NOTICE OF ANNUAL MEETING

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Patrick Industries, Inc., an Indiana corporation, will be held at the Company’s corporate office, 107 West Franklin Street, Elkhart, Indiana, on Wednesday, May 18, 2016 at 10:00 A.M., Eastern Time, for the following purposes:

The Board of Directors has fixed the close of business on March 24, 2016 as the record date for the determination of the holders of shares of our outstanding common stock entitled to notice of and to vote at the Annual Meeting of Shareholders. Each shareholder is entitled to one vote per share on all matters to be voted on at the meeting.

Your vote is important.VOTING: Whether or not you expect to attend the virtual meeting, please vote your shares using the Internet, by telephone or by mail by signing, dating and returning the enclosed proxy in the enclosed envelope. Your shares will then be represented at the meeting,envelope, so that even if you are unable to attend. You may, of course, revokeattend, your proxy and vote in personshares will still be represented at the meeting, if you desire.meeting. If you hold shares through a broker, custodian, fiduciary, or other custodian,nominee (“beneficial holders”), please check the voting instructions used by that broker, custodian, fiduciary, or custodian.Please note that brokers may notnominee. Holders with a control number from Computershare, our transfer agent, can vote your shares on the election of directors, on compensation matters or on other shareholder proposalsto be considered at the virtual Annual Meeting (except on the ratification of the independent accountants)Meeting. in the absence of your specific instructions as to how to vote. Please return your proxy card so your vote can be counted.

VIRTUAL MEETING FORMAT: Due to COVID-19 related public health restrictions and for the safety and well-being of our shareholders, you will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/241836370 on the meeting date and time described in the accompanying Proxy Statement. The password for the meeting is PATK2021. There is no physical location for the Annual Meeting.

If you plan to attend the meeting virtually on the Internet, you must register by following the instructions contained in the “Voting Information” section of this proxy statement.

		/s/ Andy L. Nemeth Joel D. Duthie Vice President, General Counsel and Secretary April 16, 2021
	Andy L. Nemeth Secretary

April 26, 2016AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held On May 18, 2016.

Our 2021 Proxy Statement and Annual Report to Shareholders for fiscal 20152020 are available on Patrick Industries, Inc.'s’s website atwww.patrickind.com under “Investor Relations”.“Investor Relations-Investor Information.” You may also request hard copies of these documents free of charge by writing to us at the address above,following address: 107 West Franklin Street, Elkhart, Indiana 46515-0638. Attention: Office of the Secretary.

www.patrickind.com.TABLE OF CONTENTS

PROXY SUMMARY

This summary highlights certain information contained in our 2021 Proxy Statement. Although it does not contain all of the information in this Proxy Statement, it provides an overview of the information discussed herein. You should carefully review the entire Proxy Statement before voting.

BOARD COMPOSITION – EXPERIENCE AND EXPERTISE

Each shareholder

CORPORATE GOVERNANCE DEVELOPMENTS

The Board believes that fundamental corporate governance is entitledimportant to one voteensure that we are managed for each sharethe long-term benefit of our common stock held asshareholders. See page 24 of the record date. For purposesProxy for a summary of recent actions taken by the Board.

In 2021, the Board provided additional disclosures, as summarized on pages 5 to 8, regarding the Company’s journey of corporate responsibility in the area of environmental, social and governance (“ESG”) practices. The Board aims to ensure that ESG matters are considered and supported in the Company’s operations and administrative matters and are consistent with Patrick shareholders’ best interests. In support of this objective, the Company established an ESG committee in 2020 under the oversight of the Corporate Governance and Nominations Committee in order to identify and define ESG initiatives and priorities and enhance its communications to its stakeholders.

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BUSINESS FINANCIAL HIGHLIGHTS

FISCAL YEAR 2020 COMPANY FINANCIAL PERFORMANCE SUMMARY

Despite the challenges presented by a global pandemic, our disciplined focus to effect our strategic execution and service to our customers, while implementing safety protocols to maintain the well-being of our team members during fiscal 2020, became of paramount importance. We remained focused on our balanced and disciplined capital allocation strategy, strengthening our balance sheet position to provide flexibility for our business and to mitigate any disruption in our operations and supply chains, and positioning for execution of strategic growth initiatives in the four core markets we serve—recreational vehicle (“RV”), marine, manufactured housing (“MH”), and Industrial. Our strategic vision remains focused on rewarding our shareholders in balance with the interests all of our stakeholders and the communities in which we operate and live.

The Company continued to execute on a company-wide market and performance-based compensation platform designed to reward for differentiated performance that supported operating excellence and growth organically and through acquisitions in 2020.

Through execution of our 2020 Organizational Strategic Agenda and the efforts of our 8,800 team members, the Company produced sales in 2020 that were above our targeted operating results (net of acquisitions and after adjustment for an approximate five-week operations shutdown in the late first quarter and early second quarter of 2020 in many of our RV and marine facilities caused by the global pandemic). Despite the impact of the global pandemic on our industry and markets, the Company adapted and flexed its operating structure to appropriately align costs with the revenue stream, deliver organic market share gains, and position itself to respond to the swift increase in customer demand, especially for recreational vehicles and powerboats, during the second half of 2020.

The Company’s cumulative total shareholder return (“TSR”) over the five-year period from December 31, 2015 to December 31, 2020 was 138% compared to 84% for the S&P 500 Index over the same time period.

The charts below illustrate the Company’s performance related to net sales, net income and net income per diluted share since 2016. We believe these achievements result from the execution by our autonomous business units of the Company’s strategic initiatives.

The Company’s performance is ultimately focused on meeting the needs of our large breadth of customers, generating returns for our shareholders, supporting our communities, and reinvesting in our team members. While we focus on achieving annual objectives and outcomes, the Company continues to emphasize our long-range strategic plan and the execution of that plan.

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EXECUTIVE COMPENSATION HIGHLIGHTS

ALIGNING PAY TO DIFFERENTIATED PERFORMANCE

The Company continues to embrace a quorum meanslong-time philosophy of rewarding its leadership team for differentiated performance in a given performance year and over the long term. The architecture of the Executive Compensation Plan is specifically designed to support this philosophy by focusing on variable pay for the leadership team and cascading this philosophy throughout the levels of the organization. Our Compensation Committee recommends compensation decisions to the Board which support such philosophy. Our leaders understand and are motivated to impact the key metrics that will drive growth, profitability and ultimately shareholder value in both the short and long term. The plan design is brought to life through understanding each compensation element and the impact of the individual’s and the team’s performance as outlined below:

Each compensation component, relative to Peer Group and General Industry data, supports our philosophy of rewarding differentiated performance by emphasizing each executive’s variable pay elements.

Our focus on variable pay to motivate performance, a key component of our compensation plan over the past decade, continues to prove successful in aligning our team’s compensation to shareholder returns.

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KEY COMPENSATION ACTIONS TAKEN IN FISCAL 2020

For additional information regarding the pandemic-related compensation actions taken in 2020, see “Summary of COVID-19 Compensation Actions” on page 32. For the compensation of our NEOs, please refer to the Compensation Discussion and Analysis (“CD&A”) beginning on page 33.

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ELECTION OF DIRECTORS11

There are eight nominees for election to the Board, all of which are current members of our Board. The individuals elected as directors at the 2016 Annual Meeting will be elected to hold office until the 2017 Annual Meeting or until their successors are duly elected and qualified.

It is intended that the proxies will be voted for the nominees listed below, unless otherwise indicated on the proxy form. It is expected that these nominees will serve, but, if for any unforeseen cause any such nominee should decline or be unable to serve, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the proxies. The Board does not anticipate that any nominee will be unable or unwilling to serve.

PROPOSAL 1:   ELECTION OF DIRECTORS There are nine nominees for election to the Board, all of which are current members of our Board. The individuals elected as directors at the 2021 Annual Meeting will be elected to hold office until the 2022 Annual Meeting or until their successors are duly elected and qualified. It is intended that the proxies will be voted for the nominees listed below, unless otherwise indicated on the proxy form. It is expected that these nominees will serve, but, if for any unforeseen cause any such nominee should decline or be unable to serve, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the proxies. The Board does not anticipate that any nominee will be unable or unwilling to serve.				The Board of Directors Recommends that Shareholders vote FOR the election of the following Nominees to the Board of Directors.

The information provided below has been furnished by the director nominees,nominee, and sets forth (as of March 31, 2016)2021) the names, ages, principal occupations, recent professional experience, certain specific qualifications identified as part of the Board’s determination that each such individual should serve on the Board and other directorships at other public companies for at least the past five years, if any. Each of the following nominees was elected to his or her present term of office at the Annual Meeting of Shareholders held on May 19, 2015.14, 2020.

BOARD COMPOSITION

Paul E. Hassler, age 68, has been our Chairman of the Board since May 2008. Mr. Hassler was Chief Executive Officer of the Company from April 2004 to January 2009 (retired) and President from April 2004 to May 2008. Mr. Hassler held the position of Vice President Operations and Distribution - West of the Company from December 2003 through the first quarter of 2004; Executive Director of West Coast Operations from 1994 to 2003; and General Manager of California Operations from 1986 to 1994. Mr. Hassler has over 42 years of recreational vehicle, manufactured housing and industrial experience in various capacities and has demonstrated leadership as Non-Executive Chairman of the Board. He has served as a director of the Company since 2005.12

Joseph M. Cerulli, age 56, has been employed by Tontine Associates, LLC, an affiliate of Tontine Capital Partners, LP, and Tontine Capital Management, LLC (collectively, with their affiliates, “Tontine”), since January 2007. Prior to that, Mr. Cerulli was an independent financial consultant from 2002 to 2006. Mr. Cerulli has particular knowledge of our Company and the industries in which we operate based on Tontine’s long-standing investment in the Company and possesses extensive knowledge with respect to financial and investment matters. Mr. Cerulli currently serves as a member of the Company’s Corporate Governance and Nominations Committee. He has served as a director of the Company since 2008.

Todd M. Cleveland, age 48, has been our Chief Executive Officer since February 2009. Mr. Cleveland was President of the Company from May 2008 to December 31, 2015, and Chief Operating Officer of the Company from May 2008 to March 2013. Prior to that, he served as Executive Vice President of Operations and Sales and Chief Operating Officer of the Company from August 2007 to May 2008. Mr. Cleveland also spent 17 years with Adorn Holdings, Inc. (“Adorn”) serving as President and Chief Executive Officer from 2004 to 2007; President and Chief Operating Officer from 1998 to 2004; and Vice President of Operations and Chief Operating Officer from 1994 to 1998. Mr. Cleveland was a director of Stag-Parkway, Inc. from 2013 to 2014. Mr. Cleveland has over 25 years of recreational vehicle, manufactured housing and industrial experience in various operating capacities. He also has extensive knowledge of our Company and the industries to which we sell our products, and experience with management development and leadership, acquisitions, strategic planning, manufacturing, and sales of our products. He has served as a director of the Company since 2008.

John A. Forbes,age 56, has been the President of Utilimaster Corporation, a subsidiary of Spartan Motors, Inc., since July 2010. Prior to that, he was the Chief Financial Officer of Utilimaster from May 2009 to July 2010, the Chief Financial Officer of Nautic Global Group LLC from 2007 to 2009, and the Chief Financial Officer of Adorn LLC from 2003 to 2007. Mr. Forbes has over 29 years of experience in serving various manufacturing industries having held senior financial leadership roles including Trimas Corporation/Masco Tech, Inc., both with Fulton Performance Products and Reese Products.Mr. Forbes also hasextensive experience with operations management, acquisitions, strategic planning, risk management, and banking relations. He has been determined to be an “audit committee financial expert” under the SEC’s rules and regulations by our Board. Mr. Forbes currently serves as the Chairman of the Company’s Corporate Governance and Nominations Committee, and as a member of the Company’s Audit Committee and Compensation Committee. He has served as a director of the Company since 2011.NOMINEES FOR ELECTION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

FOR Michael A. KitsonTHE NOMINATED DIRECTORS., age 57, has been the Chief Financial Officer of MikaTek, Ltd., an early-stage manufacturer of barrier products manufactured from recycled rubber tire materials, since January 2016. Prior to that, he was the Chief Executive Officer of SharpShooter Imaging from March 2015 to January 2016, the Chief Executive Officer of Nautic Global Group from March 2011 to October 2013, the Chief Financial Officer of Nautic from August 2010 to March 2011, the President and Chief Executive Officer of Utilimaster Corporation, a subsidiary of Spartan Motors, Inc., from 2007 to 2010, and the Chief Financial Officer of Utilimaster from 1999 to 2007. Mr. Kitson has over 28 years of experience in serving various manufacturing industries having also held senior financial leadership roles with Lilly Industries, Inc. Mr. Kitson also has extensive experience with corporate and operations management, strategic planning, and risk management. He has been determined to be an “audit committee financial expert” under the SEC’s rules and regulations by our Board. Mr. Kitson currently serves as the Chairman of the Company’s Audit Committee, and as a member of the Company’s Corporate Governance and Nominations Committee and Compensation Committee. He has served as a director of the Company since 2013.

Andy L. Nemeth, age 47, has been the Company’s President since January 1, 2016. In addition to this role, Mr. Nemeth serves as the Secretary-Treasurer, a position he has held since 2002. Prior to that, Mr. Nemeth was the Executive Vice President of Finance and Chief Financial Officer from May 2004 to December 31, 2015. He was also the Vice President of Finance and Chief Financial Officer from 2003 to 2004. Mr. Nemeth was a Division Controller from 1996 to 2002 and prior to that, he spent five years in public accounting. Mr. Nemeth has over 24 years of recreational vehicle, manufactured housing, and industrial experience in various financial capacities. Mr. Nemeth also has particular knowledge of our Company and the industries to which we sell our products, and has extensive experience with corporate management, acquisitions, strategic planning, risk management, and banking and finance relations. He has served as a director of the Company since 2006.

M. Scott Welch, age 56, has been the President and Chief Executive Officer of Welch Packaging Group, a large independently owned corrugated packaging company, since 1985. Prior to establishing Welch Packaging, he worked at Northern Box, Performance Packaging, and Elkhart Container. Mr. Welch has served as a director of Lakeland Financial Corporation (“Lakeland”) from 1998 to present, and has been the lead independent director since 2012. He is also a member of Lakeland’s compensation committee and audit committee. He has also served as a trustee at DePauw University since 2005. Mr. Welch has over 34 years of experience in the packaging industry, and hasextensive experience in sales, marketing and strategy. Mr. Welch currently serves as a member of the Company’s Compensation Committee, Corporate Governance and Nominations Committee and Audit Committee. He has served as a director of the Company since 2015.

Walter E. Wells, age 77, was the President and Chief Executive Officer of Schult Homes Corporation, a leading builder of manufactured and modular housing, from 1970 to 1998 (retired). Mr. Wells is a director of Woodland Foundation. Mr. Wells has particular knowledge of our Company and the industries to which we sell our products, experience in corporate management and leadership, and strategic planning. He has been determined to be an “audit committee financial expert” under the SEC’s rules and regulations by our Board. Mr. Wells currently serves as the Chairman of the Company’s Compensation Committee, and as a member of the Company’s Corporate Governance and Nominations Committee and the Audit Committee. He has served as a director of the Company since 2001.

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2020 NON-EMPLOYEE

DIRECTOR COMPENSATION

While theThe overall structure of the 2015 2020 Non-Employee Director Compensation Plan was unchanged from the 2014 plan,2019 plan. However, in alignment with compensation reductions by our senior management team, the Corporate Governance and Nominations Committee revisedBoard temporarily reduced its annual cash retainer payments during the amountsshutdown of the compensation components in May 2015.Company’s operations caused by the Covid-19 pandemic. The plan structure and compensation composition, as approved by the Board, are detailed below:

Employee directors receive no compensation as such. In addition to total directthe compensation described above, the Company reimburses the non-employee directors’ expenses, including travel, accommodations and meals, for attending Board and Board Committee meetings, our Annual Meeting of Shareholders Meeting, and any other activities related to our business.

The following table sets forth a summary of the compensation paid to non-employee directors in the year ended December 31, 2015:2020:

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Unless otherwise instructed, the proxy holders will vote the proxies received by them“FOR” “FOR” approval of the ratification of the appointment of Crowe Horwath LLP.Deloitte. The ratification of the appointment will be approved by our shareholders if, at the Annual Meeting, a quorum is present and the vote of a majority of the votes cast are voted in favor of the proposal.

INDEPENDENT PUBLIC ACCOUNTANTS

As noted above in Proposal 2, the Audit Committee has appointed Crowe Horwath LLPDeloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

2021.

Audit FeesAUDIT FEES

The following table presents fees and out-of-pocket expenses for professional audit and tax services rendered by Crowe Horwath LLP forDeloitte during the fiscal years ended December 31, 20152020 and 2014:2019:

The Committee has met and held discussions with management and Crowe Horwath LLP with respect to the 2015 audited financial statements. Management represented to the Committee that the Company’s consolidated financial statements, included in its 2015 Annual Report to Shareholders, were prepared in accordance with accounting principles generally accepted in the United States of America, and the Committee has reviewed and discussed with management their assessment of the effectiveness of the Company’s internal controls over financial reporting. The Committee reviewed and discussed with Crowe Horwath LLP the consolidated financial statements, and Crowe Horwath LLP’s evaluation of the Company’s internal controls over financial reporting. The Committee also discussed with Crowe Horwath LLP the matters required to be discussed by Auditing Standards No. 16 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (PCAOB).

