'sAIP for 2021, the Company’s Adjusted EBITDA excluding(excluding the impact of acquisitions that occurred during the performance period and before deduction for non-controlling interests,noncontrolling interests) was $462.3$843.5 million, which exceeded the target resulting in a 165% payout for the 50% Adjusted EBITDA portion. The level of Adjusted EBITDA achieved also corresponds to the resulting payout opportunity for the 25% IPG portion of the bonus plan. The IPGplan is adjustedpaid out at the same level of achievement as that achieved for Adjusted EBITDA, subject to adjustments for each named executive officer'sofficer’s performance against certain defined and measurable goals established at the commencement of the year and developed to achieve specific initiatives related to the Company'sCompany’s long-term strategy. The Company's OFCF,Company’s PWC, also excluding the impact of acquisitions, was $362.6 million,26.2%, which slightly exceeded the target resulting in a 120% payoutfell short of threshold for the 25% OFCFPWC portion. As a result, the Committee approved the overall 2019 achievement2021 payout of 154%122% out of a maximum of 200%. Annual Performance Bonus Metrics 2021 Financial Targets
(in millions of $US) 2021 Achievement
(in millions of $US) Overall
Payout % Adjusted EBITDA (50%)* $770.4 $843.5 PWC as % of Net Sales (25%) 24.0% 26.2% 122% Individual Performance Goals (25%) NA Paid Out Based on Adjusted
EBITDA Achievement make downward adjustment ofadjust the annual performance bonuses, regardless of the outcome under incentive bonus formulas. No downwardFor 2021, the Compensation Committee made no adjustments were made inor modifications to the 2019 payments. 36 2022 Proxy Statement 352020 Proxy StatementEXECUTIVE COMPENSATION("LTIP"(“LTIP”) is designed to reward our executives for their contribution to the Company'sCompany’s long-term growth and performance, and to better align the interests of our named executive officers with those of our stockholders. In addition, our long-term awards are used to attract and retain critical employee talent by providing a competitive market-based opportunity.In 2019,were granted to the named executive officers, as follows:FiftyThirty-three percent (50%(33.3%) of the award was granted in the form of stock options, with those options vesting equally over the four anniversaries immediately following the date of grant.•Twenty-five percent (25%) of the award was granted in the form of restricted stock, with those shares vesting equally over the three anniversaries immediately following the date of grant.•Twenty-five percent (25%) of the award was granted in the form of performance shares. Named executive officers may earn from 0% to 200% of their target performance share awards based on the achievement of specified revenue growth, and EBITDA margin, and Free Cash Flow Conversion goals. Each performance share has a value equal to a share of common stock and the number of shares that can be earned is contingent upon Company performance over a three-year performance period, against goals approved by the Compensation Committee.2019 of the award was granted in the form of stock options, with those options vesting equally over the four anniversaries immediately following the date of grant.
![[MISSING IMAGE: tm2025328d107-pc_lt2020pn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm2025328d107-pc_lt2020pn.jpg)
3620202022 Proxy Statement 2019,2021, the award grants for the named executive officers were as follows: Executive
Options(1)
Vested
Restricted
Stock(2)
Performance
Shares(3)
2021 Long -
Term Incentive
Grants(4) Aaron Jagdfeld $ 1,670,075 $ 1,665,106 $ 1,665,106 $ 5,000,287 York Ragen $ 317,302 $ 316,427 $ 316,427 $ 950,156 Russell Minick $ 334,015 $ 333,223 $ 333,223 $ 1,000,461 Patrick Forsythe $ 245,534 $ 244,878 $ 244,878 $ 735,290 Erik Wilde $ 230,910 $ 230,434 $ 230,434 $ 691,778 Value of Stock Options(1) Value of Time- Vested Restricted Stock(2) Value of Performance Shares(3) Total Value of 2019 Long- Term Incentive Grants
$1,750,003
$875,004
$875,004
$
3,500,012
$437,515
$218,777
$218,777
$
875,069
$447,509
$223,775
$223,775
$
895,060
$341,252
$170,669
$170,669
$
682,590
$323,758
$161,922
$161,922
$
647,602 (1)20192021 grant date.(2)20192021 grant date.(3)20192021 grant date.also holdheld performance shares granted in 2019 that vested based on results during the 2017 cycle, subject to three-year, 2019-2021 performance conditions.period. This grant was intended to encourage target revenue growth measured in compound annual growth rate ("CAGR"(“CAGR”) and, target Adjusted EBITDA margin percentages, during a three-year performance period (2017-2019).and Free Cash Flow (“FCF”) Conversion percentages for 2019-2021. Specifically, if revenue growth (CAGR) and, average Adjusted EBITDA margin percentages, and FCF Conversion percentages during the period were achieved within a defined target range on a performance matrix, the named executive officers would earn from 10%50% to 200% of their target performance share awards. The revenue growth (CAGR) and, Adjusted EBITDA margin, and FCF Conversion targets were set at a level, given business conditions at the time the awards were granted, that were designed to be challenging but achievable with strong management performance. After the conclusion of the three-year period, the performance share targets were measured against actual financial results for Generac Power Systems, Inc., excluding any businesses acquired during the three-year period. For the three yearthree-year period the actual Revenue Growth (CAGR) was 5.06% above maximum and the actual Adjusted EBITDA margin was .8% above Target. Based on these results,from 2019-2021, the Committee determined and approved a final vestingpayout equal to 133.2% of 180% for the three-year performance period from 2017-2019.target, out of a 38 2022 Proxy Statement 2017-20192019-2021 performance awards are reflected below: Performance Measure Weight Minimum Target Maximum Actual 2019-2021
Cycle Results Final
Vesting Revenue Growth (CAGR) 33% 2.0% 5.0% 8.0% 19.01% Adjusted EBITDA Margin % 33% 20.0% 21.5% 23.0% 23.55% 133.2% FCF Conversion % 33% 85.0% 95.0% 105.0% 72.83% Minimum Target Maximum Actual 2017-2019
Cycle Results2017-2019
Vesting
2.0%
5.0%
8.0%
13.06%
18.5%
20.0%
21.5%
20.8% Beginning with the 2019 cycle and thereafter, the Committee approved the use of three performance measures, each independently weighted at 33% including Revenue Growth (CAGR), Adjusted EBITDA Margin %, and Free Cash Flow Conversion. The Committee believes adding Free Cash Flow Conversion as a third metric further strengthens the tie between individual employee performance and corporate performance. Eliminating the performance matrix and assessing each measure independently reinforces transparent pay for performance outcomes.372020 Proxy StatementEXECUTIVE COMPENSATIONIn September 2019, the Committee approved changes to the mix of the long-term equity vehicles used in the annual award. Effective with the 2020 Annual LTIP grant, the weighting will change from 50% stock options, 25% restricted shares and 25% performance shares to 33.3% stock options, 33.3% restricted shares and 33.3% performance shares."clawback"“clawback” policy applicable to annual and long-term incentive awards made to itsthe CEO, CFO and any other key member of executive officers.management as identified by the Board or CEO. Under this policy, the Company may seek to recoup incentive compensation paid to its executive officerscovered employees to the extent that such compensation was granted, vested, or earned based on financial results that the Company is required to restate as a result of material non-compliancenoncompliance with any financial reporting requirement under federal securities laws.an officer, memberofficers, employees, and members of the Board of Directors or designated insider may not engage in short sellingshort-selling Company common stock at any time. Such individuals are also prohibited from hedgingpledging Company securities, including holding Company securities in a margin account, and from using instruments or arrangements for margin borrowing or stock lending, pledging or placing any "stop loss" orders or any other "limit order"engaging in relation to securitieshedging transactions. The prohibition on hedging transactions covers all officers, employees and members of the Company.Company'sCompany’s officers and directors with those of Generac'sGenerac’s stockholders by requiring officers and directors to establish and maintain a permanent minimum ownership position in Company stock (based on the market value of our common stock), and by limiting the ability to sell Company stock until guideline ownership levels have been achieved. In addition, the Compensation Committee believes that the investment community values stock ownership by such officers and that share ownership demonstrates a commitment to and belief in the long-term strategic direction of Generac. Accordingly, stock ownership guidelines have been established for the Company'sCompany’s officers and directors, including all the named executive officers and directors. 39 2022 Proxy Statement Position/Level Position/Level Multiple of Salary Requirement CEO CEO4.0X6.0X annual base pay Directors5.0X annual cash retainerCFO, EVP & SVP 2.0X annual base pay President/Group Vice Presidents/GM 1.0X annual base pay Company'sCompany’s equity compensation programs. Under the guidelines, no time period is specified for compliance for officers. For directors, they have five years to meet their minimum ownership requirement. The following retention ratios apply to each executive based on years of service and percentage of the guideline that has been achieved. Under the stock ownership guidelines, (i) an executive that has met 50% of the multiple of salary guideline and has less than 5five years of service has a 50% retention ratio, (ii) an executive that has met 50% of the multiple of salary guideline and has five or more years of service has a382020 Proxy StatementEXECUTIVE COMPENSATION2020,2022, all five named executive officers, including the CEO and CFO, have met their ownership guidelines. Allguidelines. Position/Level Multiple of Cash Retainer Requirement Directors 5.0X annual cash retainer for special medical, dental, insurance or disability benefits for the named executive officers beyond that offered to all employees. In addition, Generac does not offer special perquisites for any of the named executive officers.We also previously provided retirement benefits to certain named executive officers under the terms of the Generac Power Systems, Inc. Salaried, Technical & Clerical Employees Pension Plan (the "Pension Plan"). In June 2019, the Compensation Committee of the Company's Board of Directors approved a resolution to terminate the Pension Plan. After this approval, during the second quarter of 2019, the Company commenced the plan termination process. In the third quarter of 2019, the Company received regulatory approval and amended the Pension Plan to provide eligible participants the choice of a lump sum or annuity payment. The decision to terminate the Pension Plan follows the Company's decision in 2008 to freeze benefits being accrued under the previous noncontributory salaried and hourly pension plans, which were merged into one plan effective December 31, 2018. In the fourth quarter of 2019, the Company completed the termination of its Pension Plan. In connection with the Company's activities to terminate the plan, lump sum distributions were made in the fourth quarter of 2019 to individuals who elected lump sum distributions, including rolling over their accounts to the Company's 401(k) savings plan. Also in the fourth quarter of 2019, annuity contracts were purchased to settle obligations for the remaining participants.3920202022 Proxy Statement "EXECUTIVE COMPENSATION—“EXECUTIVE COMPENSATION — Compensation Discussion and Analysis"Analysis” section with our management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the "EXECUTIVE COMPENSATION—“EXECUTIVE COMPENSATION — Compensation Discussion and Analysis"Analysis” section be included in this Proxy Statement, which will behas been incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
John Bowlin
William Jenkins
Bennett Morgan John Bowlin, ChairBennett MorganWilliam JenkinsMarcia Avedon
41 2022 Proxy Statement
TABLE OF CONTENTS402020 Proxy Statement 20192017, 20182019, 2020 and 20192021 for our named executive officers. Name and principal position Year Salary
($) Bonus
($)
awards
($)(1)
awards
($)(1)
incentive plan
compensation
($)(2)
compensation
($)(3) Total
($)
Chairman, President and Chief Executive Officer 2021 989,178 — 3,330,212 1,670,075 1,497,563 32,785 7,519,812 2020 944,151 — 2,664,019 1,336,020 1,963,769 53,638 6,961,596 2019 907,233 — 1,750,009 1,750,003 1,574,172 69,521 6,050,937
Chief Financial Officer 2021 469,658 — 632,854 317,302 423,902 44,485 1,888,200 2020 447,911 — 599,537 300,624 524,306 22,650 1,895,028 2019 435,342 — 437,554 437,515 418,458 28,868 1,757,738
Chief Marketing Officer 2021 480,438 — 2,666,543 334,015 432,826 16,506 3,930,238 2020 462,075 — 666,107 334,023 541,783 10,991 2,014,979 2019 445,342 — 447,551 447,509 437,621 14,192 1,792,216
Chief Technical Officer 2021 416,425 — 489,757 245,534 324,843 9,508 1,486,066 2020 402,493 — 472,133 236,763 471,876 31,915 1,615,180 2019 387,842 — 341,338 341,252 381,391 9,150 1,460,973
Executive Vice President
Industrial — Americas 2021 391,816 — 460,869 230,910 305,507 20,769 1,409,872 2020 379,995 — 445,300 223,283 407,833 12,958 1,469,369 2019 367,929 — 323,844 323,758 353,896 8,400 1,377,827 Year Salary
($)Bonus
($)Stock
awards
($)(1)Option
awards
($)(1)Non-equity
incentive plan
compensation
($)(2)Change
in pension
value
($)All other
compensation
($)(3)Total
($)
2019
907,233
—
1,750,009
1,750,003
1,574,172
—
69,521
6,050,937
2018
862,986
—
1,680,077
1,680,002
1,627,172
—
33,482
5,883,719
2017
824,658
—
1,600,066
1,600,011
776,880
58,179
48,363
4,908,156
2019
435,342
—
437,554
437,515
418,458
—
28,868
1,757,738
2018
422,370
—
425,022
425,002
453,741
—
30,738
1,756,873
2017
408,219
—
410,026
410,012
236,160
7,883
32,995
1,505,296
2019
445,342
—
447,551
447,509
437,621
—
14,192
1,792,216
2018
432,370
—
435,026
435,006
470,072
—
8,961
1,781,435
2017
417,329
—
420,056
420,009
239,400
—
28,858
1,525,652
2019
387,842
—
341,338
341,252
381,391
—
9,150
1,460,973
2018
375,484
—
330,329
330,305
412,844
—
8,994
1,457,955
2017
364,397
—
274,502
274,514
215,208
5,794
8,100
1,142,515
2019
367,929
—
323,844
323,758
353,896
—
8,400
1,377,827
2018
355,721
—
313,303
313,263
388,493
—
46,247
1,417,027
2017
344,110
—
107,842
107,813
196,650
—
8,100
764,515 (1)20192021 represent the aggregate grant date fair value for awards of restricted stock, stock options, and performance shares and are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Subtopic 718-10.718. See Note 17 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20192021 for a discussion of the relevant assumptions used in calculating these amounts. All amounts represent potential future income calculated for financial reporting purposes; actual amounts recognized by the named executive officers may be materially different depending on, among other things, the Company'sCompany’s stock price performance and the period of service of the executive. The Stock Award amounts are composed in equal measure of restricted stock and performance shares, with the performance share portion assuming target performance by the Company during the relevant performance period. Assuming achievement of maximum performance during the relevant performance period for the performance shares, the Stock Award amounts provided would increase by a multiplier of 1.5.(2)(3)non-electivenonelective contributions of the defined contribution plan and cash payouts of unused vacation. Included in the number for Mr. Jagdfeld, Mr. Ragen and Mr. RagenWilde are $52,721,$15,385, $32,885 and $17,668,$12,154, respectively, for unused 20192021 vacation time.4120202022 Proxy Statement 201920192021 performance and equity awards granted in 2019.2021.