AUDIT COMMITTEE REPORT   The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter adopted by the Board, include providing oversight of our financial reporting process through periodic meetings with our independent auditors, principal accounting officer and management to review accounting, auditing, internal controls and financial reporting matters. Our management is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on senior management, including senior financial management, and the independent auditors. The Audit Committee has met and held discussions with management and Deloitte with respect to the 2020 audited financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements, included in its 2020 Annual Report to Shareholders, were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed with management their assessment of the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee reviewed and discussed with Deloitte the consolidated financial statements, and Deloitte’s evaluation of the Company’s internal controls over financial reporting. The Audit Committee also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, and other professional standards and regulatory requirements currently in effect.				The foregoing report of the Audit Committee does not constitute soliciting material and shall not be deemed incorporated by reference by any general statement incorporating by reference the proxy statement into any filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

We have received from Crowe Horwath LLPDeloitte a letter providing the disclosures required by Independence Standardsthe applicable requirements of the Public Company Accounting Oversight Board Standard No. 1 (Independence Discussionsregarding Deloitte’s communications with the Audit Committees)Committee concerning independence with respect to any relationships between us and Crowe Horwath LLPDeloitte that in their professional judgment may reasonably be thought to bear on independence. Crowe Horwath LLPDeloitte has discussed its independence with us, and has confirmed in such letter that, in its professional judgment, it is independent from us within the meaning of the federal securities laws. The Audit Committee concluded that non-audit services provided by Crowe Horwath LLPDeloitte during the year ended December 31, 2015, which consisted of tax planning and compliance, due diligence and other accounting and audit-related services,2020 were compatible with Crowe Horwath LLP’sDeloitte’s independence.

Based on the review and discussions described above, with respect to our audited financial statements included in our 20152020 Annual Report to Shareholders, we have recommended to the Board of Directors that such financial statements be included in our Annual Report on Form 10-K for filing with the SEC.

As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate and in accordance with generally accepted accounting principles. That is the responsibility of management and our independent auditors. In giving our recommendation to the Board of Directors, we have relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and (ii) the report of our independent auditors with respect to such financial statements. This report was adopted by the Audit Committee on March 14, 2016.February 26, 2021.

The Audit Committee:

THE AUDIT COMMITTEE

Michael A. Kitson (Chairman)

John A. Forbes

Pamela R. Klyn

Derrick B. Mayes

Denis G. Suggs

M. Scott Welch
Walter E. Wells

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Act requires that the Company seek a non-binding advisory vote from its shareholders to approve the compensation of its named executive officers as disclosed under “Executive Compensation” on pages 15 to 33 in this Proxy Statement in accordance with SEC rules.

Our executive compensation policy is designed to enable the Company to attract, motivate and retain highly-qualified senior executives by providing a competitive compensation opportunity based on performance. Our intent is to provide fair and equitable compensation in a way that rewards executives for achieving specified financial and non-financial performance goals. Our performance-related awards are structured to link a substantial portion of our executives’ total potential compensation to the Company’s performance on both a long-term and short-term basis, to recognize individual contribution, as well as overall business results, and to align executive and shareholder interest. Accordingly, we reward performance in excess of pre-established profitability targets and we avoid establishing goals that could divert our executives’ attention from the fundamentals of effective and efficient operations.