under non-equity
incentive plan awards(1)
under equity
incentive plan awards(2)
stock
awards:
number of
shares of
stock or
units
(#)(3)
option
awards:
number of
securities
underlying
options
(#)(4)
or base
price of
option
awards
($/sh)(5) Closing
market
price on
date
of
grant Grant
date
fair value
of stock
and
option
awards
($) Name Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Aaron Jagdfeld — 781,250 1,250,000 2,500,000 — — — — — — — — 3/1/21 — — — 2,479 4,957 9,914 — — — 1,665,106 3/1/21 — — — — — — 4,957 — — — 1,665,106 3/1/21 — — — — — — — 13,590 $ 335.91 — 1,670,075 Russell Minick — 136,406 363,750 727,500 — — ��� — — — — — — 3/1/21 — — — 496 992 1,984 — — — 333,223 3/1/21 — — — — — — 992 — — — 333,223 3/1/21(6) — — — 1,489 2,977 5,954 2,977 — — — 2,000,008 3/1/21 — — — — — — — 2,718 $ 335.91 — 334,015 York Ragen — 133,594 356,250 712,500 — — — — — — — — 3/1/21 — — — 471 942 1,884 — — — 316,427 3/1/21 — — — — — — 942 — — — 316,427 3/1/21 — — — — — — — 2,582 $ 335.91 — 317,302 Patrick Forsythe — 88,725 273,000 546,000 — — — — — — — — 3/1/21 — — — 365 729 1,458 — — — — 244,878 3/1/21 — — — — — — 729 — — — 244,878 3/1/21 — — — — — — — 1,998 $ 335.91 — 245,534 Erik Wilde — 83,444 256,750 513,500 — — — — — — — — 3/1/21 — — — 343 686 1,372 — — — 230,434 3/1/21 — — — — — — 686 — — — 230,434 3/1/21 — — — — — — — 1,879 $ 335.91 — 230,910 Possible payouts
under non-equity
incentive plan awards(1)Possible payouts
under equity
incentive plan awards(2)All other
stock
awards:
number of
shares ofAll other
option
awards:
number of
securitiesExercise
or base
price of
optionGrant date
fair value
of stock
and Grant
DateThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)stock or
units (#)(3)underlying
options (#)(4)awards
($/sh)(5)option
awards ($) — 411,750 1,029,375 2,058,750 — — — — — — — 3/1/19 — — — — 16,806 33,612 — — — 875,004 3/1/19 — — — — — — 16,806 — — 875,004 3/1/19 — — — — — — — 90,533 52.07 1,750,003
—
113,750
284,375
568,750
—
—
—
—
—
—
— 3/1/19 — — — — 4,202 8,404 — — — 218,777 3/1/19 — — — — — — 4,202 — — 218,777 3/1/19 — — — — — — — 22,634 52.07 437,515
—
116,350
290,875
581,750
—
—
—
—
—
—
— 3/1/19 — — — — 4,298 8,596 — — — 223,775 3/1/19 — — — — — — 4,298 — — 223,775 3/1/19 — — — — — — — 23,151 52.07 447,509
—
101,400
253,500
507,000
—
—
—
—
—
—
— 3/1/19 — — — — 3,278 6,556 — — — 170,669 3/1/19 — — — — — — 3,278 — — 170,669 3/1/19 — — — — — — — 17,654 52.07 341,252
—
96,200
240,500
481,000
—
—
—
—
—
—
— 3/1/19 — — — — 3,110 6,220 — — — 161,922 3/1/19 — — — — — — 3,110 — — 161,922 3/1/19 — — — — — — — 16,749 52.07 323,758 (1)20192021 Annual Incentive Plan ("AIP"(“AIP”). For additional information regarding the Annual Performance Bonus Plan, please see the Compensation Discussion and Analysis.(2)0%50% to 200% on the third anniversary of the grant date based on meeting certain Company performance goals relating to the 2019-20212021-2023 performance period.(3)(4)(5)718-10.718. See Note 17 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20192021 for a discussion of the relevant assumptions used in calculating these amounts.4220202022 Proxy Statement 2019:2021: Option awards Stock awards Name Number of
securities
underlying
unexercised
options (#)
exercisable Number of
securities
underlying
unexercised
options (#)
unexercisable
exercise
price
($)(19) Option
expiration
date Number of
shares or
units of stock
that have
not vested
(#) Market value
of shares or
units of
stock
that have
not vested
($) Equity incentive
plan awards:
number of
unearned
shares, units or
other rights
that have not
vested
(#) Equity incentive
plan awards:
market or
payout value of
unearned
shares, units or
other rights
that have not
vested
($) Aaron Jagdfeld 62,087 —(1) $ 15.94 02/24/22 — — — — 69,501 —(2) $ 29.81 03/14/23 — — — — 47,156 —(3) $ 57.63 02/28/24 — — — — 53,641 —(4) $ 49.70 02/13/25 — — — — 109,052 —(5) $ 33.23 02/18/26 — — — — 95,069 —((6) $ 40.12 03/01/27 — — — — 70,533 23,511(7) $ 43.88 03/01/28 — — — — 45,266 45,267(8) $ 52.07 03/01/29 5,602(11) 1,971,456 16,806(12) 5,914,368 9,440 28,322(9) $ 102.42 03/01/30 8,671(13) 3,051,498 13,006(14) 4,577,072 — 13,590(10) $ 335.91 03/01/31 4,957(15) 1,744,467 4,957(16) 1,744,467 York Ragen 9,335 —(2) $ 29.81 03/14/23 — — — — 13,770 —(3) $ 57.63 02/28/24 — — — — 18,357 —(4) $ 49.70 02/13/25 — — — — 29,081 —(5) $ 33.23 02/18/26 — — — — 24,362 —((6) $ 40.12 03/01/27 — — — — 17,843 5,948(7) $ 43.88 03/01/28 — — — — 11,317 11,317(8) $ 52.07 03/01/29 1,400(11) 492,688 4,202(12) 1,478,768 2,124 6,373(9) $ 102.42 03/01/30 1,951(13) 686,596 2,927(14) 1,030,070 — 2,582(10) $ 335.91 03/01/31 942(15) 331,509 942(16) 331,509 Russell Minick — 6,088(7) $ 43.88 03/01/28 — — — — — 11,576(8) $ 52.07 03/01/29 1,432(11) 503,949 4,298(12) 1,512,552 — 7,081(9) $ 102.42 03/01/30 2,168(13) 762,963 3,252(14) 1,144,444 — 2,718(10) $ 335.91 03/01/31 992(15) 349,105 992(16) 349,105 — — — — 2,977(17) 1,047,666 2,977(18) 1,047,666 Patrick Forsythe 9,733 —(5) $ 33.23 02/18/26 — — — — 12,234 — (6) $ 40.12 03/01/27 — — — — 13,867 4,623(7) $ 43.88 03/01/28 — — — — 8,827 8,827(8) $ 52.07 03/01/29 1,092(11) 384,297 3,278(12) 1,153,594 1,673 5,019(9) $ 102.42 03/01/30 1,536(13) 540,549 2,305(14) 811,176 — 1,998(10) $ 335.91 03/01/31 729(15) 256,550 729(16) 256,550 Erik Wilde — 4,384(7) $ 43.88 03/01/28 — — — — — 8,375(8) $ 52.07 03/01/29 1,036(11) 364,589 3,110(12) 1,094,471 — 4,734(9) $ 102.42 03/01/30 1,449(13) 509,932 2,174(14) 765,074 — 1,879(10) $ 335.91 03/01/31 686(15) 241,417 686(16) 241,417 Option awards Stock awards Number of
securities
underlying
unexercised
options (#)
exercisable Number of
securities
underlying
unexercised
options (#)
unexercisable Option
exercise
price ($)(16) Option
expiration
date Number of
shares or
units of stock
that have
not vested
(#) Market value
of shares or
units of stock
that have
not vested
($) Equity incentive
plan awards:
number of
unearned
shares, units or
other rights
that have not
vested (#) Equity incentive
plan awards:
market or
payout value of
unearned
shares, units or
other rights
that have not
vested ($)
62,087
—
(1)
$
15.94
02/24/22
—
—
—
— 69,501 — (2) $ 29.81 03/14/23 — — — — 47,156 — (3) $ 57.63 02/28/24 — — — — 53,641 — (4) $ 49.70 02/13/25 — — — — 81,789 27,263 (5) $ 33.23 02/18/26 — — — — 47,534 47,535 (6) $ 40.12 03/01/27 6,647 (10) 668,622 19,941 (11) 2,005,865 23,511 80,533 (7) $ 43.88 03/01/28 12,763 (12) 1,283,830 19,144 (13) 1,925,695 — 90,533 (8) $ 52.07 03/01/29 16,806 (14) 1,690,516 16,806 (15) 1,690,516
17,716
—
(1)
$
15.94
02/24/22
—
—
—
— 19,335 — (2) $ 29.81 03/14/23 — — — — 13,770 — (3) $ 57.63 02/28/24 — — — — 18,357 — (4) $ 49.70 02/13/25 — — — — 21,811 7,270 (5) $ 33.23 02/18/26 — — — — 12,181 12,181 (6) $ 40.12 03/01/27 1,702 (10) 171,204 5,110 (11) 514,015 5,947 17,844 (7) $ 43.88 03/01/28 3,228 (12) 324,705 4,843 (13) 487,157 — 22,634 (8) $ 52.07 03/01/29 4,202 (14) 422,679 4,202 (15) 422,679
—
5,521
(5)
$
33.23
02/18/26
—
—
—
— — 12,478 (6) $ 40.12 03/01/27 1,745 (10) 175,530 5,235 (11) 526,589 — 18,264 (7) $ 43.88 03/01/28 3,304 (12) 332,349 4,957 (13) 498,625 — 23,151 (8) $ 52.07 03/01/29 4,298 (14) 432,336 4,298 (15) 432,336
10,446
—
(9)
$
28.36
08/10/25
—
—
—
— 4,867 4,866 (5) $ 33.23 02/18/26 — — — — 4,078 8,156 (6) $ 40.12 03/01/27 1,139 (10) 114,572 3,421 (11) 344,118 4,622 13,868 (7) $ 43.88 03/01/28 2,509 (12) 252,380 3,764 (13) 378,621 — 17,654 (8) $ 52.07 03/01/29 3,278 (14) 329,734 3,278 (15) 329,734
—
3,203
(6)
$
40.12
03/01/27
448
(10)
45,064
1,344
(11)
135,193 — 13,152 (7) $ 43.88 03/01/28 2,380 (12) 239,404 3,570 (13) 359,106 — 16,749 (8) $ 52.07 03/01/29 3,110 (14) 312,835 3,110 (15) 312,835 (1)vestvested in 25% increments on each of the first through fourth anniversaries of the date of grant.(2)vestvested in 25% increments on each of the first through fourth anniversaries of the date of grant.(3)vestvested in 25% increments on each of the first through fourth anniversaries of the date of grant. 45 2022 Proxy Statement (4)vestvested in 25% increments on each of the first through fourth anniversaries of the date of grant.(5)vestvested in 25% increments on each of the first through fourth anniversaries of the date of grant.(6)vestvested in 25% increments on each of the first through fourth anniversaries of the date of grant.(7)(8)(9)August 10, 2015,March 1, 2020, and vest in 25% increments on each of the first through fourth anniversaries of the date of grant.
(10)432020 Proxy Statement(10)Represents an award of restricted stockThese options were granted on March 1, 2017,2021, and vestsvest in equal installments25% increments on each of the first through third yearfourth anniversaries of the grant date.(11)Represents an awarddate of restricted stock with performance features granted March 1, 2017, which vests from 0% to 200% on the third anniversary of the grant date based on meeting certain Company performance goals relating to 2017-2019 fiscal years.grant.(12)Represents an award of restricted stock granted March 1, 2018, and vests in equal installments on each of the first through third year anniversaries of the grant date.(13)Represents an award of restricted stock with performance features granted March 1, 2018, which vests from 0% to 200% on the third anniversary of the grant date based on meeting certain Company performance goals relating to 2018-2020 fiscal years.(14)(15)Company'sCompany’s June 2012 $6.00/share special dividend and June 2013 $5.00/share special dividend, our Board of Directors reduced the exercise prices of options granted prior to the dividend dates by the amount of the dividend in accordance with the applicable Plan provisions. The exercise price reported in this table represents the exercise price after adjusting for such dividend. 46 2022 Proxy Statement 201920192021 for our named executive officers: Option Exercises and Stock Vested in 2021 Option awards Stock awards Name Number of
shares
acquired on
exercise (#) Value
realized
on exercise
($)
shares acquired on
vesting
(#)(1) Value
realized
on vesting
($) Aaron Jagdfeld — — 54,607 18,343,037 York Ragen 10,000 4,141,500 13,676 4,593,905 Russell Minick 20,475 5,687,239 14,082 4,730,285 Patrick Forsythe — — 10,644 3,575,426 Erik Wilde 11,750 3,219.940 10,092 3,390,004 Option Exercises and Stock Vested in 2019 Option awards Stock awards Number of
shares
acquired on
exercise (#) Value
realized
on exercise
($) Number of
shares
acquired on
vesting
(#)(1) Value
realized
on vesting
($) — — 41,931 2,186,373 — — 11,027 574,984 35,237 434,682 9,252 482,361 — — 7,555 393,929 7,587 223,000 4,036 254,689 (1)27,429, 7,618, 6,374, 5,17729,935, 7,807, 7,623, 6,164 and 2,5865,463 for Mr. Jagdfeld, Mr. Ragen, Mr. Minick, Mr. Forsythe and Mr. Wilde, respectively.In June 2019, the Compensation Committee of the Company's Board of Directors approved a resolution to terminate the Company's defined benefit pension plan (the "Pension Plan"). After this approval, during the second quarter of 2019, the Company commenced the plan termination process. In the third quarter of 2019, the Company received regulatory approval and amended the Pension Plan to provide eligible participants the choice of a lump sum or annuity payment. The decision to terminate the Pension Plan follows the Company's decision in 2008 to freeze benefits being accrued under the previous noncontributory salaried and hourly pension plans, which were merged into one plan effective December 31, 2018.In the fourth quarter of 2019, the Company completed the termination of its Pension Plan. In connection with the Company's activities to terminate the plan, lump sum distributions were442020 Proxy Statementmade in the fourth quarter of 2019 to individuals who elected lump sum distributions, including rolling over their accounts to the Company's 401(k) savings plan. Also in the fourth quarter of 2019, annuity contracts were purchased to settle obligations for the remaining participants.providesprovided for a three-year initial term and renews annuallyannual renewal thereafter. The first annual renewal occurred on November 5, 2021. In the event of a Change in Control as defined in the Company'sCompany’s Executive Change in Control Policy, the current expiration of Mr. Jagdfeld'sJagdfeld’s term would be extended by 24 months from the date of the Change in Control.Jagdfeld'sJagdfeld’s employment is terminated by us without Cause or by the executive for Good Reason, we are obligated to provide severance benefits.executive's:executive’s: (a) willful and continued failure to substantially perform his or her duties; (b) gross negligence or willful misconduct in the performance of his or her duties; (c) commission of fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or a material act of dishonesty against us; (d) gross negligence or willful misconduct deemed a material violation of Company policypolicy; (e) indictment for a felony; or (f) drug addiction or habitual intoxication that adversely effects his or her performance or the reputation or best interests of the Company.Jagdfeld'sJagdfeld’s employment agreement, Good Reason is defined as: (a) a reduction in excess of 5% of the executive'sexecutive’s base salary or target bonus opportunity, excluding across the board reductions affecting all senior executives; (b) a material reduction of the executive'sexecutive’s duties or responsibilities; (c) a failure of the Company to make available to the executive the type of employee benefits which are available to the executive as of November 5, 2018; (d) a requirement by us that the executive be based in an office that is 50 miles or more from his principal place of employment as of November 5, 2018; and (e) a material breach of any material term or condition of the employment agreement by us that has not been cured within 20 days after written notice has been given. 47 2022 Proxy Statement executive'sexecutive’s execution and effectiveness of a release of claims in the form attached to the employment agreement, and the executive'sexecutive’s continued compliance with a Restrictive Covenant Agreement (as defined herein).Jagdfeld'sJagdfeld’s employment for Cause, or if he terminates his employment without Good Reason, he is entitled only to the obligations already accrued under his employment agreement and his outstanding equity award agreements. If we terminate Mr. Jagdfeld'sJagdfeld’s employment without Cause or if he terminates his employment for Good Reason, he is entitled to (1) any accrued but unpaid base salary and vacation pay through the Termination Date (as defined in his employment agreement), payable within thirty days following such Termination Date, (2) any earned annual bonus for the fiscal year during which the Termination Date occurred (and the annual bonus for the prior fiscal year, if earned but not yet paid), payable in accordance with our usual bonus payment schedule, (3) continued participation for him and his spouse and dependents in our medical, hospitalization, dental and life insurance programs for a period of 24 months at our expense commencing on the Termination Date, and he would be entitled to full COBRA rights following the termination of such benefits, and (4) acceleration of certain outstanding equity awards, in accordance with the terms of his award agreements. In addition, Mr. Jagdfeld would be entitled to continued payment of his base salary for a period of 24 months commencing on the Termination Date, payable in accordance with our standard payroll practices, and payments equal to 200% of his452020 Proxy StatementJagdfeld'sJagdfeld’s employment agreement without Cause on December 31, 20192021 or if he terminated his employment agreement for Good Reason:Reason on December 31, 2021: Executive Severance
Period Salary Target Bonus Benefits
Accelerated
Equity(1) Total
Severance Aaron Jagdfeld 24 months $ 2,000,000 $ 5,000,000 $ 28,417 $ 44,414,580 $ 51,442,997 Severance
Period Salary Target Bonus Benefits Value of
Accelerated
Equity(1) Total