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION The Dodd-Frank Act requires that the Company seek a non-binding advisory vote from its shareholders to approve the compensation of its named executive officers as disclosed under the “Executive Compensation” section in this Proxy Statement in accordance with SEC rules. Our executive compensation policy is designed to enable the Company to attract, motivate and retain highly-qualified senior executives by providing a competitive compensation opportunity based on performance. Our intent is to provide fair and equitable compensation in a way that rewards executives for achieving specified financial and non-financial performance goals. Our performance-related awards are structured to link a substantial portion of our executives’ total potential compensation to the Company’s performance on both a long-term and short-term basis, to recognize individual contribution, as well as overall business results, and to align executive and shareholder interests.   We are requesting shareholder approval of the compensation of our named executive officers as disclosed in this Proxy Statement, including the disclosures under “Executive Compensation-Compensation Discussion and Analysis,” the compensation tables, and the related information and discussion. The vote is advisory and therefore not binding on the Company or the Compensation Committee or the Board. However, we value the opinions of our shareholders, and we will carefully consider the outcome of the advisory vote on executive compensation when making future compensation decisions. For the reasons stated, the Board of Directors recommends a vote FOR the following non-binding resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers for fiscal year 2015, as disclosed in this Proxy Statement, including the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” compensation tables and the related information and discussion. The vote is advisory and therefore not binding on the Company or the Compensation Committee or the Board. However, we value the opinions of our shareholders, and we will carefully consider the outcome of the advisory vote on executive compensation when making future compensation decisions. For the reasons stated, the Board of Directors recommends a vote FOR the following non-binding resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers for fiscal year 2020, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including theCompensation Discussion and Analysis, compensation tables and related information and discussion, is hereby APPROVED. APPROVED.” The affirmative vote of a majority of the votes cast is required for advisory approval of the foregoing non-binding resolution. See “Voting Information” on pages 1 and 2.page 9.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT23   CORPORATE GOVERNANCE AND RELATED MATTERS The following table sets forth, as of March 24, 2016 (the record date), information concerning shareholders knownBoard believes that fundamental corporate governance is critical to us as having beneficial ownership of more than five percentensuring the Company is managed for the long-term benefit of our outstanding common stock and information with respect toshareholders. Recent actions taken by the stock ownership of all of our directors, named executive officers, and all of our directors and executive officers as a group. The number of shares presented inBoard include the table below and in the corresponding footnotes reflect the three-for-two stock split of the Company’s common stock, which was effected in the form of a common stock dividend paid on May 29, 2015. The address of each director and named executive officer listed below is 107 West Franklin Street, P.O. Box 638, Elkhart, Indiana, 46515-0638, except as otherwise provided. Name and Address of Beneficial Owner   Aggregate Number of Shares of Common Stock Beneficially Owned     Percent of Class   Five Percent Shareholders:                 RBC Global Asset Management (U.S.) Inc. 50 South Sixth Street Suite 2350 Minneapolis, MN 55402     1,724,014 (1)     11.3 %                   Jeffrey L. Gendell C/o Tontine Capital Management, L.L.C. One Sound Shore Drive Suite 304 Greenwich, CT 06830     1,341,013 (2) (3)     8.8 %                   Directors:                 Walter E. Wells     52,355       *   Paul E. Hassler     53,371       *   Joseph M. Cerulli(4)     27,955       *   John A. Forbes     18,329       *   Michael A. Kitson     11,855       *   M. Scott Welch     22,023       *                     Named Executive Officers:                 Todd M. Cleveland(5)(6)     549,609       3.6 % Jeffrey M. Rodino     71,647       *   Andy L. Nemeth     102,128       *   Courtney A. Blosser     24,946       *                     All Directors, Named Executive Officers and other executive officers as a group(11 persons)(6)     938,412       6.2 % * Less than 1%.following:   (1)u Information based onAmendment to Charters; Code of Ethics and Business Conduct; and Governance Guidelines. As part of an annual review process, the Schedule 13G filed by RBC Global Asset Management (U.S.) Inc. on February 3, 2016.Board’s Committees approved changes to their respective Committee Charters in 2020 to continue to facilitate alignment and continued review of best practices for management oversight. Similarly, the Board reviewed and approved proposed changes to the Company’s Code of Ethics and Business Conduct and Corporate Governance Guidelines.   (2) Information based on the Form 4 filed jointly by Tontine Capital Management, L.L.C. (“TCM”), Tontine Capital Partners, L.P. (“TCP”), Tontine Capital Overseas Master Fund II, L.P. (“TCP 2”), Tontine Associates, L.L.C. (“TA”), Tontine Asset Associates, L.L.C. (“TAA”) and Jeffrey L. Gendell on March 22, 2016. Includes 1,078,272 shares owned directly by TCP, 140,382 shares owned directly by TCM, and 122,359 shares owned directly by TA.u   Mr. Gendell is Board Diversity Policy. In alignment with the managing memberformal policy adopted in 2018 and as part of TCM and TAA,its annual self-evaluation under our Corporate Governance Guidelines, the general partnersBoard considers whether the level of TCP and TCP 2, respectively, and of TA, which serves as the fund manager of certain investment funds affiliated with Tontine, and has shared voting and dispositive power over these shares. All of these shares may be deemed to be beneficially owned by Mr. Gendell. He disclaims beneficial ownershipdiversity of the shares owned by Tontine, except toBoard is appropriate, and the extent of his pecuniary interest therein. (3) Based on information contained in the Form 4 filed by Tontine on March 29, 2016 (subsequent to the record date), the aggregate number of sharesCorporate Governance and Nominations Committee will take this consideration into account when identifying and evaluating director candidates. See “Director Qualifications and Board Diversity Policy” below for a more detailed description of the Company’s common stock beneficially owned by Tontine decreased to 1,299,437 as of March 28, 2016 or 8.5% of the Company’s common stock outstanding.diversity policy.   (4)u Mr. Cerulli is employed by TA. He disclaims beneficial ownershipEnvironmental, Health and Safety / Social Responsibility and Corporate Governance Disclosures. The Board aims to ensure that matters of environmental, health and safety, social and governance responsibility are considered and supported in the shares beneficially owned by Tontine, except to the extent of his pecuniary interest therein.Company’s operations and administrative matters and are consistent with Patrick shareholders’ best interests.   (5)u Includes 100,000 stock optionsThe Board adopted a formal policy in 2018 for managing its commitment to social and 24,711 net stock appreciation rights which are exercisable within 60 days ofenvironmental matters. This policy is available on the record date.Company’s website at www.patrickind.com under “Investor Relations—Corporate Governance” under the heading “Social and Environmental Responsibility Policy.”   (6)u Based on information contained in a Form 4 filed on April 1, 2016 (subsequent toIn 2020, the record date), Mr. Cleveland exercised 15,000 of the 100,000 stock options that were discussed in footnote (5) above on March 30, 2016. In addition, he exercised 100,000 stock appreciation rights on March 30, 2016 that became exercisable on December 18, 2015. The stock appreciation rights exercised equated to a net 26,833 shares ofBoard provided disclosures regarding the Company’s common stock that were payable to Mr. Cleveland after adjusting for the difference between the fair market value of the sharesESG practices as noted below. The ESG disclosures are also available on the date of exerciseCompany’s website at www.patrickind.com under “Investor Relations—Corporate Governance” under the heading “Environmental, Social and the exercise price, net of the applicable tax liability. Following these transactions, the aggregate number of shares of the Company’s common stock beneficially owned by Mr. Cleveland was 451,731 as of March 30, 2016 or 3.0% of the Company’s common stock outstanding.Governance Disclosures.”   u In 2020, the Corporate Governance and Nominations Committee, charged with providing appropriate oversight on ESG matters, directed the Company to establish, and the Company established, a formal ESG committee comprised of team members leading our internal environmental, social and financial governance functions, championed by senior management in partnership with Board sponsorship and oversight. The ESG committee works to identify and define relevant ESG priorities and initiatives, and enhance our communications with our employees, customers, communities and shareholders. u Information Security Risks/Matters: The Company has enhanced its oversight of cybersecurity to help ensure that cyber risk is effectively monitored with the Board. Executive leadership and the Board make determinations and decisions on strategy and direction of cybersecurity based on analysis and recommendations from Information Technology (“IT”) leadership. The Company’s cyber security model, analysis of the effectiveness of the anti-phishing and other cyber security programs, and updates on cyber technology implementations are examples of cybersecurity content reviewed by the Board. The Company has retained a cybersecurity consulting firm to support cyber program priorities and harden system security. In addition, the Company’s IT department has implemented technology controls around user access, incident monitoring, event tracking, and security incident alert monitoring. Technology controls and governance documentation are reviewed regularly with executive leadership and the Board. The Company defines cybersecurity policies consistent with operations and employs continuous improvement measures to enhance reliability and flexibility in compliance with changing requirements. ENVIRONMENTAL, HEALTH AND SAFETY / SOCIAL RESPONSIBILITY We are conscious of our environmental impact and the health and safety (“EHS”) of all of our team members, contractors, and communities in which we operate. We actively seek to implement sound practices and safe behaviors to protect the environment and the health and safety of our employees insofar as they are affected by our facilities, products and services. In particular, we strive to: u Meet or exceed applicable environmental, health, safety and legal requirements; u Continuously improve our processes to reduce our impact on the environment and eliminate workplace injuries; u Require individual accountability and provide regular training and development of all team members;   CORPORATE GOVERNANCE24   u Identify, consider and minimize potential EHS impacts of new and modified products and production processes, acquisitions, and capital project review and approval activities; and u Promote health and wellness of our employees With Board oversight, the Executive Management team, Business Unit directors, the ESG committee, and Human Resources teams work to develop, implement, and manage safety and health programs in the interest of a safe work environment that also promotes a work/life balance. In addition, we seek to contribute positively to the communities in which we operate. In conjunction with Board oversight related to climate related risks and opportunities, our goal is to comply with all applicable environmental and local, state, and federal safety and health regulations, and conduct our operations in a manner that safeguards the environment and minimizes waste, emissions, and energy consumption. We look forward to developing new processes and technologies to recycle more material, manage energy consumption, and engineer products for each of the markets we serve. We require everyone in the Patrick organization to assume the responsibility of individual and organizational safety. It is each team member’s responsibility that all work tasks be conducted in a safe and efficient manner. An extensive array of metrics has been established and communicated to team members to ensure an understanding of our current level of performance and to continually identify opportunities for improvement. CORPORATE GOVERNANCE The Board believes that fundamental corporate governance is important to help ensure that we are managed for the long-term benefit of our shareholders. Commensurate with the size and nature of each of Patrick’s businesses, the Company utilizes management systems, tools and processes to help (1) ensure compliance with applicable laws, regulations and the requirements set forth in its Code of Ethics and Business Conduct (the “Code”); (2) promote an awareness and commitment to ethical business practices, including, without limitation, the expectations set forth in the Code; (3) facilitate the timely discovery, investigation, disclosure and implementation of corrective actions for violations of law, regulations or the expectations set forth in the Code; and (4) provide training to all employees on compliance requirements, including IT security, as necessary and as required by law. The Board expectsintends to continue to review its corporate governance practices and policies as set forth in its Corporate Governance Guidelines, Code of Ethics and Business Conduct, Diversity Policy, Social and Environmental Responsibility Policy, and various Committee Charters, all of which were updated in accordance with the listing standards of the NASDAQ Stock Market and the SEC rules, at least every two years or as it deems appropriate.rules. Board Membership and Leadership As of the date of this Proxy Statement, our Board has nine members. Mr. Cleveland serves as Executive Chairman of the Board has eight members.and Mr. Welch serves as lead independent director. Except for Mr. Cleveland our Chief Executive Officer, and Mr. Nemeth, our President and Chief Executive Officer, no director is an employee. As described on page 14 of the Proxy Statement under “Nominees for Election”, Mr. Cerulli has been employed by TA since January 2007. As such, Mr. Cerulli has an indirect interest inForbes served as the Company’s transactions with Tontine. Mr. Cerulli began receiving compensation for his service as a member of the Board beginning in January 2009. As of March 28, 2016, Tontine beneficially owned approximately 8.5% of the Company’s outstanding common stock.Interim CFO from June 12, 2020 through November 23, 2020. In connection with the financing of its acquisition of Adorn in May 2007, the Company entered into a Securities Purchase Agreement with Tontine, dated April 10, 2007 (the “2007 Securities Purchase Agreement”), which provided that, among other things, so long as Tontine (i) holds between 7.5% and 14.9% of the Company’s common stock then outstanding, Tontine has the right to appoint one nominee to the Board; or (ii) holds at least 15% of the Company’s common stock then outstanding, Tontine has the right to appoint two nominees to the Board. The Company also agreed to limit the number of directors serving on its Board to no more than nine directors for so long as Tontine has the right to appoint a director to the Board. Subsequently, Tontine agreed to waive the Company’s obligation to limit the size of its Board in connection with the increase of the Board to 10 persons in order to allow the appointment of Michael A. Kitson as a director in March 2013. Mr. Cerulli’s appointment to the Board in July 2008 was made pursuant to Tontine’s right to appoint directors as described above. Election of Directors and Length of Board Term Directors are currently elected for a one-year term at the Annual Meeting of Shareholders. Board Committees The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominations Committee. Each Committee has a committee chairman and a written charter. Shareholder Communications Shareholders may send communications to members of the Board by sending a communication to the Board and/or a particular member c/o Andy L. Nemeth-Secretary, Patrick Industries, Inc., 107 West Franklin Street, P.O. Box 638, Elkhart, Indiana 46515-0638. Communications intended for independent directors should be directed to the Chairman of the Corporate Governance and Nominations Committee. Code of Ethics We have a code of ethics that applies to all of our employees, officers and directors. Access to Corporate Governance Documents The charters of our Audit, Compensation, and Corporate Governance and Nominations Committees, our Corporate Governance Guidelines, and our Code of Ethics are all available on our website at www.patrickind.com, or by writing to: Patrick Industries, Inc. Attn: Andy L. Nemeth, Secretary 107 West Franklin Street P.O. Box 638 Elkhart, Indiana 46515-0638 Board Meetings and Attendance The Board and Board Committees hold regular meetings on a set schedule and may hold special meetings and act by written consent from time to time as necessary or appropriate. The Board hadfourregularhad five regular meetings in 2015.2020. Additionally, the Board participated in ninehad 13 special meetings in 20152020 which included periodic update calls with the President and Chief Executive Officer and the Chief Financial Officer. In 2015, eachEach director attended at least 75% of the meetings of the Board and the Board Committees on which he served. Allhe/she served in 2020 and all directors attended the most recent Annual Meeting of Shareholders which was held on May 19, 2015.14, 2020. We expect all Board members to attend the 20162021 Annual Meeting, but from time to time, other commitments may prevent all directors from attending each meeting.   25 Access to Corporate Governance Documents The charters of our Audit, Compensation, and Corporate Governance and Nominations Committees, our Corporate Governance Guidelines and our Code of Ethics and Business Conduct are all available on our website at www.patrickind.com, under “Investor Relations—Corporate Governance” or by writing to: Patrick Industries, Inc. Attn: Joel D. Duthie, Secretary 107 West Franklin Street Elkhart, Indiana 46515-0638 Shareholder Communications Shareholders may send communications to the full Board and/or a particular Board member c/o Joel D. Duthie-Secretary, Patrick Industries, Inc., 107 West Franklin Street, Elkhart, Indiana 46515-0638. Communications intended for independent directors should be directed to the Chairman of the Corporate Governance and Nominations Committee. Executive Sessions of Independent Directors The Board and Board committeesCommittees regularly meet in executive session without the presence of any non-independentemployee directors or representatives. There was no lead independent director designated to preside over theThe executive sessions of the Board in 2015.are presided over by Mr. Welch, the lead independent director. Any independent director can request additional executive sessions.Thesessions. The independent directors met in executive sessions fourfive times in 2015.2020. FiveSeven of the eightnine members of the Board (as of the date of this Proxy) have been designated by the Board as independent directors. In general, theThe Board determines whether a director is independent by following the guidelines of the NASDAQ Stock Market and the SEC rules and regulations. The Board has determined that the independent directors arein 2020 were Joseph M. Cerulli, (except for purposes of the Audit Committee and the Compensation Committee), John A. Forbes (from January 1, 2020 to June 11, 2020 and effective November 24, 2020), Michael A. Kitson, Pamela R. Klyn, Derrick B. Mayes, Denis G. Suggs and M. Scott Welch and Walter E. Wells.Welch. Board Leadership Structure and Risk Oversight The Company maintains separate positions for the Chairman of the Board (“Chairman”) and for the Chief Executive Officer. The Board believes this leadership structure has enhanced the Board’s oversight of and independence from our management, the ability of the Board to carry out its roles and responsibilities on behalf of our shareholders, and our overall corporate governance. Mr. Hassler serves as Chairman and Mr. Cleveland is the Chief Executive Officer. The Board has delegated its risk oversight responsibilities to the Audit Committee, as described below under the heading “Audit Committee.” In accordance with the Audit Committee’s Charter, each of our senior financial and accounting professionalsofficers reports directly to the Audit Committee regarding material risks to our business, among other matters, and the Audit Committee meets in executive sessions with each professionalthe senior financial and accounting officers and with representatives of our independent registered public accounting firm. The Audit Committee Chairman reports to the full Board regarding material risks as deemed appropriate. Director Qualifications and DirectorBoard Diversity Policy The Board seeks a diverse group of candidates who possess the background, skills and expertise and the highest level of personal and professional ethics, integrity, judgment and values to represent the long-term interests of our Company and its shareholders. ToOur Corporate Governance and Nominations Committee follows a diversity practice which it formally adopted as a Board Diversity Policy in 2018. The Diversity Policy requires that the Corporate Governance and Nominations Committee consider diversity criteria, including race, ethnicity and gender, when identifying candidates for Board membership. In addition, to be considered for membership on the Board, a candidate should possess some or all of the following major attributes:     ●u Breadth of knowledge about issues affecting the Company and the industries/markets in which it operates;     ●u Significant experience in leadership positions or at senior policy-making levels and an established reputation in the business community;     ●u Expertise in key areas of corporate management and in strategic planning;     ●u Financial literacy and financial and accounting expertise; and     ●u Independence and a willingness to devote sufficient time to carry out his or her duties and responsibilities effectively and assume broad fiduciary responsibility. The Board Diversity Policy is available on the Company’s website at www.patrickind.com under “Investor Relations—Corporate Governance.” 