Severance 24 months $ 1,830,000 $ 2,058,750 $ 25,619 $ 17,310,390 $ 21,224,759 (1)participant'sparticipant’s employment is terminated without cause, the participant'sparticipant’s outstanding restricted stock and stock options shall vest as of the date of such termination of employment. In the case of the outstanding restricted stock awards, the equity value represents the value of the shares (determined by multiplying the closing price of $100.52$351.92 per share on December 31, 20192021 by the number of unvested shares of restricted stock that would vest upon termination of employment). In the case of option awards, the equity value was determined by multiplying (i) the spread between the exercise price and the closing price of $100.52$351.92 per share on December 31, 20192021 and (ii) the number of unvested option shares that would vest following termination.Jagdfeld'sJagdfeld’s employment agreement, we entered into a confidentiality, non-competition and intellectual property agreement ("(“Restrictive Covenant Agreement"Agreement”) with Mr. Jagdfeld. Pursuant to the Restrictive Covenant Agreement, Mr. Jagdfeld has agreed to maintain Confidential Information (as defined in the Restrictive Covenant Agreement) in confidence and secrecy and has agreed not to compete with us or solicit any of our employees during his employment and for a period of 24 months following his termination. 48 2022 Proxy Statement non-competenoncompete agreements. Our salary and bonus arrangements with Messrs. Ragen, Minick, Forsythe, and Wilde are described under "Compensation“Compensation Discussion and Analysis—2019Analysis — 2021 Executive Compensation Program Decisions."("(“CIC Policy"Policy”) applicable to all executive officers, excluding the CEO. Effective with this adoption, all previous Change in Control Severance Agreements between the Company and Messrs. Ragen, Minick, Forsythe, and Wilde were terminated. Additional detail regarding the CIC Policy is included below, and all capitalized terms used therein are as defined in the CIC Policy unless otherwise noted."Person"“Person”) of beneficial ownership (within the meaning of Rule 13d-313d3 promulgated under the Exchange Act) of more than 50% of either (i) the then-outstandingthen outstanding shares of common stock of the Company (the "Outstanding“Outstanding Company Common Stock"Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding“Outstanding Company Voting462020 Proxy StatementSecurities" Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (c) of this definition; (b) the cessation for any reason of individuals who, as of November 5, 2018, constitute the Board (the "Incumbent Board"“Incumbent Board”) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company'sCompany’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"“Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company'sCompany’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least 49 2022 Proxy Statement Executive'sExecutive’s willful and continued failure to perform substantially his or her duties owed to the Employer (other than such failure resulting from a Disability) after a written demand for substantial performance is delivered to the Executive specifically identifying the nature of such unacceptable performance and is not cured by the Executive within a reasonable period, not to exceed 30 days; (b) An Executive is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude; (c) An Executive has engaged in conduct that constitutes gross negligence or willful misconduct in the performance of his or her employment duties and/or deemed a material violation of a Company policy; (d) An Executive commits fraud, embezzlement, misappropriation of funds, breach of fiduciary duty, or a material act of dishonesty against the Company; (e) An Executive'sExecutive’s drug addiction, habitual intoxication, or violation of the Company'sCompany’s Code of Ethics and Business Conduct and/or Supplemental Code of Ethics and Business Conduct adversely affects Executive'sExecutive’s job performance and duties, or the reputation or best interests of the Company; or (f) An Executive'sExecutive’s breach of any representation, warranty or covenant under this Policy, an award agreement, an employment agreement or other agreement or arrangement with an Employer. However, an act or omission by an Executive shall not be "willful"“willful” if conducted in good faith and with the Executive'sExecutive’s reasonable belief that such conduct is in the best interests of the Employer.472020 Proxy StatementExecutive'sExecutive’s Base Salary or target annual bonus opportunity under the Company'sCompany’s Annual Performance Bonus Plan or other similar annual bonus plan of the Company or any other Employer is reduced in excess of 5%, excluding across the board reductions affecting all executive officers of the Company; (b) An Executive'sExecutive’s duties or responsibilities are negatively and materially changed in a manner inconsistent with the Executive'sExecutive’s position (including status, offices, titles, and reporting responsibilities) or authority; or (c) The Company requires an Executive'sExecutive’s principal office to be relocated more than 50 miles from its location as of the date immediate preceding a Change in Control. However, Good Reason shall not exist unless the Executive provides the Board not less than 30 nor more than 90 days'days’ written notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds, and the Company fails to cure such grounds within the prescribed time period. Such notice shall be given within 90 days following the initial existence of such grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective.and (iii) a lump sum payment in the aggregate amount equal to the sum of the Executive'sExecutive’s Base Salary and the Executive'sExecutive’s target annual bonus for the year during which the Qualifying Termination occurred, multiplied by two (2) (collectively, "CIC“CIC Severance Pay"Pay”); and (iv) continued participation for the Executive and his or her spouse and dependents in the Employer'sEmployer’s medical, hospitalization, dental, and life insurance programs in which Executive participated immediately prior to the Qualifying Termination date for a period of twenty-four (24) months following such date (the "Continued Benefits"“Continued Benefits”), and Executive and his or her eligible spouse and dependents shall be entitled to full 50 2022 Proxy Statement "target"“target” performance level (i.e., 100% payout). Minick, Forsythe, and Wilde without Cause or if they terminated their employment for Good Reason on December 31, 20192021 and such date was within a Protection Period, they would have been entitled to the amounts set forth in the following table: Executive Change in
Control
Severance
Period Salary Target
Bonus Benefits
Accelerated
Equity(1) Total
Severance York Ragen 24 months $ 950,000 $ 1,425,000 $ 27,651 $ 10,643,891 $ 13,046,542 Russell Minick 24 months $ 970,000 $ 1,455,000 $ 16,856 $ 11,164,628 $ 13,606,484 Patrick Forsythe 24 months $ 840,000 $ 1,092,000 $ 20,526 $ 8,316,432 $ 10,268,958 Erik Wilde 24 months $ 790,000 $ 1,027,000 $ 31,042 $ 7,873,903 $ 9,721,945 Change in
Control
Severance
Period Salary Target
Bonus Benefits Value of
Accelerated
Equity(1) Total
Severance 24 months $ 875,000 $ 1,137,500 $ 28,031 $ 4,396,021 $ 6,436,552 24 months $ 895,000 $ 1,163,500 $ 25,144 $ 4,369,920 $ 6,453,564 24 months $ 780,000 $ 1,014,000 $ 18,532 $ 3,270,679 $ 5,083,211 24 months $ 740,000 $ 962,000 $ 28,106 $ 2,453,862 $ 4,183,968 (1)Executive'sExecutive’s employment is terminated by the Company without Cause (or by the Executive for Good Reason),482020 Proxy StatementExecutive'sExecutive’s outstanding restricted stock, stock options, and performance shares shall vest as of the date of such termination of employment. In the case of the outstanding restricted stock and performance share awards, the equity value represents the value of the shares (determined by multiplying the closing price of $100.52$351.92 per share on December 31, 20192021 by the number of unvested shares of restricted stock and performance shares that would vest upon termination of employment, with the number of performance shares calculated at target achievement, and in accordance with the applicable award agreements). In the case of option awards, the equity value was determined by multiplying (i) the spread between the exercise price and the closing price of $100.52$351.92 per share on December 31, 20192021 and (ii) the number of unvested option shares that would vest following terminationExecutive'sExecutive’s execution and the effectiveness of a release of claims, as well as continued compliance with the nondisclosure and noncompete agreement between each Executive and the Company.4920202022 Proxy Statement 2019Company'sCompany’s Non-Employee Director Compensation Policy, as amended. The following table shows compensation information for 20192021 for our Board of Directors. Name
($)(1)
($)(2) Total
($) Marcia Avedon — 215,744 215,744 John Bowlin 105,000 125,154 230,154 Robert Dixon 102,500 125,154 227,654 William Jenkins 45,000 170,342 215,342 Andrew Lampereur — 235,862 235,862 Bennett Morgan — 240,761 240,761 David Ramon 90,000 125,154 215,154 Kathryn Roedel 90,000 125,154 215,154 Dominick Zarcone — 215,744 215,744 Fees earned
($)(2)Stock awards
($)(1)Total
($)
—
205,856
205,856
80,000
115,038
195,038
90,000
115,038
205,038
—
68,633
68,633
—
220,108
220,108
—
215,064
215,064
80,000
115,038
195,038
40,000
155,119
195,119
40,000
155,010
195,010
—
20,054
20,054 (1)718-10.718. See Note 17 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20192021 for a discussion of the relevant assumptions used in calculating these amounts.(2)Once directors have met their minimum stock ownership requirement, they may elect to receive their annual stock grant in cash.(3)Todd Adams resigned from the Board of Directors on May 1, 2019.(4)Marcia Avedon was elected to the Board of Directors on December 1, 2019.2019,2021, each individual who served as an outsidea non-employee director during 20192021 had outstanding the following number of stock awards, all of which consist of Deferred Stock Units502020 Proxy Statement2019 DIRECTOR COMPENSATIONCompany'sCompany’s Deferred Stock Unit Plan for Non-Employee Directors, effective April 1, 2017: Name Name Stock awards
(#) David A. RamonMarcia Avedon 1,947 Robert Dixon5,904Bennett Morgan8,095 Andrew Lampereur10,797Kathryn Roedel7,320 William Jenkins1,417Dominick Zarcone6,661 — John Bowlin — Robert Dixon 7,642 William Jenkins 1,417 Andrew Lampereur 13,674 Bennett Morgan 11,023 David Ramon 3,685 Kathryn Roedel 9,058 Dominick Zarcone 9,330 52 2022 Proxy Statement 2019,2021, the fee paid to the ChairmanChair of the Audit Committee was $5,000 per quarter, while the fee paid to the ChairmanChair of the Compensation Committee was $3,750, and the fee paid to the ChairmanChair of the Nominating and Corporate Governance Committee was $2,500$3,125 per quarter. The fee paid to the Lead Director was $6,250 per quarter. Our non-employee directors are reimbursed for out-of-pocket expenses incurred in connection with rendering board services.June 2019,September 2021, the Compensation Committee reviewed a competitive assessment of its non-employee director compensation program with the assistance of Willis Towers Watson. Based on that assessment, various compensation elements were increased effective AprilJanuary 1, 2019,2022, including the annual retainer, the annual equity grant, and the additional retainer for the ChairmanChair of the Compensation Committee as shown in the table below. Prior to
January 1, 2022 As of
January 1, 2022 Board Compensation Annual Retainer $ 90,000 $ 90,000 Annual Equity Grant $ 125,000 $ 135,000 Additional Board Leadership Retainers Lead Director $ 25,000 $ 30,000 Audit Committee Chair $ 20,000 $ 25,000 Compensation Committee Chair $ 15,000 $ 20,000 Nominating & Corporate Governance Committee Chair $ 12,500 $ 15,000 Prior to
April 1, 2019 As of
April 1, 2019
$ 70,000 $ 80,000 $ 100,000 $ 115,000 $ 25,000 $ 25,000 $ 20,000 $ 20,000 $ 10,000 $ 15,000 $ 10,000 $ 10,000 512020 Proxy Statement2019 DIRECTOR COMPENSATION Since there have been no changesCompany's employee population or employee compensation arrangements thatSEC rules, we believe would significantly impact the pay ratio disclosure, we have chosen to useused the same median employee for the 20192021 pay ratio disclosure that we used for the 20172020 disclosure.20172020 using a multistep process that is permitted undermulti-step process. We used payroll data to examine the SEC rules. We first examined the annual cash compensation paid to each employee during 2017, which we gathered from payroll data. The total number of employees was 4,145, which included all full-time, part-time, and seasonal employees. We then examined the 2017 annualized base salaries for all individuals who were employed by us as of November 1, 2017.30, 2020. The total number of employees was 6,546, which included all full-time, part-time, and seasonal employees. After examining annual cash compensation paid to each employee, we selected the median employee. For purposes of reporting annual total compensation and the 2021 ratio of annual total compensation of the CEO to the median employee, both the CEO and median employee'semployee’s annual total compensation were calculated consistent with the disclosure requirement of executive compensation under the Summary Compensation Table ("SCT"(“SCT”). Consistent with last year's calculation, in 2019,prior years and to present a holistic view of total compensation, we elected to include the value of health and welfare benefits in the annual total compensation of both our CEO and our median employee. The results of the 2021 ratio calculation are as follows:$60,317$65,543•$6,062,990$7,533,481•101:115:1 53 2022 Proxy Statement Plan Category Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and rights
(a) Weighted average
exercise price of
outstanding
options,
warrants and rights
(b) Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in column (a))
(c) Equity compensation plans
approved by security holders 1,524,134 $ 64.29 2,165,626
approved by security holders(1) — — — Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and rights
(a)Weighted-average
exercise price of
outstanding
options,
warrants and rights
(b)Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in column (a))
(c)
1,814,355
$42.04
2,601,309
—
—
— (1)5220202022 Proxy Statement Company'sCompany’s related person transaction policy, in the course of its review and approval or ratification of a related party transaction, the Audit Committee will consider:person'sperson’s interest in the transaction;•••20192021 and no such transactions are currently proposed.5320202022 Proxy Statement 2020. The Board of Directors unanimously recommends a voteFOR ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. 2019, 2018,2021, 2020, and 20172019 and currently serves as our independent registered public accounting firm. The following table presents fees paid for the audit of our annual consolidated financial statements and all other professional services for each of the last two years: For the Years Ended
December 31, 2021 2020 Audit Fees $ 1,727,000 $ 1,520,000 Audit related fees $ 103,000 $ 118,000 Tax fees $ 825,000 $ 548,000 All other fees $ 3,000 $ 3,000 Total Fees $ 2,658,000 $ 2,189,000 For the Years Ended
December 31, 2019 2018
$
1,599,000
$
1,267,000
$
198,000
$
114,000
$
550,000
$
363,000
$
3,000
$
33,000
$
2,350,000
$