26 The Board believes that a board made up of highly qualified directors with diverse backgrounds, skills and experiences and who reflect the changing population demographics of the markets in which the Company operates, the talent available with the required expertise and the Company’s evolving customer and employee base, promotes better corporate governance. The Corporate GovernanceCommittee will consider a candidate’s qualifications and Nominations Committee does not havebackground, including responsibility for operating a formal policy specifying howpublic company or a division of a public company, international business experience, a candidate’s technical and financial background or professional qualification, diversity of background and personal experience, should be applied in identifying or evaluating director candidates. However, as part of its annual self-evaluation under our Corporate Governance Guidelines,and any other public company boards on which the Board considerscandidate is a director. The Committee will also consider whether the levelcandidate would be “independent” for purposes of diversity of its members is appropriate,the NASDAQ Stock Market and the Corporate GovernanceSEC rules and Nominationsregulations by our Board. The Committee takesmay, from time to time, engage the outcome into account when identifyingservices of a professional search firm to identify and evaluating director candidates.evaluate potential nominees. Process for Consideration of Director Candidates - Corporate Governance and Nominations Committee Processes The Corporate Governance and Nominations Committee will consider board nominees recommended by shareholders. Those recommendations should be sent to the Chairman of the Corporate Governance and Nominations Committee, c/o of the Secretary of Patrick Industries, Inc., 107 West Franklin Street, P.O. Box 638, Elkhart, Indiana 46515-0638. In order for a shareholder to nominate a candidate for director, under our By-laws, timely notice of the nomination must be given in writing to the Secretary of the Company. To be timely, such notice must be received at our principal executive office not less than 20 days or more than 50 days prior to the next Annual Meeting of Shareholders. Notice of nomination must include the name, address and number of shares owned by the person submitting the nomination; the name, age, business address, residence address and principal occupation of the nominee; and the number of shares beneficially owned by the nominee. It must also include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws, as well as whether the individual can understand basic financial statements and the candidate’s other board memberships (if any). The nominee’s consent to be elected and serve must be submitted. The Corporate Governance and Nominations Committee may require any nominee to furnish any other information, within reason, that may be needed to determine the eligibility of the nominee. As provided in its Charter, the Corporate Governance and Nominations Committee will follow procedures which the committee deems reasonable and appropriate in the identification of candidates for election to the Board and evaluating the background and qualification of those candidates. Those processes include consideration of nominees suggested by an outside search firm, by incumbent board members, and by shareholders. The Committee will seek candidates having experience and abilities relevant to serving as a director of the Company, and who represent the best interests of shareholders as a whole and not any specific group or constituency. The Committee will consider a candidate’s qualifications and background, including responsibility for operating a public company or a division of a public company, international business experience, a candidate’s technical and financial background or professional qualification, diversity of background and personal experience, and any other public company boards on which the candidate is a director. The Committee will also consider whether the candidate would be “independent” for purposes of the NASDAQ Stock Market and the SEC rules and regulations by our Board. The Committee may, from time to time, engage the services of a professional search firm to identify and evaluate potential nominees. Board Committee Responsibilities and Related Matters The Company has three standing committees of the Board: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominations Committee. All members of each Committee are independent directors who meet the independence and experience standards of NASDAQ. The Board annually selects the directors who serve on each of the Board Committees. Each Board Committee functions pursuant to a written charter. The Board has delegated certain responsibilities and authority to each Board Committee as described below. At each regularly scheduled Board meeting, each Board Committee Chairman (or other designated Board Committee member) reports to the full Board on hishis/her Board Committee’s activities. AuditThe following table reflects the current membership of each Board Committee (as of the date of this proxy):   The Board has an Audit Committee, which from January 1, 2015 to May 18, 2015, was comprised of Michael A. Kitson (Chairman), John A. Forbes, Larry D. Renbarger and Walter E. Wells. M. Scott Welch was appointed to the Board on April 1, 2015 and to the Audit Committee on May 19, 2015. Effective May 19, 2015, the Audit Committee was comprised of Michael A. Kitson (Chairman), John A. Forbes, Larry D. Renbarger, M. Scott Welch and Walter E. Wells. Mr. Renbarger retired from the Board effective August 13, 2015. Effective August 14, 2015, the Audit Committee was comprised of Michael A. Kitson (Chairman), John A. Forbes, M. Scott Welch and Walter E. Wells. Name Audit Committee Compensation Committee Corporate Governance and Nominations Committee JOSEPH M. CERULLI Chair JOHN A. FORBES (1) X X X MICHAEL A. KITSON Chair X X PAMELA R. KLYN X X X DERRICK B. MAYES X X X DENIS G. SUGGS X X X M. SCOTT WELCH X Chair X   The Audit Committee’s responsibilities include oversight responsibilities related to potential material risks to our business including, but not limited to, credit, liquidity and operational risks. In addition, its responsibilities include recommending to the Board the independent accountants to be employed for the purpose of conducting the annual audit of our financial statements, discussing with the independent accountants the scope of their examination, reviewing our financial statements and the independent accountants’ report thereon with our personnel and the independent accountants, and inviting the recommendations of the independent accountants regarding internal controls and other matters. Additionally, the Audit Committee is responsible for approving all non-audit services provided by the independent accountants and reviews these engagements on a per occurrence basis. The Audit Committee’s report is provided on page 7 of this Proxy Statement. The Board has determined that each of the members of the Audit Committee is independent as defined in the NASDAQ listing standards and relevant SEC rules, and meets both the qualifications required to be an audit committee financial expert and the financial sophistication requirements contained in the NASDAQ listing standards. The Audit Committee met 12 times in 2015.These meetings included conference calls with management to review quarterly earnings releases and SEC filings prior to their issuance. For a more detailed list of the roles and responsibilities of the Audit Committee, please see the Audit Committee Charter located in the “Corporate Governance” section of our website atwww.patrickind.com. Compensation Committee The Board has a Compensation Committee, which from January 1, 2015 to May 18, 2015, was comprised of Walter E. Wells (Chairman), John A. Forbes and Michael A. Kitson. M. Scott Welch was appointed to the Board on April 1, 2015 and to the Compensation Committee on May 19, 2015. Effective May 19, 2015, the Compensation Committee was comprised of Walter E. Wells (Chairman), John A. Forbes, Michael A. Kitson and M. Scott Welch. The Compensation Committee met six times in 2015. The primary responsibilities of this Committee include:   (1) Mr. Forbes served as chairman of the Corporate Governance and Nominations Committee from January 1, 2020 through June 11, 2020. 27 ●AUDIT COMMITTEE The Audit Committee’s report is provided on page 22 of this Proxy Statement. For a more detailed list of the roles and responsibilities of the Audit Committee, please see the Audit Committee Charter located in the “Corporate Governance” section of our website at www.patrickind.com. The Board has an Audit Committee for which Michael A. Kitson serves as the Chairman. Mr. Forbes suspended his position on the Audit Committee as of June 12, 2020 upon his appointment as Interim CFO of the Company and resumed his position on November 24, 2020 upon the appointment of a permanent CFO. The Audit Committee met 13 times in 2020. These meetings included conference calls with management to review quarterly earnings releases and SEC filings prior to their issuance. The primary responsibilities of the Audit Committee include: u  Oversight responsibilities related to potential material risks to the business including, but not limited to, credit, liquidity, IT security, and operational risks; u   Recommending to the Board the independent auditors to be employed for the purpose of conducting the annual audit of our financial statements; u   Discussing with the independent auditors the scope of their examination; u   Reviewing our financial statements and the independent auditors’ report thereon with our personnel and the independent auditors; u   Inviting the recommendations of the independent auditors regarding internal controls and other matters; and u   Approving all non-audit services provided by the independent auditors and reviewing these engagements on a per occurrence basis. The Board has determined that each of the current members of the Audit Committee is independent, as defined in the NASDAQ listing standards and relevant SEC rules. In addition, as of the date of this proxy, the Board has determined that four of these members also meet both the qualifications required to be an audit committee financial expert and the financial sophistication requirements contained in the NASDAQ listing standards (Messrs. Forbes, Kitson, Suggs and Welch). 28 COMPENSATION COMMITTEE The Compensation Committee’s report is provided on page 59 of this Proxy Statement. For a more detailed list of the roles and responsibilities of the Compensation Committee, please see the Compensation Committee Charter located in the “Corporate Governance” section of our website at www.patrickind.com. The Board has a Compensation Committee for which M. Scott Welch serves as the Chairman. Mr. Forbes suspended his position on the Compensation Committee as of June 12, 2020 upon his appointment as Interim CFO of the Company and resumed his position on November 24, 2020 upon the appointment of a permanent CFO. The Compensation Committee met five times in 2020. The primary responsibilities of the Compensation Committee include: u Reviewing and recommending to the independent members of the Board the overall compensation programs for the officers of the Company;   ●u Oversight authority to attract, develop, promote and retain qualified senior executive management; and   ●u Oversight authority for the stock-based compensation programs. In its oversight of executive officer compensation, the Compensation Committee seeks assistance from our management and our independent compensation consultant, Willis Towers Watson, as further described below under the heading “Compensation Discussion and Analysis.” Willis Towers Watson’s fees are approved by the Compensation Committee. Willis Towers Watson provides the Compensation Committee with data about the compensation paid by our peer group and industry benchmark groups, updates the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and is available to advise the Compensation Committee regarding all of its responsibilities, including best practices and market trends in executive compensation. Our Compensation Committee has assessed the independence of Willis Towers Watson pursuant to SEC and NASDAQ listing rules and determined that their work did not give rise to any conflicts of interest. The Board has determined that each of the current members of the Compensation Committee is independent as defined in the NASDAQ listing standards and our Corporate Governance Guidelines. Compensation Committee Interlocks and Director Participation During 2020, no executive officer served on the board or compensation committee of any other corporation with respect to which any member of the Compensation Committee was engaged as an executive officer. With the exception of Mr. Forbes, no other member of the Compensation Committee was an officer or employee of the Company during 2020.     In its oversight of executive officer compensation, the Compensation Committee seeks assistance from our management and our independent compensation consultant, Willis Towers Watson, as further described below under the heading “Compensation Discussion and Analysis - Compensation of Executive Officers and Directors”. Willis Towers Watson’s fees are approved by the Compensation Committee. Willis Towers Watson provides the Compensation Committee with data about the compensation paid by our peer group and industry benchmark groups, updates the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction, and is available to advise the Compensation Committee regarding all of its responsibilities, including best practices and market trends in executive compensation. Our Compensation Committee has assessed the independence of Willis Towers Watson pursuant to SEC and NASDAQ listing rules and determined that their work did not give rise to any conflicts of interest. The Compensation Committee’s report is provided on page 33 of this Proxy Statement. The Board has determined that each of the current members of the Compensation Committee is independent as defined in the NASDAQ listing standards and our Corporate Governance Guidelines. For a more detailed list of the roles and responsibilities of the Compensation Committee, please see the Compensation Committee Charter located in the “Corporate Governance” section of our website atwww.patrickind.com.29   Compensation Committee Interlocks and Director Participation During 2015, no executive officer CORPORATE GOVERNANCE AND NOMINATIONS COMMITTEE For a more detailed list of the roles and responsibilities of the Corporate Governance and Nominations Committee, please see the Corporate Governance and Nominations Committee Charter located in the “Corporate Governance” section of our website at www.patrickind.com. The Board has a Corporate Governance and Nominations Committee for which John A. Forbes served as the Chairman until his appointment as Interim Chief Financial Officer on June 12, 2020, at which time Joseph M. Cerulli assumed the role of Chairman of the Corporate Governance and Nominations Committee. Mr. Forbes resumed his position as a member of the Board or compensation committee on November 24, 2020 upon the appointment of a permanent CFO. The Corporate Governance and Nominations Committee met four times in 2020. The primary responsibilities of any other corporation with respect to which any member of the Compensation Committee was engaged as an executive officer. No member of the Compensation Committee was an officer or employee of the Company during 2015. Corporate Governance and Nominations Committee The Board has a Corporate Governance and Nominations Committee, which from January 1, 2014 to May 18, 2015, was comprised of John A. Forbes (Chairman), Joseph M. Cerulli, Michael A. Kitson, Larry D. Renbarger and Walter E. Wells. M. Scott Welch was appointed to the Board on April 1, 2015 and to the Corporate Governance and Nominations Committee on May 19, 2015. Effective May 19, 2015, the Corporate Governance and Nominations Committee was comprised of John A. Forbes (Chairman), Joseph M. Cerulli, Michael A. Kitson, Larry D. Renbarger, M. Scott Welch and Walter E. Wells. Mr. Renbarger retired from the Board effective August 13, 2015. Effective August 14, 2015, the Corporate Governance and Nominations Committee was comprised of John A. Forbes (Chairman), Joseph M. Cerulli, Michael A. Kitson, M. Scott Welch and Walter E. Wells. This Committee met four times in 2015. The primary responsibilities of this committee include:   ●u Assist  Assisting the Board in identifying, screening and recommending qualified candidates to serve as directors;   ●u Recommend  Recommending nominees to the Board to fill new positions or vacancies as they occur;   ●u Review  Reviewing and recommendrecommending to the Board the compensation of directors;   ●u Recommend  Recommending to the Board nominees for election by shareholders at the annual meeting; andAnnual Meeting;   ●u Review  Reviewing and monitormonitoring corporate governance compliance as well as recommend appropriate changes.changes; u   Reviewing the succession planning for our senior executive officers; u   Providing overall oversight of our ESG policies and initiatives and working with management to identify and define relevant ESG topics and programs; and u   Conducting an annual assessment of the Board’s performance. The Board has determined that each of the current members of the Corporate Governance and Nominations Committee (as of the date of this proxy) is independent as defined in the listing standards of the NASDAQ Stock Market and our Corporate Governance Guidelines. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934 requires that certain of our officers, directors and 10% shareholders file with the SEC an initial statement of beneficial ownership and certain statements of changes in beneficial ownership of our common stock. Based solely on our review of such forms and written representation from the directors and officers that no other reports were required, we are unaware of any instances of noncompliance or late compliance with such filings during the fiscal year ended December 31, 2020.   The Board has determined that each of the current members of the Corporate Governance and Nominations Committee is independent as defined in the listing standards of the NASDAQ stock exchange and our Corporate Governance Guidelines. For a more detailed list of the roles and responsibilities of the Corporate Governance and Nominations Committee, please see the Corporate Governance and Nominations Committee Charter located in the “Corporate Governance” section of our website atwww.patrickind.com.30   Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires that certain of our officers, directors and 10% shareholders file with the SEC an initial statement of beneficial ownership and certain statements of changes in beneficial ownership of our common stock. Based solely on our review of such forms and written representation from the directors and officers that no other reports were required, we are unaware of any instances of noncompliance or late compliance with such filings during the fiscal year ended December 31, 2015, except with respect to the late filing of one Form 4 on May 12, 2015 for Walter E. Wells, a director.     EXECUTIVE COMPENSATION The following Compensation Discussion and Analysis (“CD&A”) should be read in conjunction with the executive compensation tables and corresponding footnotes that follow. The discussion focuses on the compensation program approved by the Board for the 20152020 fiscal year for the Named Executive Officers (“NEOs”). References to NAMED EXECUTIVE OFFICERS Todd M. Cleveland, Andy L. Nemeth, Jeffrey M. Rodino, Kip B. Ellis and Jacob R. Petkovich, who are the numberNEOs as of sharesthe date of this Proxy, are shown below along with a brief biography. Joshua A. Boone and per share amountsJohn A. Forbes, who both served as Chief Financial Officer, were NEOs for a portion of 2020 and are included in the Executive Compensation discussionCD&A and relatedaccompanying tables reflect the three-for-two stock split of the Company’s common stock, which was effected in the form of a common stock dividend paid on May 29, 2015.as applicable.   Named Executive Officers included in the 2015 CD & A TODD M. CLEVELAND EXECUTIVE CHAIRMAN OF THE BOARD ANDY L. NEMETH CEO AND PRESIDENT JEFFREY M. RODINO CHIEF SALES OFFICER (CSO) AND EXECUTIVE VICE PRESIDENT OF SALES ► Todd M. Cleveland – President and Chief Executive Officer (CEO) ► Jeffrey M. Rodino – Executive Vice-President of Sales and Chief Operating Officer (COO) ► Andy L. Nemeth – Executive Vice-President of Finance and Chief Financial Officer (CFO)   ► KIP B. ELLIS CHIEF OPERATING OFFICER (COO) AND EXECUTIVE VICE PRESIDENT OF OPERATIONS Courtney A. Blosser – Vice President Human Resources JACOB R. PETKOVICH CHIEF FINANCIAL OFFICER, EXECUTIVE VICE PRESIDENT OF FINANCE, AND TREASURER Effective January 1, 2016,2020, Andy L. Nemeth assumed the positionrole of PresidentCEO of the Company. This position was previously held by Mr. Cleveland from May 2008 through December 31, 2015. Mr. Cleveland will continueCompany and continued in his role as CEO.President. Todd M. Cleveland previously held the role of CEO from February 2009 through December 31, 2019. In addition, Joshua A. Boone,Mr. Cleveland assumed the previous Directorrole of Corporate FinanceExecutive Chairman of the Company effective January 1, 2020. Mr. Forbes, a member of the Company’s Board, assumed the position of Interim CFO upon the resignation of Joshua A. Boone, for the period of June 12, 2020 through November 23, 2020. Jacob R. Petkovich, assumed the position of permanent CFO, effective January 1, 2016.November 24, 2020. For additional details, see footnotes 8 and 10to 12 to the “Summary Compensation Table” on page 27.     47. A brief biography of each of the NEOs (as of the date of this proxy) is as follows: TODD M. CLEVELAND Todd M. Cleveland was appointed Executive Chairman of the Board of the Company in January 2020. Prior to that, Mr. Cleveland was Chairman of the Board from May 2018 to December 2019 and Chief Executive Officer from February 2009 until December 2019. Mr. Cleveland was President of the Company from May 2008 to December 2015, and Chief Operating Officer from May 2008 to March 2013. Prior to that, Mr. Cleveland served as Executive Vice President of Operations and Sales and Chief Operating Officer from August 2007 to May 2008 following the acquisition of Adorn Holdings, Inc. by Patrick in May 2007. Mr. Cleveland has over 30 years of recreational vehicle, manufactured housing, marine and industrial experience in various leadership capacities. ANDY L. NEMETH Andy L. Nemeth was appointed Chief Executive Officer of the Company in January 2020. In addition to this role, Mr. Nemeth serves as President of the Company, a position he has held since January 2016. Mr. Nemeth was the Executive Vice President of Finance and Chief Financial Officer from May 2004 to December 2015, and Secretary-Treasurer from 2002 to 2015. Mr. Nemeth has over 29 years of recreational vehicle, manufactured housing, marine and industrial experience in various financial and managerial capacities. 31   JEFFREY M. RODINO Jeffrey M. Rodino was appointed Chief Sales Officer of the Company in September 2016. In addition to this role, Mr. Rodino serves as the Executive Vice President of Sales, a position he has held since December 2011. Prior to that, he was the Chief Operating Officer of the Company from March 2013 to September 2016, and Vice President of Sales for the Midwest from August 2009 to December 2011. Mr. Rodino has over 27 years of experience in serving the recreational vehicle, manufactured housing, marine and industrial markets. KIP B. ELLIS Kip B. Ellis was appointed Executive Vice President of Operations and Chief Operating Officer of the Company in September 2016. He was elected an officer in September 2016. Mr. Ellis joined the Company as Vice President of Market Development in April 2016. Prior to his role at Patrick, Mr. Ellis served as Vice President of Aftermarket Sales for the Dometic Group from 2015 to 2016. Prior to his tenure at Dometic, Mr. Ellis served as Vice President of Global Sales and Marketing from 2007 to 2015 at Atwood Mobile Products. Mr. Ellis has over 24 years of experience serving the recreational vehicle, manufactured housing, marine and industrial and automotive markets. JACOB R. PETKOVICH Jacob R. Petkovich was appointed as Executive Compensation Plan Highlights:Vice President of Finance, Chief Financial Officer, and Treasurer of the Company in November 2020. Prior to joining Patrick, Mr. Petkovich served as Managing Director in the Leveraged Finance Group of Wells Fargo Securities and predecessor Wachovia Securities from 2004 to 2020, performing in various senior leadership roles responsible for leading, underwriting, structuring and arranging financing solutions to support issuers’ access to the capital markets for acquisition financings, recapitalizations, refinancings and restructurings. 2020 EXECUTIVE COMPENSATION PLAN HIGHLIGHTS     ►u No increase toThe Company established base compensationpay, short-term incentive (“STI”) and long-term incentive (“LTI”) target pay for the CEO positionnewly appointed CEO. All elements of the newly appointed CEO’s compensation were established by the Company in alignment with its peer group and general industry scoping to assure a market-competitive compensation package for total target direct compensation.   ►u No increaseThe Company increased the compensation of each NEO through adjustment to baseone or more of such NEO’s compensation components. Adjustments were made in alignment with Company’s and NEO’s scope increases and to assure a market-competitive compensation package for the other NEOstotal target direct compensation.   ►u The Company implemented Short-Term IncentiveCOVID-19 pandemic related changes to the performance payout metrics for the 2020 STI plan, Company financialwith adjustments to threshold performance metric changed to Net Income from earnings before interest, taxes, depreciationtargets and amortization (“EBITDA”).corresponding payout when below plan.   ►u Short-Term Incentive plan payout mix based on 70%The Company financial performance and 30% personal performance.made no changes to the LTI plan.   ►u Increased personal performance target rating from 3.0 to 3.5; consistent with philosophy of “Raising the Bar”   ► No change to Long-Term Incentive plan architecture ► Short-Term Incentive plan and Long-Term Incentive plan payout targets increased year-over-year to reflect market competitive position for Total Target Direct compensation while salaries remained unchanged, resulting in a higher percentage of “Pay-at-Risk” forBeyond those changes previously disclosed, the CEO and each of the other NEOs. ► No otherCompany made no additional changes year-over-year to the Executive Compensation Plan. SUMMARY OF COVID-19 COMPENSATION ACTIONS The COVID-19 pandemic caused a disruption to the Company’s operations during the latter half of March 2020 and through the month of April 2020. In order to prioritize the safety and well-being of Patrick team members, continue to balance production levels with customer demand, and comply with government mandates while maximizing cash flows and liquidity, the Company temporarily suspended operations at certain facilities during this time period and furloughed certain affected team members with benefits. Additionally, the Company proactively took the following cost containment and financial management measures related to compensation of its NEOs, Board of Directors and other team members: u Messrs. Cleveland and Nemeth voluntarily reduced their salaries by 50% from late March through mid-June 2020;   u The other NEOs and other executives voluntarily reduced their salaries by 25% for the same time period; u Voluntary 50% reduction in cash fees for the Board of Directors for the same time period; u Compensation reduction for salaried team members; and u Freeze on all non-essential hiring Compensation Discussion and Analysis for Executive Officers32   COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”) We believe that theour compensation plan as it relates to ourthe NEOs and other executives should be alignedrequires alignment with the Company’s short-term and long-term organizational strategic agenda and its operating performance and cash flows and assureto ensure appropriate management ownership incommitment to the Company.Company’s success. Messrs. Cleveland, Nemeth, Rodino, NemethEllis, Petkovich, Boone and BlosserForbes comprise our “Named Executive Officers” or “NEOs”,NEOs for fiscal 2020, as such term is used under SEC rules. Our philosophy and objectives are to provide a comprehensive market competitive compensation program designed to attract, retain and motivate the best qualified talents from inside and outside the industry and to align the interests of our senior management team with the interests of our shareholders, both short-short-term and long-term. We utilizelong- term. The Company utilizes a performance management system which is designed“pay-for-differentiated performance” compensation philosophy that establishes base salaries that are generally low relative to drive decisionsour peer group companies while offering the opportunity for greater upside pay by senior managementestablishing performance-based short-term and long-term incentives that are generally high relative to facilitate a ‘Customer 1st-Performance-Based’ culture.our peer group companies. Our performance management system links compensation to achieving or exceeding certain objectives based on our short-term and long-term goals. With the impact of the global pandemic and the imminent downturn in the business expected at that time, and in an effort to engage and retain our NEO group and other key employees, the Board approved a modification to the STI element of our compensation plan. This modification recognized the high likelihood of performing under the 2020 financial plan. Thus, the minimum threshold was reduced from 75% of plan to 50% of plan to achieve 50% payout of the NEO’s short-term incentive target. In addition, the metric used to measure Company performance was changed to operating income from net income, with the elimination of personal performance factors to allow management to focus on the impacts of the global pandemic. See the payout matrix chart on page 35. In May 2020, in order to incentivize and retain the members of its executive management team and certain other team members, the Compensation Committee approved the grant of stock options to each then NEO and to other executive officers and key employees under and in accordance with the terms and conditions of the Company’s 2009 Omnibus Incentive Plan in consideration of the NEOs’ voluntary reduction in salaries and other initiatives and in recognition of their efforts and contributions during this challenging period for the Company. See “Performance and Retention – 2020 Stock Option Grants” on pages 43 and 44. In addition, due to the COVID-19 pandemic, the Compensation Committee waived the performance criteria obligation to meet the third year (2020) of the three year performance criteria set forth in the Long-Term Incentive Plan (“LTIP”) awards granted to the executive officers of the Company in 2018 and reduced the second year (2020) of the three year performance criteria set forth in the LTIP award granted to the executive officers in 2019. Based on the overall performance of the Company in 2020 and each NEOs’ individual contribution to those results, particularly in light of the challenges presented by the COVID-19 pandemic, the Compensation Committee also approved a year-end 2020 discretionary cash bonus for certain of the NEOs. See “Discretionary Bonus” on page 41. In order to meet these objectives, the Compensation Committee has met numerous times over the past yearthroughout 2020 and has conducted independent benchmark studies and analyses, in conjunction with the utilization of a third-party compensation consultant, to develop a comprehensive performance and rewards compensation strategy as it relatesdirectly related to our NEOs and other executives. See “Plan Components” discussion below.on page 37. 2020 Executive Compensation Plan: Pay-at-Risk The 2020 executive compensation plan for the NEOs was designed to compensate and reward the plan participants with “pay-for-differentiated-performance.” The plan design is specifically designated through each compensation component to incrementally reward the NEO as the performance against established key financial metrics is achieved. This plan design places a high degree of emphasis and reward based on variable compensation or “pay-at-risk.” Each element of compensation is outlined below in demonstration of the philosophy and architecture of the plan design. Base Pay (Salary) To implement our variable pay-at-risk philosophy in 2020, we intentionally set the NEOs’ base salaries lower than market-based salaries. The CEO and each of the other NEOs’ original base compensation for 2020 was aligned to the 25th to 50th percentile range of their respective established peer group and general industry data. Executive 2020 Base Pay Fixed or Variable Pay CEO $675,000 Fixed Pay ALL OTHER NEOS COMBINED (1) 1,900,000 Fixed Pay 33     (1) AllotherNEOscomprised ofMessrs.Cleveland,Rodino,EllisandPetkovich, with Mr. Petkovich at his full annual base pay. Messrs. Boone and Forbes are excluded. Non-Equity Incentive Plan Compensation (Short-Term Incentive Plan) The original 2020 Short-Term Incentive Plan (“STIP”) was designed to reward the CEO and each of the other NEOs for differentiated incremental performance against the net income of the plan year (net of 2020 acquisitions) and individual performance goals of each NEO. The STIP is designed to be 100% variable, performance dependent, pay-at-risk. Assuming target performance, the net income metric performance accounts for 70% of the performance payout and each NEO’s personal strategic objectives account for 30% of the performance payout, allowing for differentiation of each individual NEO’s contributions to the performance of the Company. STIP compensation may range from 0 to 200% of target and is 100% variable compensation. If an individual’s performance rating is below the threshold performance rating, such individual is not eligible for a STIP award regardless of Company performance. If the Company’s net income (net of acquisitions) performance is below the threshold Company performance, no individual is eligible for that performance plan year’s annual STIP award regardless of individual performance. The STIP threshold, target, stretch and maximum performance levels for both net income (net of 2020 acquisitions) and personal performance and related payouts, as the STIP was originally designed for 2020, are noted below for reference.           Company Performance (70% of target performance payout) Net Income Performance          Performance to Plan (%)          Payout (%)       LESS THAN THRESHOLD         <75                                    0                     THRESHOLD                    75                   50            TARGET (PLAN)         100                   100            STRETCH         110                   175            MAXIMUM         115                   200                 NEO Individual Performance (30% of target performance payout) Personal Performance    Performance Rating (0-5 Scale)    Payout (%) LESS THAN THRESHOLD    <2.5    0 THRESHOLD    2.5    50 TARGET (PLAN)    3.5    100 STRETCH    4.4    175 MAXIMUM    5.0    200 The STIP target amount for the CEO and each of the other NEOs is designed to align to the 75th percentile range of established peer group and general industry pay percentiles. Executive 2020 Target STIP Fixed or Variable Pay CEO $1,600,000 Variable Pay ALL OTHER NEOs COMBINED (1) $3,375,000 Variable Pay (1) All other NEOs comprised of Messrs. Cleveland, Rodino, Ellis and Petkovich, with Mr. Petkovich at full year target STI awards. Messrs. Boone and Forbes are excluded. 34 2020 Pandemic Impact Modified Non-Equity Incentive Compensation (Short-Term Incentive) As described above, the 2020 STIP was modified in May 2020 following the five weeks of shutdown of certain of the Company’s operations that occurred in late March through the month of April 2020 to reflect the high likelihood of performing under the 2020 financial plan as a result of the impact on our business due to the COVID-19 pandemic and in consideration of the voluntary salary reductions of the NEOs and other executives. In addition to eliminating the personal performance factor from the STIP and having 100% of STIP payouts based on Company performance, the Company performance metric was changed to operating income from net income and the payouts as a percent of target were changed as follows: Operating Income Performance   Performance to Plan (%)    Payout as % of Target THRESHOLD   50    50 TARGET   100    100 Long-Term Incentive Plan Compensation (Long-Term Incentive Plan) The 2020 Long-Term Incentive Plan (“LTIP”) was designed to reward the NEOs for sustained, long-range performance while ensuring incremental reward for differentiated performance against the Company’s three-year cumulative earnings before interest, taxes, depreciation and amortization (“EBITDA”) plan. The design of the LTIP creates 80% of the target value of the award in the form of this performance-dependent variable pay and 20% in the form of retentive, time-based fixed compensation with three-year cliff vesting. The LTIP threshold, target, stretch and maximum performance levels for three-year cumulative EBITDA and related payouts are noted below for reference. 3-Year Cumulative EBITDA    Performance to Plan (%)    Payout (%) LESS THAN THRESHOLD    <80    0 THRESHOLD    80    50 TARGET    100    100 STRETCH    110    150 MAXIMUM    120    200 The LTIP target amount for the CEO and each of the other NEOs is designed to align to the 50th percentile range of peer and general industry pay percentiles. The target value of the LTIP is awarded in Restricted Stock Units (“RSUs”). The table below outlines the target LTIP amount for the CEO and all the other NEOs combined. Executive   2020 Target LTIP   Variable Pay (80%)   Fixed Pay (20%) CEO       $2,300,000       $1,840,000       $460,000 ALL OTHER NEOs COMBINED (1)       3,925,000       3,140,000       785,000 (1) All other NEOs comprised of Messrs. Cleveland, Rodino, Ellis and Petkovich, with Mr. Petkovich at full year target LTI award. Messrs. Boone and Forbes are excluded. 35 Total Target Compensation: Fixed vs. Variable Pay Summary Upon combining all pay elements of the 2020 Executive Compensation Plan, including the special stock option awards and discretionary bonuses described above within the fixed pay element, the percentages of total fixed versus variable pay at target are depicted in the table below.                Total Target Fixed Pay   Total Target Variable Pay Executive    Total Target Compensation            $    %   $    % CEO        $6,365,000                   $2,925,000        46.0 %       $3,440,000        54.0 % ALL OTHER NEOs COMBINED (1)        13,547,800                   7,032,800        51.9 %       6,515,000        48.1 % (1) All other NEOs comprised of Messrs. Cleveland, Rodino, Ellis and Petkovich, with Mr. Petkovich as his full annual salary and full-year target short-term and long-term incentive awards. Messrs. Boone and Forbes are excluded. Excluding the special stock option awards and discretionary bonuses described above from the fixed pay element and combining all the other pay elements of the 2020 Executive Compensation Plan, the percentages of total fixed versus variable pay at target are depicted in the table below.                Total Target Fixed Pay   Total Target Variable Pay Executive    Total Target Compensation            $    %   $    % CEO        $4,575,000                   $1,135,000        24.8 %       $3,440,000        75.2 % ALL OTHER NEOs COMBINED (1)        9,533,300                   3,018,300        31.7 %       6,515,000        68.3 % (1) All other NEOs comprised of Messrs. Cleveland, Rodino, Ellis and Petkovich, with Mr. Petkovich as his full annual salary and full-year target short-term and long-term incentive awards. Messrs. Boone and Forbes are excluded. Executive Compensation Decisions – Participants and Roles Plan Factors, Plan Components and Benchmark Sources Participants and Roles   COMPENSATION COMMITTEE ●u  Reviews and approves, with input from our management team and external advisors, the Company’s executive compensation and benefits programs, including the NEOs.   ●u   Provides annual and ongoing review, discussion, analysis and recommendations regarding the evaluation of the execution of the performance plan for the NEOs against defined business objectives. INDEPENDENT COMMITTEE COMMITTEE CONSULTANT ●u  Provides published survey data, peer group proxy data and analysis and consultation to the Compensation Committee on executive and non-employee director compensation.   ●u   Establishes and maintains an independent perspective to avoid any conflicts of interests while working directly for the Compensation Committee unless the Committee has pre-approved any work to be conducted with management for review by the Committee and approval by the Board. CHIEF EXECUTIVE OFFICER and VICE PRESIDENT OFAND SENIOR HUMAN RESOURCES EXECUTIVE ●u  When requested by the Compensation Committee, provides executive compensation and benefit plan input related to the performance management structure and provides support on compensation and benefit program design and implementation, andas well as compliance and disclosure requirements.   ●    Evaluatesu   The CEO evaluates the performance plans of the President, CSO, COO and CFO VP HR and other executives in accordance with the Board approved plan.   Plan Factors36   Plan Factors There are several key factors the Compensation Committee considers when recommending plan-year executive compensation decisions:   u ● NEOs’ roles, position scope, experience, skill set and performance history;   u ● The external market for comparable roles;   u ● The current and expected business climate; and   u ● The Company’s financial position and operating results. Plan Components The Compensation Committee utilizes its own judgment in approving the components of compensation, benefits, and plan targets for the NEOs. The committeeCompensation Committee further reviews and approves compensation including base compensation, targets, thresholds, and maximums of short-term and long-term incentive compensation. In addition, the Compensation Committee utilizes a third partythird-party compensation consulting firm, Willis Towers Watson, to provide relevant compensation benchmarks for the NEOs and other key leadership roles as well as plan design review and input. TheHolders of approximately 75% of the shares voted in the most recent shareholder advisory vote taken in connection withat our Annual Meeting of Shareholders that was held on May 23, 2013, is taken into consideration by14, 2020 voted to approve the Company’s Compensation Committee with respect to the acceptabilitycompensation of the plan.  In the case of the latest vote in 2013, the plan decisions were approved, thereby providing further validation to the executive compensation decisions and policies.NEOs for fiscal year 2019. The Compensation Committee takes the shareholder advisory voting results, along with any other shareholder input on executive compensation, into consideration as one of several decision points in its executive compensation decision making process for each plan year. Benchmark Sources and Fiscal Year 20152020 Peer Group As described under “Plan Components,” an important factor in establishing executive compensation for 2020 is the external market for comparable roles. Patrick’sIn addition, based on the data utilized from an index of General Industry companies provided by the Central Data Base Survey of Willis Towers Watson, our independent compensation committee consultant, the Compensation Committee updated its benchmark peer group for the period ended December 31, 2015 consisted2020 to include the following companies, which we believe represents an effective comparator group of similar size and with similar scope of revenue and market capitalization. Applied Industrial Technologies, Inc., Armstrong World Industries, Inc., Gibraltar Industries, Inc., NCI Building Systems, Inc., Simpson Manufacturing Co., Inc., and Standard Motor Products, Inc. (all of which were members of the following companies: Accuride2019 peer group) were removed from the 2020 peer group and replaced with Brunswick Corporation, American Woodmark Corporation, Cavco Industries,Cornerstone Building Brands, Inc., Commercial Vehicles,Modine Manufacturing Company, Polaris Inc., DrewThor Industries, Incorporated, Flexsteel Industries, Inc., Haynes International, Inc., PGT, Inc., Spartan Motors Corporation, Strattec Corporation, Shiloh Industries, Inc., Stoneridge, Inc., Twin Disc, Inc. and WinnebagoUFP Industries, Inc. In addition,Patrick utilized data fromin an indexeffort to provide a better aligned peer group for purposes of Durable Goods Manufacturing companies provided by Willis Towers Watson, our independent compensation committee consultant. Fiscal Year 2015 Company Financial Performance Summary The 2015 performance plan year reflected continued overall positive economic conditions, the growthmarket comparison of our core business markets (Recreational Vehicles, Manufactured Housing and Industrial) and the continued focused execution of the Company’s strategic initiatives and capital allocation strategy in accordance withexecutive compensation packages based on our strategic plan. As our business plan was executed, the Company continued to grow both organically and through acquisitions during 2015. The Company continued to execute on a Company-wide market and performance-based rewards platform consistent with achieving and exceeding our planned and targeted operating results, including six consecutive years of revenue growth and net income growth (on an adjusted basis as described in the footnote to the chart below) for the NEOs and all performing team members.general guidelines.   