1,777,000 pre-approvedpreapproved by the Audit Committee. The Audit Committee has considered whether the provision of the above-notedabove noted services is compatible with maintaining the independence of the independent registered public accounting firm and has determined, based on advice from Deloitte & Touche and management, that the provision of such services has not adversely affected Deloitte & Touche'sTouche’s independence.5420202022 Proxy Statement 20192021 Annual Meeting of Stockholders, we provided our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement for the 20192021 Annual Meeting, and our stockholders overwhelmingly approved the proposal, with more than 95%nearly 94% of the votes cast in favor. At the 2017 Annual Meeting, we asked our stockholders to indicate if we should hold an advisory vote on the compensation of our named executive officers every one, two, or three years, with our Board recommending an annual advisory vote. Because our Board views it as a good corporate governance practice, and because at our 2017 Annual Meeting more than 90% of the votes cast were in favor of an annual advisory vote, we again are asking our stockholders to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC'sSEC’s rules."Compensation“Compensation Discussion and Analysis"Analysis” section of this proxy statement, we believe that our executive compensation program enables us to attract, retain, and motivate a high-performance executive management team that improves our fundamental financial performance and provides value to the long-term interests of Generac and its stockholders."“RESOLVED, that the stockholders hereby approve the compensation of Generac'sGenerac’s named executive officers, as described in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission." The Board of Directors unanimously recommends a vote "“FOR"” approval of this proposal. 57 2022 Proxy Statement Company'sCompany’s financial statements and financial reporting process and the Company'sCompany’s systems of internal accounting and financial controls; (ii) the performance of the internal audit services function; (iii) the annual independent audits of the Company'sCompany’s financial statements and management'smanagement’s report regarding the effectiveness of the Company'sCompany’s system of internal control over financial reporting, the engagement of the independent auditors and the evaluation of the independent auditors'auditors’ qualifications, independence and performance; (iv) the compliance by the Company with legal and regulatory requirements, including the Company'sCompany’s disclosure controls and procedures; (v) the evaluation of enterprise risk issues; and (vi) the fulfillment of the other responsibilities set out in the committee'sAudit Committee’s charter. The Audit Committee has the responsibility for the engagement and retention of the Company'sCompany’s independent registered public accounting firm and the approval of all audit and other engagement fees.Company'sCompany’s financial statements are complete and accurate or in accordance with generally accepted accounting principles. The Company'sCompany’s management is primarily responsible for its financial statements and the quality and integrity of the reporting process. The independent registered public accounting firm Deloitte & Touche LLP ("(“Deloitte & Touche"Touche”) is responsible for auditing those financial statements with accounting principles generally accepted in the United States of America.2019, management's2021, management’s report of the effectiveness of the Company'sCompany’s system of internal control over financial reporting, and Deloitte & Touche'sTouche’s report of the effectiveness of the Company'sCompany’s system of internal control over financial reporting with the Company'sCompany’s management and representatives of the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm'sfirm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.Company'sCompany’s internal control over financial reporting and Deloitte & Touche'sTouche’s report thereon, the discussions referred to above and the receipt of the written disclosures referred to above, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2019,2021, for filing with the SEC.20, 2020.18, 2022.
Robert Dixon
David Ramon
Kathryn Roedel
Dominick Zarcone Andrew Lampereur, ChairDavid RamonRobert DixonDominick Zarcone
58 2022 Proxy Statement 20212023 annual meeting of stockholders pursuant to Rule 14a-814a8 under the Exchange Act must be received by us at S45 W29290 Hwy. 59, Waukesha, WI 53189, attention of Raj Kanuru, Executive Vice President, General Counsel, and Secretary, no later than December 30, 2020,2022, unless the date of our 20212023 annual meeting is more than 30 days before or after June 18, 2021,16, 2023, in which case the deadline will be a reasonable time before we begin to print and mail our proxy materials. Any stockholder proposal submitted for inclusion must be eligible for inclusion in our proxy statement in accordance with the rules and regulations promulgated by the SEC.20212023 annual meeting of stockholders, timely notice of any stockholder proposal must be received by us in accordance with our Bylaws no later than the close of business on March 20, 202118, 2023 nor earlier than the close of business on February 18, 2021,16, 2023, unless the date of our 20212023 annual meeting is more than 30 days before or 60 days after June 18, 2021,16, 2023, in which case notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. The notice must contain the information required by our Bylaws. Any proxies solicited by the Board of Directors for the 20212023 annual meeting may confer discretionary authority to vote on any proposals for which notice is not timely received. By Order of the Board of Directors,
59
2022 Proxy Statement Raj KanuruExecutive Vice President, General Counsel, and Secretary18, 2020,16, 2022, at 9:00 a.m. local time, at Generac's head quartersGenerac’s headquarters located at S45 W29290 Hwy.Highway 59 Waukesha, Wisconsin 53189, and any postponement or adjournment thereof.threefour nominees named herein as Class III directors, to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm, and to vote on an advisory, non-binding "say-on-pay"nonbinding “say-on-pay” resolution to approve the compensation of our executive officers. See "PROPOSAL“PROPOSAL 1 — ELECTION OF CLASS II DIRECTORS"I DIRECTORS”, "PROPOSAL“PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,"” and "PROPOSAL“PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION."” The Board of Directors does not know of any matters to be brought before the meeting other than as set forth in the notice of meeting. If any other matters properly come before the meeting, the persons named in the enclosed form of proxy or their substitutes will vote in accordance with their best judgment on such matters.62,678,86463,935,242 shares of common stock outstanding and entitled to vote at the annual meeting, with each share entitled to one vote."street“street name,"” you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee as of the close of business on April 20, 2020,18, 2022, along with a form of personal photo identification. Alternatively, you may contact the broker, bank or other nominee in whose name your shares of common stock are registered and obtain a legal proxy to bring to the meeting. Audio or visual recording of any portion of the annual meeting is not permitted. No cameras, recording equipment, large bags, briefcases or packages will be allowed in the meeting or adjacent areas. All other items may be subject to search.5820202022 Proxy Statement -19,19, and updated Guidance issued by the SEC on April 7, 2020 concerning Delays in Printing and Mailing of Full Set of Proxy Materials, we are mailing only a Notice of Internet Availability to all shareholders. The Notice of Internet Availability includes information on where to view all proxy materials online, as well as voting instructions. These materials have been made available to you on the internet because our Board of Directors is soliciting your proxy to vote your shares at the annual meeting and any postponement or adjournment thereof. This proxy statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares. If you own our common stock in more than one account, such as individually and also jointly with your spouse, you may receive more than one Notice of Internet Availability relating to these proxy materials. To assist us in saving money and to serve you more efficiently, we encourage you to have all your accounts registered in the same name and address by contacting our transfer agent:
P.O. Box 43078
Providence, RI 02940-3078
United States of America
Computershare, Inc.