u  American Woodmark Corporation   u   Apogee Enterprises, Inc. u   Brunswick Corporation u   Cavco Industries, Inc. u   Cornerstone Building Brands, Inc. u   EnPro Industries , Inc. u   Hyster-Yale Materials Handling, Inc. u   LCI Industries, Inc    (1)u  Masonite International Corporation 2012 excludes the benefit of the income tax credit associated with net operating losses of $6.8 million. u   Modine Manufacturing Company u   Mueller Industries, Inc. u   Polaris Inc. u  Thor Industries, Inc. u   UFP Industries, Inc. u   Wabash National Corporation u   Winnebago Industries, Inc.     37 Fiscal Year 20152020 Executive Compensation   Compensation and Benefits Benefits Components Description and Purpose Base SalaryBASE SALARY Cash payments reflecting a market competitive position for performance of functional role. Short-Term IncentivesSHORT-TERM INCENTIVES Lump sum cash payments reflective of approved pay-for-performance plan and the relative achievements of the business and individual performance objectives. The Board reserves the right at any time to award discretionary bonuses to senior management based on outstanding performance or other factors. Long-Term IncentivesLONG-TERM INCENTIVES Stock vehicle grants reflecting approved pay-for-performance plan and the relative long-term achievement of the business performance plans as well as the Company’s desire to retain highhigh- performing talent and align the interests of senior management with shareholder interests. Executive Health and Welfare BenefitsEXECUTIVE HEALTH AND WELFARE BENEFITS We do not have healthHealth and welfare benefits outside themirror scope of our standard plans for all employees. Voluntary Deferred Compensation PlanVOLUNTARY DEFERRED COMPENSATION PLAN Voluntary deferred compensation plan whereby highlyHighly compensated individuals can elect to voluntarily defer all or a portion of their wages in any given year subject to applicable laws and restrictions. Designed to supplement market competitive position and further drive retention of key executives. Other CompensationOTHER COMPENSATION Other compensation includes automobileincludes: Automobile allowance, Company contributions pursuant to the Patrick Industries, Inc. 401(k) Plan and Company contributions to individual Health Savings Accounts, and health club reimbursement pursuant to the Company’s general health and wellnesswelfare program. Executive Retirement Plan Supplemental executive retirement program based on a formula of base wages, service and other criteria designed to retain key senior talent. Severance BenefitsSEVERANCE BENEFITS We provide reasonableReasonable and customary transition support aligned to market benchmark data. Compensation Components – Mix and Levels Base Salary The Compensation Committee reviews and approves the base salaries of the NEOs each year, as well as at the time of promotion, change in job responsibilities or any other change deemed to be a material event. Base salaries are set during the first quarter of each year. The Compensation Committee sets the salary for the President and CEO and approves the base salaries for the other NEOs based on recommendations by the President and CEO. When determining base salary adjustments for its NEOs, the Compensation Committee considers a combination of (1) peer group data, (2) market data, including industry norms and benchmarking data from companies of similar size and scope and (3) outstanding Company and individual performance. In general, the Compensation Committee targets the 25th – 50th25th to 50th percentile of the Company’s peer group in determining base salaries. Effective January 2020, the changes to the base salaries for Messrs. Nemeth and Cleveland reflect Mr. Nemeth’s promotion to the 75th – 100th percentilerole of CEO of the Company’s peer group for determining short-term incentive compensation.Company and his continued role as President. Mr. Cleveland, who previously held the role of CEO from February 2009 through December 31, 2019, assumed the role of Executive Chairman of the Company effective January 1, 2020. 38   The Board maintainedincreased the CEO salary in 2020 as a result of Mr. Nemeth’s individual performance and increased role in developing and executing the Company’s growth strategy and peer comparator group market data alignment. The other NEOs’ base salaries for the NEOs at the same level for 2014salary increases were based on peer group data market alignment and 2015, aligning with our “pay-for-differentiated-performance” philosophy. The following table summarizes the 2014 and 2015 base salaries as approved by the Board for the NEOs:individual performance contributions.   Name / Benefit    2019 Base Salary    2020 Base Salary    % Increase/Decrease TODD M. CLEVELAND        $750,000        $600,000        (20.0 %) ANDY L. NEMETH        500,000        675,000        35.0 % JEFFREY M. RODINO        425,000        425,000        — % KIP B. ELLIS        450,000        450,000        — % JACOB R. PETKOVICH (1)        —        425,000        — % JOSHUA A. BOONE (2)        400,000        400,000        — % JOHN A FORBES (3)        —        375,000        — %   Name   2014 Base Salary – 2/19/14     2015 Base Salary – 1/1/15     % Increase 1/1/15   Todd M. Cleveland   $ 550,000     $ 550,000       - % Jeffrey M. Rodino     275,000       275,000       - % Andy L. Nemeth     265,000       265,000       - % Courtney A. Blosser     210,000       210,000       - % (1) Mr. Petkovich assumed the position of CFO effective November 24, 2020. The amount shown represents his full annual salary. The amount actually paid in 2020 was pro-rated based on his period of service. See “Chief Financial Officer Employment Agreement” on page 56.   (2) Mr. Boone resigned from the Company effective June 12, 2020. The amount shown represents his full annual salary. The amount actually paid in 2020 was pro-rated based on his period of service.   (3) Mr. Forbes, a member of the Company’s Board, assumed the position of Interim CFO upon the resignation of Mr. Boone, for the period of June 12, 2020 through November 23, 2020. The amount shown represents his full annual salary. The amount actually paid in 2020 was pro-rated based on his period of service. Non-Equity Incentive Plan Awards The Annual Non-Equity Incentive Plan Awards (“Short-Term Incentives” or “STIs”)short-term incentive portion of the 2020 compensation plan consists of annual non-equity incentive plan awards, which are reviewed and approved each year and are based on the achievement of a combination of the Company’s financial results and the individual’s performance against defined objectives. Several key components were considered in the development of the 2015 STI plan2020 STIP to align the STIsSTIP with shareholder interest by measuring the Company’s financial performance andperformance. As discussed above, the individual’s performance in support2020 STIP was modified to reflect the impact of the Company’s short-COVID-19 pandemic. In addition to eliminating the personal performance factor from the STIP and long-term strategies.having 100% of STIP payouts based on Company performance, the Company performance metric was changed to operating income from net income. These components include:are noted on pages 34 and 35. The STI metric components based on the adjusted STIP for 2020 are as follows:   ● Company performance (70% weighting), which is measured by the Company’s Net Income performance; 2020 STIP Award Component (Adjusted)    Threshold Performance   Target Performance COMPANY PERFORMANCE (OPERATING INCOME) (1)    $87.4MM   $174.8MM PAYOUT AS A PERCENTAGE OF TARGET AWARD    50%   100%     ● (1) Individual performance (30% weighting), which is measured by actions and initiatives related to four strategic objectives linked to the Company’s organizational strategic agenda for the plan year. For each of the NEOs, a target STI award is established as a percentage of base salary. The portion of the STI award that is tied to individual performance is based on the Compensation Committee’s assessment of an individual’s performance against defined objectives (30% weighting), with the NEOs each receiving an individual performance rating ranging from 0.0 to 5.0. The Company performance component of the STI award is based upon the Company’s Net Income achieved versus target Net Income (70% weighting), with the actual results correlated to established performance targets and corresponding payout thresholds. The threshold Company Net Income performance is 75% of target Net Income and the maximum Company Net Income performance is capped at 120% of target Net Income. The threshold, target and maximum performance metrics for the 2015 STI plan are outlined below: 2015 STI Award Component ThresholdPerformance TargetPerformance MaximumPerformance Company Performance (Net Income) (1) ($28.664MM) ($38.219MM) ($45.863MM) Individual Rating 2.5 3.5 5.0 Payout Percentage 50% 100% 200% (1) All Net Incomeoperating income targets are net of the contributions of 20152020 acquisitions.   If an individual’s performance rating is below the threshold rating of 2.5, such individual is not eligible for an STI award regardless of Company performance. If the Company’s Net Income performance is below the threshold Company performance of $28.664 million, no individual is eligible for that performance plan year’s annual STI award regardless of individual performance. 39   The individual rating corresponds to a payout ranging from 50% (threshold) to 200% (maximum), and the Company performance is translated into a payout as a percentage of target ranging from 50% (threshold) to 200% (maximum).The individual and Company payout percentages are multiplied by the weighted payout (70% Company performance, 30% individual performance) to establish an aggregate payout as a percentage of the target payout, which is then multiplied by the target STI award to determine the actual dollar award. The range of potential 2015 aggregate payout percentages of the target STI award was as follows: ● Threshold individual and Company performance - 50% ● Target individual and Company performance - 100% ● Maximum individual and Company performance - 200% The Company achieved plan adjusted fiscal 2015 Net Income2020 operating income of $39.992$166.4 million (net of 2020 acquisitions) which equated to 105%95.0% of the target Company performance. When combined withreferring to the individual performance rating for each NEO,modified 2020 STIP payout matrix on page 35, the actual STISTIP award payouts for 20152020 were as follows:   Name   2015 Base Salary ($)     Target Award as a % of Base Salary(1)     Target STI Award ($)     Actual Award Amount as a % of Target Award     Actual 2015 STI Award Payout ($)   Todd M. Cleveland   $ 550,000       163.6%     $ 900,000       150.00%     $ 1,350,090   Jeffrey M. Rodino     275,000       145.5%       400,000       143.74%       574,960   Andy L. Nemeth     265,000       126.4%       335,000       146.26%       489,971   Courtney A. Blosser     210,000       83.3%       175,000       138.76%       242,830   Name / Benefit    2020 Base Salary (1)    Target Award as a % of Base Salary (2)   Target STI Award    Actual Award Amount as a % of Target Award   Actual 2020 STI Award Payout   TODD M. CLEVELAND        $600,000          233.3 %       $1,400,000        95 %       $1,330,000 ANDY L. NEMETH        675,000        237.0 %       1,600,000        95 %       1,520,000 JEFFREY M. RODINO        425,000        147.1 %       625,000        95 %       593,750 KIP B. ELLIS        450,000        155.6 %       700,000        95 %       665,000 JACOB R. PETKOVICH (3)        425,000        152.9 %       650,000        N/A       250,000 JOSHUA A. BOONE (4)        400,000        125.0 %       500,000        N/A       150,000 JOHN A. FORBES (5)        375,000        106.7 %       400,000        95 %       221,667     (1) The 2020 Base Salary for each of the NEOs reflects the amount as though the NEO were employed by the Company for the full 2020 fiscal year. (2) The target award as a percentage of base salary for the NEOs, with the exception of Messrs. Petkovich and Forbes, was determined by the Compensation Committee and applied to the base salary in effect as of February 18, 2015. An increasedJanuary 2020. The target award as a percentage of base salary was established for each NEO in 20152020 in alignment with the Company’s “pay-for-differentiated-performance”“pay-for-differentiated-performance” philosophy, market competitive positions for earned payout and further enhancement of the pay-at-risk for each NEO.   (3) The actual 2020 STI award payout shown above for Mr. Petkovich was guaranteed per the terms of his employment agreement dated November 24, 2020. All other amounts reflected in the table are calculated based on his service for the full 2020 fiscal year. While these targets were used in fiscal year 2015, (4) Mr. Boone’s actual 2020 STI award payment was prorated for his period of service from January 1, 2020 through June 12, 2020, the date on which his employment with the Company terminated. All other amounts reflected in the table are calculated based on his service for the full 2020 fiscal year. (5) Mr. Forbes’ target STI award represents his full year target award, which was prorated based on his period of service as Interim CFO of the Company. The actual 2020 STI award payout equated to 95% of the pro-rated target award and was based on Company performance as noted above. Short-Term Equity Incentive Plan Awards In 2020, the Compensation Committee reservesof the rightBoard granted short-term equity incentive plan awards to modify, cancel, change or reallocate any components of this calculation or criteria at any time.Messrs. Petkovich and Forbes as follows:   Each NEO’s individual performance rating takes into account four strategic performance objectives in assessing the personal performance of the NEOs named in the Summary Compensation Table for 2015. The fourstrategic objectives are specific for each NEO and are linked to the Company’s strategic plan and that year’s organizational strategic agenda and include, among others: (1) improving the revenue and profitability of business units under the leadership and control of the NEO; (2) the introduction of new product lines and product line extensions to achieve target revenue growth levels and market share; (3) the ongoing evaluation of strategic opportunities related to our capital allocation strategy and the execution of those opportunities, as appropriate; and (4) objectives linked to developing and managing talent consistent with the Company’s values, and enhancing and developing the leadership capabilities of the Company’s future leaders.  Name / Benefit Time-Based Share Award (Shares) JACOB R. PETKOVICH (1) 5,000 JOHN A. FORBES (2) 3,000   The individual objectives for the NEOs are initially developed for each NEO by the Compensation Committee to guide their planned respective contribution toward the Company’s strategic and financial goals for the plan year, and reviewed and approved by either the CEO or by the Board, in the CEO’s case. (1) The Compensation Committee of the Board approvedashort-termequityincentiveplanaward for Mr. Petkovich as statedperthe termsofhisemploymentagreement dated November 24, 2020,consistingof5,000time-basedsharesthatbecame100%vestedonJanuary26,2021.   In assessing the NEOs’ individual performance, the Compensation Committee is provided with detailed quantitative documentation substantiating individual performance against each individual objective. The Compensation Committee looks to the CEO’s performance assessments of the other NEOs and his recommendations regarding a performance rating for each, as well as input from the non-management Board members. These recommendations may be adjusted by the Compensation Committee prior to finalization. The personal performance assessment of our CEO is determined by the Compensation Committee with input from members of the Board. (2) The Compensation Committee of the Board approved a short-termequityincentiveplanawarddated November 27, 2020 for Mr. Forbes inrecognitionofhisserviceasInterimCFO,consistingof3,000 time-basedsharesthatbecame 100%vested as of thegrantdate.   While the achievement of corporate objectives is quantified with an individual rating, each NEO’s relative contribution to those objectives is only one qualitative component against which the individual’s performance is assessed by the Compensation Committee.Based upon their individual achievements, as evaluated by the Compensation Committee, and by the CEO for Messrs. Rodino, Nemeth and Blosser, the individual performance rating achieved by each of these four NEOs exceeded the target performance rating of 3.5 set by the Compensation Committee.   Discretionary Bonus Payment40   Discretionary Bonus The Compensation CommitteeBoard reviewed the overall 2015 performance of the Company comparedin 2020 and each NEOs’ individual contribution to the established peer group. In recognitionthose results and approved a year-end 2020 discretionary cash bonus for certain of the achievement of a third consecutive year of record revenues and net income and the successful execution of a number of strategic priorities, and after reviewing key performance metrics which included: (1) Total Shareholder Return, 2) Return on Equity and 3) Return on Invested Capital, the Compensation Committee recommended and the Board approved, a discretionary bonus payment to Messrs. Rodino, Nemeth and Blosser for their leadershipNEOs as noted in the achievement of these results as outlined in the tablechart below: Name 2020 Discretionary Bonus Award TODD M. CLEVELAND $70,000 ANDY L. NEMETH 80,000 JEFFREY M. RODINO 35,000 KIP B. ELLIS 35,000 JACOB R. PETKOVICH (1) — JOSHUA A. BOONE (2) — JOHN A. FORBES 11,666   Name(1) 2015 Discretionary Bonus Payment Jeffrey M. Rodino $ 35,040 Andy L. Nemeth    70,029 Courtney A. Blosser    27,170Mr.Petkovich was appointed CFO effectiveNovember24,2020.   (2) Mr.Boone’s employment with theCompany terminated onJune12,2020. Long-Term Equity Incentive Plan We believe that long-term incentive compensation represents an important and appropriate motivational tool to achieve certain long-termlong- term Company goals and closely align the interests of our management team with those of our shareholders. Our Executiveexecutive officers participate in our long-term incentive plan (“LTIP”) as a result of their ability to make a significant contribution to the Company’s financial performance, their level of responsibility, their ability to meet performance objectives and their leadership potential and execution. In 2015,2020, the Compensation Committee implementedadopted a Board approved pay-for-performance“pay-for-differentiated-performance” based Long-Term Incentive Plan (“20152020 LTIP”) for the NEOs.NEOs as noted on page 35. The 20152020 LTIP utilizes a long-term incentive target award, which is established as a percentage of base compensation for each of the NEOs. The target award is comprised of a restricted share award (80% of which is performance-contingent and 20% of which is time-based). In determining the number of shares comprising the restricted share award, the target value of the restricted share component is divided by the stock price per share as established by the Board for the particular plan year, reflecting the trading price range of the common stock preceding the grant date ($29.0050.00 for the 20152020 LTIP award). The awarded target shares vest over a three-year time/performance period. Time-based shares cliff vest at the conclusion of the three-year period from the grant date. The performance contingentperformance-contingent shares are earned based on the achievement of three-year cumulative Company EBITDA performance (2015-2017)(2020 to 2022) against target from 0% up to a maximum payout of 150%200% of target. The 20152020 LTIP further reflectedreflects the Company’s “pay-for-differentiated-performance”“pay-for-differentiated-performance” philosophy through the continued use of a performance dependentits upside potential for performance in excess of target levels that was first implemented withlevels. For 2020, the 2013 LTIP. The target as a percentage of base compensation was increased for all NEOs in alignment ofwith the Company’s “pay-for-differentiated-performance”“pay-for-differentiated-performance” philosophy, market competitive positions for earned payout and enhancementthe increased component of the pay-at-risk compensation for each NEO. The table below shows a sample calculation of 20152020 LTIP award components:             Base Salary ($)         Target Award as a % of Base Salary     Target Award ($) (1,551 Restricted Shares @ $29.00 per share) Restricted Shares Target Award - Performance-Contingent (80%) (Shares @ $29.00 per share)   Restricted Shares Target Award –  Time-Based (20%) (Shares @ $29.00 per share) $150,000 30% $45,000 1,241 310 Base Salary     Target Award as a % of Base Salary     Target Award (900 Restricted Shares @ $50.00 per share)     Restricted Shares Target Award: Performance-Contingent (80%) (Shares @ $50.00 per  share)     Restricted Shares Target Award: Time-Based (20%) (Shares @ $50.00 per share)   $ 150,000       30 %    $ 45,000       720       180   The restricted share award is divided into (1) restricted shares with time-based vesting (“Time-Based Shares”) and (2) restricted shares with performance-based vesting (“Performance-Contingent Shares”). The Compensation Committee believes that the use of Time-Based Shares and Performance-Contingent Shares aligns the NEOs’ focus with the Company’s long-term financial performance objectives and assures that significant retention value of the granted equity is maintained for each NEO. The 2015 LTIP restricted share component is further defined below:   2015 LTIP Restricted Share Component:41   ● Time-Based Shares – 20% of the shares comprising the restricted share award are Time-Based Shares with a three-year cliff vesting period.   ● Performance-Contingent Shares – 80% of the shares comprising the restricted share award are Performance-Contingent Shares; award vesting is contingent upon achieving the Company’s cumulative EBITDA performance versus target EBITDA over a three-year measurement period. For the Performance-Contingent Shares, the Company’s cumulative three-year EBITDA performance is placed on a scale ranging from 0.0 to 5.0, with threshold EBITDA performance of 80% of target EBITDA (a 2.0 rating) and maximum Company EBITDA performance of 120% of target EBITDA (a 5.0 rating). The threshold, target, stretch and maximum performance metrics for the 20152020 LTIP are outlined below:       Plan Component Threshold EBITDA Performance(1) (2.0 Rating) Payout as % of target Target EBITDA Performance(1) (3.0 Rating) Payout as % of target Maximum EBITDA Performance(1) (5.0 Rating) Payout as % of target Time-Based Shares 100% 100% 100% Performance-Contingent Shares 50% 100% 150% Plan Component   Threshold EBITDA Performance (1) Payout as % of Target   Target EBITDA Performance (1) Payout as % of Target   Stretch EBITDA Performance (1) Payout as % of Target   Maximum EBITDA Performance (1) Payout as % of Target TIME-BASED SHARES       100 %       100 %       100 %       100 % PERFORMANCE-CONTINGENT SHARES       50 %       100 %       150 %       200 %   (1) The Company EBITDA performance is measured as the cumulative EBITDA achieved in 2015, 20162020, 2021 and 2017.2022. The target 20152020 LTIP award components for the NEOs in 20152020 were as follows:           Name Total Target Award as a % of Base Salary       Total Target Award ($)   Target Time-Based Share Award (Shares) Target Performance- Contingent Share Award (Shares) Todd M. Cleveland 227.27% $1,250,000 8,620 34,484 Jeffrey M. Rodino 90.91% 250,000 1,724 6,897 Andy L. Nemeth 84.91% 225,000 1,551 6,207 Courtney A. Blosser 47.62% 100,000 690 2,758 Name / Benefit   Total Target Award as % of Base Salary   Total Target Award   Total Target Award (Shares)   Target Time-Based Share Award (Shares)   Target Performance- Contingent Share Award (Shares) TODD M. CLEVELAND       250.0%         $1,500,000       30,000       6,000       24,000 ANDY L. NEMETH       340.0%         2,300,000       46,000       9,200       36,800 JEFFREY M. RODINO       141.1%         600,000       12,000       2,400       9,600 KIP B. ELLIS       222.2%         1,000,000       20,000       4,000       16,000 JACOB R. PETKOVICH (1)       N/A         N/A       N/A       N/A       N/A JOSHUA A. BOONE       150.0%         600,000       12,000       2,400       9,600 JOHN A. FORBES (2)       —       —       —       —       —   (1) Per the terms of his employment agreement dated November 24, 2020, Mr. Petkovich was granted (i) a long-term equity incentive award consisting of 4,000 target Time-Based Shares and 16,000 target Performance-Based Shares, and (ii) a short-term equity incentive award consisting of 5,000 Time-Based Shares that became 100% vested on January 26, 2021. See “Short-Term Equity Incentive Awards” above for additional details. (2) The 2020 equity incentive plan compensation for Mr. Forbes did not contain an LTIP component. 42 Individual NEO threshold, target, stretch and maximum payouts in shares for each long termlong-term incentive component of the 20152020 LTIP are outlined below:   Name   Threshold EBITDA Performance (2.0 Rating) Component Award (Shares)     Target EBITDA Performance (3.0 Rating) Component Award (Shares)     Maximum EBITDA Performance (5.0 Rating) Component Award (Shares)   Time-Based Shares(1)                         Todd M. Cleveland     8,620       8,620       8,620   Jeffrey M. Rodino     1,724       1,724       1,724   Andy L. Nemeth     1,551       1,551       1,551   Courtney A. Blosser     690       690       690   Performance-Contingent Shares(1)                         Todd M. Cleveland     17,242       34,484       51,725   Jeffrey M. Rodino     3,448       6,897       10,345   Andy L. Nemeth     3,104       6,207       9,311   Courtney A. Blosser     1,379       2,758       4,138   Name / Benefit   Threshold EBITDA Performance Component Award (Shares)   Target EBITDA Performance Component Award (Shares)   Stretch EBITDA Performance Component Award (Shares)   Maximum EBITDA Performance Component Award (Shares) TIME-BASED SHARES (1) (2) TODD M. CLEVELAND       6,000       6,000       6,000       6,000 ANDY L. NEMETH       9,200       9,200       9,200       9,200 JEFFREY M. RODINO       2,400       2,400       2,400       2,400 KIP B. ELLIS       4,000       4,000       4,000       4,000 JACOB R. PETKOVICH (3)       —       4,000       —       — JOSHUA A. BOONE (4)       2,400       2,400       2,400       2,400 JOHN A. FORBES (5)       —       —       —       — PERFORMANCE-CONTINGENT SHARES (1) TODD M. CLEVELAND       12,000       24,000       36,000       48,000 ANDY L. NEMETH       18,400       36,800       55,200       73,600 JEFFREY M. RODINO       4,800       9,600       14,400       19,200 KIP B. ELLIS       8,000       16,000       24,000       32,000 JACOB R. PETKOVICH (3)       —       16,000       —       — JOSHUA A. BOONE (4)       4,800       9,600       14,400       19,200 JOHN A. FORBES (5)       —       —       —       —   (1) Represents the number of shares for the threshold, target, stretch and maximum payouts for the Time-Based Shares and Performance-Contingent Shares for the 20152020 LTIP award.   (2) The Time-Based Shares cliff vest at the conclusion of the required three-year service period for all NEOs with the exception of Mr. Petkovich. (3) Per the terms of his employment agreement, Mr. Petkovich’s Time-Based Shares will vest pro-rata over three years for fiscal years ending December 31, 2021, 2022 and 2023, and the Performance-Based Shares will vest pro-rata over three years based on the meeting of the Company’s performance targets for fiscal years ending December 31, 2021, 2022 and 2023 at target. (4) Mr. Boone’s Time-Based Shares and Performance-Based Shares were forfeited upon the termination of his employment with the Company effective June 12, 2020. (5) The 2020 equity incentive plan compensation for Mr. Forbes did not contain an LTIP component. The Company records the estimated compensation expense over the life of the LTIP Plan Performance Periodperformance period assuming the maximumstretch payout (150%) and adjusts its estimates on a periodic basis, if required. For Mr. Petkovich’s Performance-Based award, the Company records estimated compensation expense over the life of the LTIP plan performance in alignment with the Company‘s LTIP program target payout (100%). The NEOs have all voting rights with respect to all of the shares as of the date of grant and the shares will be returned to the Company in the event that performance targets or time-based vesting requirements are not achieved. The actual payout under the 20152020 LTIP for all the NEOs, with the exception of Mr. Petkovich, will be determined at the conclusion of the three-year performance period ending on December 31, 20172022 (the third year in the cumulative EBITDA performance measurement period) and payment of the award will be settled in stock. See “Potential Payments Upon Termination or Upon a Change inof Control” on pages 32 and 3354 to 58 payable to each of the NEOs upon termination or a change in control. Performance and Retention—2020 Stock Option Grants In May 2020, the Compensation Committee granted long-term incentive grants, comprised of stock options, under the 2009 Omnibus Incentive Plan (the “May 2020 Grants”) to each NEO, with the exception of Messrs. Petkovich and Forbes, in recognition of the NEOs’ performance and proven leadership, particularly during the COVID-19 pandemic, and in an effort to retain their employment with the Company. In addition, in November 2020, the Compensation Committee granted a long-term incentive grant, comprised of stock options, 43   2015 NEO under the 2009 Omnibus Incentive Plan (the “November 2020 Grant”) to Mr. Petkovich upon his appointment as CFO of the Company. The May 2020 Grants and November 2020 Grant are comprised of stock options to align the May 2020 Grants and November 2020 Grant with shareholder interests of performance and growth. Unvested options are subject to forfeiture if the NEO’s employment with the Company is terminated prior to vesting. The option grant structure and vesting periods are noted in the table below. Stock Option Grants Structure and Vesting Pursuant to the May 2020 Grants and the November 2020 Grant, the Company’s Compensation Committee approved the grants of stock options under the 2009 Omnibus Incentive Plan for the NEOs noted below at an exercise price per share of $41.33 for Messrs. Cleveland, Nemeth, Rodino, Ellis and Boone, and $66.66 for Mr. Petkovich (collectively, the “2020 Options”). The 2020 Options vest in 35%, 35% and 30% increments on May 14, 2021, 2022 and 2023, respectively, and have nine-year contractual terms. Name Stock Option Award (Shares) TODD M. CLEVELAND 90,000 ANDY L. NEMETH 120,000 JEFFREY M. RODINO 60,000 KIP B. ELLIS 60,000 JACOB R. PETKOVICH 30,000 JOSHUA A. BOONE (1) 60,000 JOHN A. FORBES (2) — (1) Mr. Boone’s 2020 Options were forfeited upon the termination of his employment with the Company effective June 12, 2020. (2) The 2020 equity incentive plan compensation for Mr. Forbes did not contain a stock option award component. Stock Ownership Requirement The NEOs are required to maintain a pre-defined multiple of base salary in the form of ownership of the Company’s common stock based on the Board establishedBoard-established target price for a particular plan year that is to be achieved over a period of three years, in the event the condition is not met. The Company does not have a specific holding/retention period for stock options and stock appreciation rights (“SARS”) exercised or for the vesting of stock-based grants. For each of the NEOs employed by the Company as of December 31, 2020, with the exception of Mr. Petkovich as described below, their respective total common stock ownership for the year ended December 31, 2020 exceeded the stock ownership requirement. The following table sets forth information about the required share value of the Company’s common stock to be owned by each NEO for the year ended December 31, 2015:2020:       Name   2015 Base Salary 2015 Multiple of Base Salary Required Total Share Value ($)(1) Todd M. Cleveland $550,000 4X $2,200,000(2) Jeffrey M. Rodino 275,000 2X 550,000(2) Andy L. Nemeth 265,000 2X 530,000(2) Courtney A. Blosser 210,000 1.5X 315,000(2) Name   2020 Base Salary   2020 Multiple of Base Salary   Required Total Share Value (1) TODD M. CLEVELAND       $600,000       4X       $2,400,000 ANDY L. NEMETH       675,000       4X       2,700,000 JEFFREY M. RODINO       425,000       2X       850,000 KIP B. ELLIS       450,000       2X       900,000 JACOB R. PETKOVICH (2)       425,000       2X       850,000 JOSHUA A. BOONE       400,000       2X       800,000 JOHN A. FORBES (3)       375,000       —       —   (1) Inclusive of the fair value of stock option valuation,options, SARS, restricted stock awards, and restricted stock units awarded by the Company and shares purchased by the NEO in the open market.     44 (2) Each NEO’s total commonMr. Petkovich’s was a newly appointed officer in November 2020 and has three years to attain the stock ownership for the year ended December 31, 2015 exceeded the 2015 requirement.   (3) The Board did not establish a required total share value for Mr. Forbes in his role as Interim CFO. Supplemental Long-Term Incentive Grant for NEOs In 2014,The Company does not have a policy that prevents employees or directors from engaging in recognitionhedging transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the leadership, executionCompany’s equity securities, and performance of Messrs. Rodino, Nemeth and Blosser throughout the Company’s five-year strategic planning period from 2009 through 2013, and in an effort to retain the proven performance capabilities and leadership talent of the three aforementioned NEOs and to provide an incentive to define, develop, drive, and establish a platform to execute the Company’s five-year strategic plan for the period from 2014 to 2018 and drive operating results, the Compensation Committee developed and recommended a Board approved Supplemental Long-Term Incentive Grant (the “Grant”) for Mr. Rodino, Mr. Nemeth and Mr. Blosser. The Grant is comprised Performance Share Units (“PSUs”) and is directly aligned to shareholder interests of performance, growth and shareholder return. The PSUssuch transactions are to be settled in shares of Patrick common stock. Each NEO listed above will be granted a portion of their total award in the plan years of 2014, 2015 and 2016. Each Grant is scheduled to cliff vest at the conclusion of the three-year performance period and become payable as shares of common stock if the minimum threshold performance is achieved at the end of the performance period. The threshold performance of each grant is 80% of the 3-year cumulative EBITDA target for 2014, 2015 and 2016 established under the Company’s LTIP discussed above. The payout for threshold performance is 75% of the target award (noted in the table below). The maximum performance of each grant is 125% of the 3-year cumulative EBITDA target for 2014, 2015 and 2016 established under the Company’s LTIP. The payout for maximum performance under the plan is 125% of the target award (noted in the table below). Unvested PSUs are subject to forfeiture if Mr. Rodino’s, Mr. Nemeth’s or Mr. Blosser’s employment with the Company is terminated under certain circumstances before the PSUs vest.The Grant structure at target performance is also noted in the table below:generally permitted. Name Year 1 – 2014 PSUGrant (shares) Threshold/Target/Maximum Year 2 – 2015 PSUGrant (shares) Threshold/Target/Maximum Year 3 – 2016 PSU Grant (shares) Threshold/Target/Maximum Jeffrey M. Rodino 6,600 / 8,801 / 11,000 6,600 / 8,800 / 11,000 6,600 / 8,800 / 11,000 Andy L. Nemeth 6,600 / 8,801 / 11,000 6,600 / 8,800 / 11,000 6,600 / 8,800 / 11,000 Courtney A. Blosser 3,300 / 4,399 / 5,500 3,300 / 4,400 / 5,500 3,300 / 4,400 / 5,500 Non-Qualified Stock Options There were no non-qualified stock options granted in 2015 to the NEOs. A description of all stock awards held by the NEOs as of the end of fiscal 2015 is contained in the “Outstanding Equity Awards at December 31, 2015” table on pages 29 and 30. We reserve the right at any time to grant options under our Patrick Industries, Inc. 2009 Omnibus Incentive Plan. Executive Retirement Plan and Non-Qualified Excess Plan Executive Retirement Plan As part of a long termlong-term compensation program established prior to the Company’s acquisition of Adorn in 2007, the Company maintains a non-qualified executive retirement plan (the “Executive Retirement Plan”) for Mr. Nemeth. According to the provisions of the Executive Retirement Plan, Mr. Nemeth is entitled to receive annually 40% of his respective highest annual base wages earned in the last three years prior to retirement or termination from the Company paid over ten years in 260 consecutive bi-weekly payments. Mr. Nemeth became fully vested in the Executive Retirement Plan on May 18, 2007 pursuant to a change of control event, which occurred on May 18, 2007, as a result of the Adorn acquisition and the Company’s private placement of shares to Tontine. No new employees have been invited to participate in the Executive Retirement Plan since January 1, 2007. Non-Qualified Excess Plan The Company maintains a voluntary non-qualified deferred compensation plan (the “NQDC Plan”) for its key executives whereby individuals can elect at the beginning of any fiscal year to defer all or a portion of their base wages for that particular year, subject to applicable laws and restrictions. Participants are immediately vested in the plan. There were no material contributions made to the NQDC Plan in 2015.2020. Perquisites Perquisites We believeThe Company believes in a performance-based compensation and benefits package and therefore provideprovides very few perquisites to our NEOs. We provideThe Company provides a car allowance to our NEOs, other executives, corporate managers and general managers, all of which are included as taxable income. Benefit Plans We doThe Company does not maintain separate benefit plans for our NEOs. They participate in the same health and welfare plans as all of our other general employees with the same deductibles and co-pays. The NEOs also participate in the same 401(k) retirement program as all of the other general employees. Equity Trading Restrictions The Company has a policy whereby the mandatory trading blackout period begins two weeks or 14 calendar days prior to the close of trading on the stock market on the last trading day of the fiscal month ending in a reporting period (March, June, September and December) and ends after the expiration of two full stock market trading days following the public release of the financial information for that reporting period. During this period, Section 16 insiders and certain management and other employees who have access to “inside” information are precluded from trading in the public market any types of company equity securities. Additionally, the Company precludes any Section 16 insider, as defined by the SEC, Director, Officer or Employee from trading in the public market, or any other market, based on information that is not made available to the general public. Tax and Accounting Considerations To the extent that it is practicable and consistent with our executive compensation objectives, we seek to comply with Section 162(m) of the Internal Revenue Code and the regulations adopted thereundergenerally disallows a tax deduction to enable us to claim the tax deductibility of performance-basedpublic companies for compensation paid in excess of $1 million per taxablefor any fiscal year to our executive officers. However, if compliance withcertain specified covered employees. Under the rules in effect before 2018, compensation that qualified as “performance-based compensation” under Section 162(m) conflicts withwas deductible without regard to this $1 million limit. The 2017 Tax Cuts and Jobs Act generally eliminated the performance-based compensation exception under Section 162(m), effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and arrangements that were in effect on or before November 2, 2017. The Company will continue to monitor IRS guidance interpreting the Tax Cuts and Jobs Act. While the Compensation Committee intended that certain incentive awards granted to our compensation objectivesNEOs on or is contraryprior to the best interests of our shareholders, we will pursue those objectives, regardless of the attendant tax implications. You shouldNovember 2, 2017 be aware that Section 162(m) is highly technical and complex, so that even when we seek favorable tax treatment thereunder, wedeductible as “performance-based compensation,” it cannot assure you that our tax position will prevail. result. We expense equity awards in accordance with Accounting Standards Codification 718 Compensation – Compensation—Stock Compensation (“ASC 718”). See Note 17 to the Consolidated Financial Statements in our 2020 Annual Report on Form 10-K for the assumptions used in determining the fair value of equity awards consisting of stock options and SARS.   45   Summary Compensation Table SUMMARY COMPENSATION TABLE The following Summary Compensation Table sets forth information about the compensation paid to our NEOs for the years ended December 31, 2015, 20142020, 2019 and 2013.2018. There were no stock options or SARS awarded to our NEOs for the years ended December 31, 20152019 and 2014.2018.   Name and Principal Position   Year   Salary ($)(1)     Bonus ($)(2)     Stock Awards ($)(3)     Option Awards ($)(4)     Non- Equity Incentive Plan Compen- sation($)(5)     Change in Pension Value and Non- Qualified Deferred Compensa-tionEarnings($)(6)     All Other Compen- sation($)(7)     Total ($)   Todd M. Cleveland,   2015   $ 539,424     $ -     $ 1,889,201     $ -     $ 1,350,090     $ -     $ 14,708     $ 3,793,423   President and   2014     555,770       490,000       1,849,015       -       806,670       -       15,220       3,716,675   Chief Executive Officer (8)   2013     391,346       -       544,956       2,124,903       975,270       -       15,255       4,051,730   Jeffrey M. Rodino,   2015     271,827       35,040       745,114       -       574,960       -       12,147       1,639,088   Chief Operating   2014     276,517       150,000       449,543       -       291,410       -       12,818       1,180,288   Officer and Executive   2013     246,846       -       144,430       -       464,780       -       12,193       868,249   Vice President of Sales (9)                                                                     Andy L. Nemeth,   2015     265,000       70,029       707,312       -       489,971       14,132       15,583       1,562,027   Executive Vice    2014     271,730       265,000       441,132       -       215,710       13,523       16,252       1,223,347   President of Finance,   2013     243,270       -       133,523       -       340,230       6,563       15,732       739,318   Secretary- Treasurer, and Chief Financial Officer (10)                                                                     Courtney A. Blosser   2015     202,327       27,170       334,771       -       242,830       -       12,749       819,847   Vice President   2014     203,537       90,000       250,379       -       142,450       -       13,042       699,408   Human Resources (11)                                                                     Name and Principal Position   Year   Salary (1)   Bonus (2)   Stock Awards (3)   Option Awards (4)   Non-Equity Incentive Plan Compensation (5)   Change in Pension Value and Non-Qualified Deferred Compensation Earnings (6)   All Other Compensation (7)   Total        TODD M. CLEVELAND Executive Chairman of the Board (8)       2020       $568,846     $ 70,000       $2,293,200     $ 1,282,500       $1,330,000     $ —       $26,033       $5,570,579                 2019       731,154       —       4,595,552       —       1,243,800       —       14,867       6,585,373                 2018       690,383       —       4,174,587       —       1,980,000       —       14,836       6,859,806             ANDY L. NEMETH Chief Executive Officer and President (9)       2020       589,423       80,000       3,516,240       1,710,000       1,520,000       32,346       21,356       7,469,365                 2019       493,942       —       2,450,964       —       624,650       30,953       14,690       3,615,199                 2018       472,596       —       1,391,573       —       871,875       29,621       14,365       2,780,030             JEFFREY M. RODINO Chief Sales Officer and Executive Vice President of Sales       2020       399,664       35,000       917,280       855,000       593,750       —       16,251       2,816,945                 2019       417,885       —       842,513       —       423,600       —       12,050       1,696,048                 2018       396,058       —       765,421       —       630,000       —       12,025       1,803,504           KIP B. ELLIS Chief Operating Officer and Executive Vice President of Operations       2020       424,904       35,000       1,528,800       855,000       665,000       —       14,775       3,523,479                 2019       445,193       —       1,148,928       —       440,500       —       12,050       2,046,671                 2018       391,250       —       974,160       —       528,750       —       12,400       1,906,560           JACOB R. PETKOVICH Chief Financial Officer, Executive Vice President of Finance, and Treasurer (10)       2020       31,058       —       1,666,500       882,000       250,000       —       1,000       2,830,558           JOSHUA A. BOONE Former Chief Financial Officer, Vice President of Finance, and Secretary- Treasurer (11)       2020       203,577       —       —       —       150,000       —       6,773       360,350                 2019       388,346       —       842,513       —       322,400       —       7,793       1,561,052                 2018       326,654       —       556,682       —       393,625       —       8,455       1,285,416                                                                                                         JOHN A. FORBES Interim Chief Financial Officer (12)       2020       209,135       11,666       193,530       —       221,667       —       6,125       642,123             (1) For information on base salaries, see “Base Salary” on pages 1838 and 19.39. In addition, the 2020 base salaries for Messrs. Cleveland, Nemeth, Rodino, Ellis and Boone reflect a voluntary temporary reduction from late March through mid-June due to the pandemic.   (2) TheCertain NEOs received discretionary bonus awards for the year ended December 31, 2014 and Messrs. Rodino, Nemeth and Blosser received discretionary bonus awards for the year ended December 31, 2015. The NEOs did not receive any payments that would be characterized as “Bonus” payments for the fiscal year ended December 31, 2013.2020.   (3) Amounts shown do not reflect compensation actually received. Such amounts reflect the aggregate fair value of stock awards and PSUs granted during the year which is generally the total amount that the Company expects, as of the grant date, to expense in its financial statements over the awards vesting schedule in accordance with ASC 718. (4) Amount shown does not reflect compensation actually received. Such amount reflects the aggregate fair value of stock options and stock appreciation rights (“SARs”) granted during the year which is generally the total amount that the Company expects, as of the grant date, to expense in its financial statements over the awards vesting schedule in accordance with ASC 718. See Note 1617 to the Consolidated Financial Statements in our 20152020 Annual Report on Form 10-K for the assumptions used in determining the fair value of eachequity awards. (4) Amounts shown do not reflect compensation actually received. Such amounts reflect the aggregate fair value of stock options granted during the year which is generally the total amount that the Company expects, as of the grant date, to expense in its financial statements over the awards vesting schedule in accordance with ASC 718. See Note 17 to the Consolidated Financial Statements in our 2020 Annual Report on Form 10-K for the assumptions used in determining the fair value of the 2020 option and SARs award based on the Black-Scholes option-pricing model.   