250 Royall Street
Canton, MA 02021
United States of America
Fax: (312) 601-2312SEC'sSEC’s rules permit us to deliver a single Notice of Internet Availability or set of annual meeting materials to one address shared by two or more of our stockholders. This delivery method is referred to as "householding"“householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice of Internet Availability to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate Notice of Internet Availability to any stockholder at the shared address to which a single copy of the Notice of Internet Availability was delivered. If you are a record holder and if you prefer to receive separate copies of the proxy materials, or if you currently receive multiple copies and prefer to receive a single copy, please contact Raj Kanuru, Executive Vice President, General Counsel, and Secretary, Generac Holdings Inc., S45 W29290 Hwy.Highway 59, Waukesha, Wisconsin 53189, or by telephone at (262) 544-4811. 61 2022 Proxy Statement
•592020 Proxy StatementINFORMATION CONCERNING SOLICITATION AND VOTING•••stockholders'stockholders’ instructions have been recorded properly. A control number, located on the Notice of Internet Availability or proxy card, will identify stockholders and allow them to submit their proxies and confirm that their voting instructions have been properly recorded. Costs associated with electronic access, such as usage charges from internet access providers and telephone companies, must be borne by the stockholder. If you submit your proxy by internet or telephone, it will not be necessary to return a proxy card for your vote to be counted.20202022 annual meeting for which we did not receive adequate notice under the proxy rules promulgated by the SEC.Company'sCompany’s Secretary at our address set forth herein, by executing and delivering a later-dated proxy (either in writing, by telephone or via the internet) or by voting in person at the meeting. Attendance at the meeting will not, in and of itself, constitute revocation of a proxy.6020202022 Proxy Statement III Directors. Under our Amended and Restated Bylaws (the "“BylawsBylaws"”), the affirmative vote of a plurality of shares of common stock voting on this matter at the annual meeting is required to elect each nominee named herein as a director. Consequently, only shares that are voted in favor of a particular nominee will be counted toward such nominee'snominee’s achievement of a plurality. Notwithstanding the foregoing, if a nominee for Director receives more "withheld" or "against"“against” votes for his or her election than votes "for"“for” his or her election in an uncontested election at a meeting of stockholders, without regard for abstentions, the Director shall, in accordance with and subject to our Corporate Governance Guidelines and Principles, promptly tender his or her resignation to the Board.2020,2022, will be approved if it receives the affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote."Say-on-Pay"“Say-on-Pay” Resolution Regarding Executive Compensation. Proposal 3, relating to the non-binding resolution to approve our executive compensation, will be approved if it receives the affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote.non-discretionarynondiscretionary item, including the election of the nominees named herein as directors, the shares will be treated as "broker“broker non-votes."” We believe that the ratification of the appointment of Deloitte & Touche LLP (Proposal 2) is a routine matter on which brokers will generally be permitted to vote any unvoted shares in their discretion. We believe that election of the threefour nominees named herein as Class III directors (Proposal 1) and the advisory, non-binding "say-on-pay"“say-on-pay” resolution (Proposal 3) are non-routine matters on which brokers will not be permitted to vote any unvoted shares. "Broker non-votes"“Broker non-votes” will be included in determining the presence of a quorum at the annual meeting, but will have no effect on the outcome of any proposal.6120202022 Proxy Statement 2019,2021 will attend the annual meeting, will have an opportunity to make a statement if such representative desires to do so, and will be available to respond to appropriate questions.2019,2021, is being furnished to stockholders concurrently herewith. You also may obtain a copy of our Annual Report on Form 10-K for the year ended December 31, 20192021 that was filed with the SEC, without charge, by writing to Generac Holdings Inc., Attn: Investor Relations, S45 W29290 Hwy. 59, Waukesha, Wisconsin 53189. These materials will also be available without charge at "Investor Relations"“Investor Relations” on our website at www.generac.com.www.generac.com.Raj Kanuru
Executive Vice President, General Counsel, and Secretary6220202022 Proxy Statement MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 received by 1:00am, (Central Time), on June 18, 2020. Online GIof ntoo welwewct.reonnviicsivoontrienpgo, rts.com/GNRC delete QR code and control # or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/GNRC![[MISSING IMAGE: tm223434d1-px_01votebw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-px_01votebw.jpg)
q2022 Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q +A Proposals — The Board of Directors recommend a vote FOR all the nominees listed in A Proposal 1 and FOR Proposals 2 and 3. 1. Election of Class III Directors: 01 — John D. Bowlin 04 — Nam T. Nguyen For WithholdAgainst Abstain 02 — Aaron P. Jagdfeld 03 — Andrew G. Lampereur For WithholdAgainst Abstain For Withhold 01 - Marcia J. Avedon 02 - Bennett J. Morgan 03 - Dominick P. Zarcone ForAgainst Abstain ForAgainstAgainst Abstain 2. Proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year endingended December 31, 2020.2022. For Against Abstain 3. Advisory vote on the non-binding “say-on-pay” resolution to approve the compensation of our executive officers. For Against Abstain B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMM C 1234567890 J N T 4 6 3 5 9 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X 4 0393WB MMMMMMMMM B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below A Proposals — The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3. 2020 Annual Meeting Proxy Card1234 5678 9012 345
2020 Annual Meeting Admission Ticket 2020 Annual Meeting of the Stockholders of Generac Holdings Inc. June 18, 2020, 9:00am CT Generac corporate headquarters S45 W29290 Hwy. 59, Waukesha, WI 53189 Upon arrival, please present this admission ticket and photo identification at the registration desk. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.envisionreports.com/GNRC q ![[MISSING IMAGE: tm223434d1-px_02votebw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-px_02votebw.jpg)
q +Proxy — Generac Holdings Inc. Notice of 20202022 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — June 18, 202016, 2022 York A. Ragen, Chief Financial Officer of Generac Holdings Inc., and Raj Kanuru, Executive Vice President, General Counsel and Secretary of Generac Holdings Inc., or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Generac Holdings Inc. to be held on June 18, 202016, 2022 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Change![[MISSING IMAGE: tm223434d1-px_01meetbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-px_01meetbw.jpg)
Addressmailing this card. Votes submitted electronically must be received by 1:00am, (Central Time), on June 16, 2022. Online Go to www.envisionreports.com/GNRC or scan the QR code — Please print new addresslogin details are located in the shaded bar below. Comments — Please print your comments below. + C Non-Voting Items Proxy — Generac Holdings Inc. Small steps make an impact. HelpPhone Call toll free 1-800-652-VOTE (8683) within the environment by consenting to receiveUSA, US territories and Canada Save paper, time and money! Sign up for electronic delivery sign up at www.envisionreports.com/GNRC
MMMMMMMMMMMM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q2022 Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. ElectionA Proposals — The Board of Class II Directors:Directors recommend a vote FOR all the nominees listed in A Proposal 1 and FOR Proposals 2 and 3. 01 — John D. Bowlin 04 — Nam T. Nguyen For WithholdAgainst Abstain 02 — Aaron P. Jagdfeld 03 — Andrew G. Lampereur For WithholdAgainst Abstain For Withhold 01 - Marcia J. Avedon 02 - Bennett J. Morgan 03 - Dominick P. Zarcone ForAgainst Abstain ForAgainstAgainst Abstain 2. Proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year endingended December 31, 2020.2022. For Against Abstain 3. Advisory vote on the non-binding “say-on-pay” resolution to approve the compensation of our executive officers. For Against Abstain B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 4 4 6 3 5 9 0393XB MMMMMMMMM2 B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below A Proposals — The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3. 2020M 03LZDC![[MISSING IMAGE: tm223434d1-px_02meetbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-053575/tm223434d1-px_02meetbw.jpg)
Proxy Card
qAdmission Ticket 2022 Annual Meeting of the Stockholders of Generac Holdings Inc. June 16, 2022, 9:00am CT Generac corporate headquarters S45 W29290 Hwy. 59, Waukesha, WI 53189 Upon arrival, please present this admission ticket and photo identification at the registration desk. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.envisionreports.com/GNRC Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/GNRC IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qProxy — Generac Holdings Inc. Notice of 20202022 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — June 18, 202016, 2022 York A. Ragen, Chief Financial Officer of Generac Holdings Inc., and Raj Kanuru, Executive Vice President, General Counsel and Secretary of Generac Holdings Inc., or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Generac Holdings Inc. to be held on June 18, 202016, 2022 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) ProxyC Non-Voting Items Change of Address — Generac Holdings Inc.
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