46 (5) Amounts shown represent the short-term incentive awards earned in 20152020 by each of the NEOs, and approved by the Compensation Committee, based on the achievement of both pre-determined Company performance targets and individual performance targets for 2015.2020. See “Non-Equity“Non-Equity Incentive Plan Awards” on pages 1939 and 20.40.   (6) Amounts shown do not reflect compensation actually received. Such amounts reflect the aggregate change in the present value of the NEOs’NEO’s accumulated benefit under the Executive Retirement Plan and the Non-Qualified Excess Plan. In computing these amounts, the Company uses various assumptions including remaining years of service, estimated discount rates and present value calculations.   (7) The amounts included in “All Other Compensation” are detailed in the table below:   Name Year   401(k) Matching Contribution ($)     Other (a) ($)     Total All Other Compensation ($)   Todd M. Cleveland 2015   $ 268     $ 14,440     $ 14,708     2014     780       14,440       15,220     2013     765       14,490       15,255   Jeffrey M. Rodino 2015     247       11,900       12,147     2014     718       12,100       12,818     2013     643       11,550       12,193   Andy L. Nemeth 2015     243       15,340       15,583     2014     712       15,540       16,252     2013     642       15,090       15,732   Courtney A. Blosser 2015     249       12,500       12,749     2014     642       12,400       13,042   Name    Year    401(k) Matching Contribution    Other (a)    Total All Other Compensation TODD M. CLEVELAND        2020        $353        $25,680        $26,033        2019        827        14,040        14,867        2018        796        14,040        14,836 ANDY L. NEMETH        2020        1,300        20,056        21,356        2019        1,250        13,440        14,690        2018        925        13,440        14,365 JEFFREY M. RODINO        2020        1,026        15,225        16,251        2019        950        11,100        12,050        2018        925        11,100        12,025 KIP B. ELLIS        2020        975        13,800        14,775        2019        950        11,100        12,050        2018        925        11,475        12,400 JACOB R. PETKOVICH        2020        —        1,000        1,000 JOSHUA A. BOONE        2020        297        6,476        6,773        2019        593        7,200        7,793        2018        505        7,950        8,455 JOHN A. FORBES        2020        —          6,125        6,125     (a) Amounts shown reflect an automobile allowance, the Company contribution to individual Health Savings Accounts, and health club reimbursement pursuant to the Company’s general health and wellness program.welfare program, and cash dividends paid on time-based and performance-based stock awards that were granted on January 17, 2017, and which were paid upon vesting on January 17, 2020.   (8) Effective January 1, 2016,2020, Mr. Cleveland will continue to serve asassumed the position of Executive Chairman of the Board. Mr. Cleveland was CEO of the Company from February 2009 to December 31, 2019 and Chairman of the Board from May 2018 to December 31, 2019. (9) Mr. Nemeth assumed the position of CEO of the Company effective January 1, 2020. In addition to his CEO position, Mr. Nemeth serves as President, a position he has held since February 2009. Mr. Cleveland was President of the Company from May 2008 to December 31, 2015.January 2016.   (9) (10) Mr. RodinoPetkovich was appointed COO of the Company in March 2013. In addition to his COO position, Mr. Rodino serves as Executive Vice President of Sales, a position he has held since December 2011. (10) Mr. Nemeth assumed the position of President of the Company effective January 1, 2016. This position was previously held by Mr. Cleveland from May 2008 to December 31, 2015. In addition to his President role, Mr. Nemeth also serves as the Secretary-Treasurer, a position he has held since 2002. Prior to that, Mr. Nemeth was theChief Financial Officer, Executive Vice President of Finance, and Chief Financial Officer from May 2004 to December 31, 2015. Joshua A. Boone, the previous Director of Finance of the Company, assumed the position of CFO of the CompanyTreasurer effective January 1, 2016.November 24, 2020.   (11) Mr. Blosser was appointed Vice President of Human Resources ofBoone’s employment with the Company terminated effective June 12, 2020. Unvested stock awards and option awards granted to him in October 20092020 were 100% forfeited upon his termination date and elected an officerare not reflected in May 2010. He became a Named Executive Officerthe Summary Compensation table above. In addition, the unvested stock awards granted to Mr. Boone in 2014.     2018 and 2019 were 100% forfeited upon his termination date and the Company adjusted the related compensation expense in its financial statements in accordance with ASC 718 in the period of forfeiture.   (12) Effective with Mr. Boone’s departure from the Company, Mr. Forbes, a member of the Company’s Board, assumed the position of Interim CFO for the period of June 12, 2020 through November 23 2020. Grants of Plan-Based Awards During Fiscal Year 201547   CEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, the Company is providing information about the relationship of the annual total compensation of its employees and the annual total compensation of the CEO during 2020. The total annual compensation of our median employee based on total annual compensation (other than our CEO), was $40,639. The annual total compensation of the CEO was $7,469,365. Based on this information, the ratio of the total compensation of the CEO for fiscal 2020 to the median employee’s total annual compensation is 184 to 1. This pay ratio is a reasonable estimate calculated in good faith, in a manner consistent with Item 402(u) of Regulation S-K, based on the Company’s payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates used were as follows: 1. The median employee was identified using active employee information as of December 31, 2020. 2. Fiscal 2020 earnings (gross pay) of cash compensation were used as the consistently applied compensation measure to identify the median employee within the employee population. Cash compensation is the most prevalent measure of pay across the organization. Using this methodology, the median employee’s compensation was $40,639 and was determined to be a full-time, hourly, United States-based employee. 3. The total compensation of the CEO for fiscal 2020 was $7,469,365, which is the total of the compensation amounts reported in the Summary Compensation Table on page 46. 48 GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2020 The table below sets forth information on grants in 20152020 to the NEOs of estimated payouts under non-equity incentive plan awards as set forth under “Non-Equity“Non-Equity Incentive Plan Awards” on pages 1939 and 20,40, estimated payouts under equity incentive plan awards as set forth under “Long-Term Equity Incentive Plan” on pages 21 to 23, “Supplemental Long-Term Incentive Grant for NEOs” as set forth on page 24,41 and 42, and of stock awards and all other option awards as set forth in the “Summary Compensation Table” on pages 2646 and 27.47. The Company’s policy is generally to grant equity awards effective on the date the Compensation Committee approves such awards.         Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)     Estimated Future Payouts Under Equity Incentive Plan Awards (2)(3)                           Name Grant Date   Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)     All Other Stock Awards: # of Shares of Stock or Units (#) (4)     All Other Option Awards: # of Securities Underlying Options (#)     Exercise or Closing Market Price on Grant Date ($ Per Share) (5)     Grant Date Fair Value of Stock and Option Awards/ SARs ($) (6)   Todd M. Cleveland 2/16/15   $ 450,000     $ 900,000     $ 1,800,000       17,242       34,484       51,725       8,620       -     $ 31.31     $ 1,889,201   Jeffrey M. Rodino 2/16/15     200,000       400,000       800,000       3,448       6,897       10,345       1,724       -       31.31       377,840     3/30/15     -       -       -       6,600       8,800       11,000       -       -       41.73       367,274   Andy L. Nemeth 2/16/15     167,500       335,000       670,000       3,104       6,207       9,311       1,551       -       31.31       340,038     3/30/15     -       -       -       6,600       8,800       11,000       -       -       41.73       367,274   Courtney A. Blosser 2/16/15     87,500       175,000       350,000       1,379       2,758       4,138       690       -       31.31       151,165     3/30/15     -       -       -       3,300       4,400       5,500       -       -       41.73       183,606           Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)   Estimated Future Payouts Under Equity Incentive Plan Awards (2)   All Other Stock Awards: # of Shares of Stock  or Units (3)   All Other Option Awards: # of Securities Underlying Options (4)   Exercise or Closing Market Price on Grant Date Per Share  (5)   Grant Date Fair Value of Stock and Option Awards/ SARs (6)      Name   Grant Date   Threshold   Target   Maximum   Threshold   Target   Stretch   Maximum         TODD M. CLEVELAND       1/23/2020       $700,000       $1,400,000       $2,800,000       12,000       24,000       36,000       48,000       6,000                 $54.60       $2,293,200                 5/14/2020                                                                                       90,000       41.33       1,282,500                   ANDY L. NEMETH       1/23/2020       800,000       1,600,000       3,200,000       18,400       36,800       55,200       73,600       9,200                 54.60       3,516,240                 5/14/2020                                                                                       120,000       41.33       1,710,000                   JEFFREY M. RODINO       1/23/2020       312,500       625,000       1,250,000       4,800       9,600       14,400       19,200       2,400                 54.60       917,280                 5/14/2020                                                                                       60,000       41.33       855,000                   KIP B. ELLIS       1/23/2020       350,000       700,000       1,400,000       8,000       16,000       24,000       32,000       4,000                 54.60       1,528,8000                 5/14/2020                                                                                       60,000       41.33       855,000                   JACOB R. PETKOVICH (7)       11/24/2020       —       650,000       —                 16,000                           9,000       30,000       66.66       2,548,500                   JOSHUA A. BOONE (8)       1/23/2020       —       500,000       —       4,800       9,600       14,400       19,200       2,400                 54.60       917,280                 5/14/2020                                                                                       60,000       41.33       855,000                   JOHN A. FORBES (9)       11/27/2020       —       400,000       —       —       —       —       —       3,000       —       64.51       193,530               (1) The related performance targets and results are described in detail under “Non-Equity“Non-Equity Incentive Plan Awards” on pages 1939 and 20.40. For the actual non-equity incentive awards, see the “Summary Compensation Table” on pages 26 and 27.page 46.     (2) RestrictedRepresents number of shares of stock or stock units. Except for Mr. Petkovich, restricted shares granted in fiscal 20152020 under the 20152020 LTIP that are Performance-Contingent based will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period ending on December 31, 2017.2022. Restricted shares granted to Mr. Petkovich for fiscal 2020 under the 2020 LTIP that are Performance-Contingent based will vest if target EBITDA performance is achieved at the conclusion of each of the three-year performance measurement periods ending on December 31, 2021, 2022 and 2023. Mr. Boone’s 2020 Performance-Contingent based award was forfeited upon termination of his employment with the Company effective June 12, 2020. See “Long-Term Equity Incentive Plan” on pages 21 to 23.41 and 42.     (3) Restricted PSUsExcept as described below with respect to certain shares granted to Mr. Petkovich, these shares represent the Time-Based restricted stock awards granted in fiscal 20152020 that vest on the third anniversary of the grant date. The Time-Based share awards granted to Mr. Cleveland on January 23, 2020 will fully vest on December 31, 2021 per the terms of his employment agreement dated January 1, 2020. A total of 5,000 shares of the 9,000 Time-Based Shares granted in fiscal 2020 to Mr. Petkovich vested on January 26, 2021. The remaining 4,000 Time-Based Shares vest pro-rata over three years for the fiscal years ending December 31, 2021, 2022 and 2023. Mr. Boone’s 2020 Time-Based award was forfeited upon termination of his employment with the Company effective June 12, 2020. See “Long-Term Equity Incentive Plan” on pages 41 and 42. (4) These stock options were granted on May 14, 2020 for Messrs. Cleveland, Nemeth, Rodino, Ellis and Boone and on November 24, 2020 for Mr. Petkovich and were 100% unvested as of December 31, 2020. The stock options vest over three years at a rate of 35%, 35% and 30% commencing on May 14, 2021, at an exercise price of $41.33 per share for Messrs. Cleveland, Nemeth, Rodino, Ellis and Boone and at an exercise price of $66.66 per share for Mr. Petkovich. All of the stock options granted expire on May 14, 2029. Unvested options are subject to forfeiture if the NEO’s employment with the Company is terminated before the options or SARs vest. All of Mr. Boone’s 2020 options were forfeited upon termination of his employment with the Company effective June 12, 2020. See “Performance and Retention—2020 Stock Option Grants” on pages 43 and 44. There were no SARs granted to the NEOs in 2020. (5) Represents the closing price of the Company’s stock on the NASDAQ Stock Market on the grant date for the Time-Based and Performance-Based stock awards and the exercise price of the stock option awards. 49 (6) Represents the fair value of stock awards and stock options as of the grant date computed in accordance with ASC 718. In addition, the unvested stock awards and stock options granted to Mr. Boone in 2020 were 100% forfeited upon the termination of his employment with the Company. The compensation expense related to these awards was adjusted in the Company’s financial statements in accordance with ASC 718 in the period of forfeiture. (7) The target non-equity incentive plan award for Mr. Petkovich represents his full year target award. The actual payout in 2020 was guaranteed per the terms of his employment agreement dated November 24, 2020. (8) The target non-equity incentive plan award for Mr. Boone represents his full year target award. The actual payout in 2020 was prorated for his period of service prior to his termination date. (9) The target non-equity incentive plan award for Mr. Forbes represents his full year target award. The actual payout in 2020 was prorated based on his period of service as Interim CFO. Mr. Forbes did not receive a stock option grant in 2020. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2020 The following tables summarize the outstanding equity awards held by the NEOs as of December 31, 2020. Stock Awards Name   Grant Date   All Other Stock Awards: Number of Shares or Units of Stock That Have Not Vested (1)   All Other Stock Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested  (2)   Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (3)(4)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested (2)   TODD M. CLEVELAND (1)       1/23/2020       6,000     $ 410,100       36,000     $ 2,460,600       1/25/2019       16,667       1,139,189       100,001       6,835,068       1/26/2018       9,091       621,370       38,182       2,609,740   ANDY L. NEMETH       1/23/2020       9,200       628,820       55,200       3,772,920       1/25/2019       8,889       607,563       53,334       3,645,379       1/26/2018       3,030       207,101       12,728       869,959   JEFFREY M. RODINO       1/23/2020       2,400       164,040       14,400       984,240       1/25/2019       3,056       208,878       18,333       1,253,061       1/26/2018       1,667       113,939       7,001       478,518   KIP B. ELLIS       1/23/2020       4,000       273,400       24,000       1,640,400       1/25/2019       4,167       284,814       25,001       1,708,818       1/26/2018       2,121       144,970       8,910       608,999 JACOB R. PETKOVICH       11/24/2020         9,000       615,150       16,000       1,093,600 JOSHUA A. BOONE (5)       —       —       —       —       — JOHN A. FORBES (6)       —       —       —       —       — (1) Except for Mr. Petkovich, restricted share grants related to Time-Based Share awards, which were approved by the Board on January 23, 2020, January 25, 2019, and January 26, 2018, fully vest on the third anniversary of the grant date or January 23, 2023, January 25, 2022, and January 26, 2021, respectively. The Time-Based Share awards granted to Mr. Cleveland on January 23, 2020 and January 25, 2019 will fully vest on December 31, 2021 per the terms of his employment agreement dated January 1, 2020. Of the 9,000 Time-Based Share awards, which were awarded to Mr. Petkovich and approved by the Board on November 24, 2020, 5,000 shares fully vested on January 26, 2021 and the remaining 4,000 shares vest pro-rata over three years for the fiscal years ending December 31, 2021, 2022 and 2023. Unvested restricted stock awards are subject to forfeiture under certain circumstances if the Supplemental Long-Term Incentive GrantNEO’s employment with the Company is terminated before the shares vest. (2) Based on a market price of $68.35 per share which was the NASDAQ Stock Market closing price on December 31, 2020. (3) Restricted share grants related to Performance-Based Shares at stretch Company performance, which were approved by the Board on January 23, 2020 and January 25, 2019, will vest if targetthe required EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement periodperiod. Mr. Petkovich’s Performance-Based Shares at target, which were approved by the Board on November 24, 2020, will vest pro-rata over three years based on the meeting of the Company’s performance targets for fiscal years ending on December 31, 2017. See “Supplemental Long-Term Incentive Grant2021, 2022 and 2023. Unvested restricted stock awards are subject to forfeiture under certain circumstances if the NEO’s employment with the Company is terminated before the shares vest. 50 (4) Restricted share grants related to Performance-Based Share awards at maximum (or 150% of target payout), which were approved by the Board on January 26, 2018, were adjusted downward to 105% of target payout as of December 31, 2020 to reflect the actual expected payout at the January 26, 2021 vesting date. The related compensation expense associated with the change in payout percentage for NEOs” on page 24.these awards was adjusted in the Company’s financial statements in accordance with ASC 718.     (4) (5) These shares represent theUnvested Time-Based restrictedand Performance-Based stock awards granted to Mr. Boone in fiscal 2015 that vest on2018, 2019 and 2020 were forfeited upon his termination from the third anniversary of the grant date. See “Long-Term Incentive Plan” on pages 21 to 23.Company effective June 12, 2020.     (5) (6) The base price of theMr. Forbes’ Time-Based and Performance-Contingent based stock awards is the closing price of the Company’s stock on the NASDAQ stock market on the grant date. (6) Represents the fair value of stock awards, stock options and SARsShare award became 100% vested as of the grant date computed in accordance with ASC 718.and he had no other stock awards outstanding as of December 31, 2020.     Outstanding Equity Awards at December 31, 201551   The following table summarizes the outstanding equity awards held by the NEOs as of December 31, 2015. Options/SARs Awards               Options/SARs Awards   Name   Grant Date     Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable(1)     Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable (1)     Options /SARs Exercise Price ($)     Options/SARs Expiration Date   Todd M. Cleveland   12/18/13       100,000       100,000     $ 18.45     12/18/22       12/18/13       25,000       24,999       18.45     12/18/22       12/18/13       25,000       24,999       22.13     12/18/22       12/18/13       25,000       24,999       26.56     12/18/22       12/18/13       25,000       24,999       31.87     12/18/22   Jeffrey M. Rodino     -       -       -       -       -   Andy L. Nemeth     -       -       -       -       -   Courtney A. Blosser     -       -       -       -       -   Name    Grant Date    Number of Securities Underlying Unexercised Options/SARs Exercisable (1)    Number of Securities Underlying Unexercised Options/SARs Unexercisable (1)    Options/SARs Exercise Price    Options/SARs Expiration Date TODD M. CLEVELAND        5/14/2020        —        90,000        $41.33        5/14/2029        1/17/2017        156,634        52,211        53.83        1/17/2026        1/17/2017        39,159        13,053        53.83        1/17/2026        1/17/2017        39,159        13,053        60.03        1/17/2026        1/17/2017        39,159        13,053        66.93        1/17/2026        1/17/2017        39,159        13,053        74.63        1/17/2026        12/18/2013        75,000        —        12.30        12/18/2022        12/18/2013        10,000        —        12.30        12/18/2022        12/18/2013        10,000        —        14.75        12/18/2022        12/18/2013        10,000        —        17.71        12/18/2022        12/18/2013        10,000        —        21.25        12/18/2022 ANDY L. NEMETH        5/14/2020        —        120,000        $41.33        5/14/2029        1/17/2017        44,753        14,917        53.83        1/17/2026        1/17/2017        11,189        3,729        53.83        1/17/2026        1/17/2017        11,189        3,729        60.03        1/17/2026        1/17/2017        11,189        3,729        66.93        1/17/2026        1/17/2017        11,189        3,729        74.63        1/17/2026        9/26/2016        73,440        —        40.95        9/26/2025        9/26/2016        18,360        —        40.95        9/26/2025        9/26/2016        18,360        —        47.51        9/26/2025        9/26/2016        18,360        —        55.11        9/26/2025        9/26/2016        18,360        —        63.93        9/26/2025 JEFFREY M. RODINO        5/14/2020        —        60,000        $41.33        5/14/2029        1/17/2017        23,119        7,706        53.83        1/17/2026        1/17/2017        5,780        1,927        53.83        1/17/2026        1/17/2017        5,780        1,927        60.03        1/17/2026        1/17/2017        5,780        1,927        66.93        1/17/2026        1/17/2017        5,780        1,927        74.63        1/17/2026        9/26/2016        28,824        —        40.95        9/26/2025        9/26/2016        7,206        —        40.95        9/26/2025        9/26/2016        7,206        —        47.51        9/26/2025        9/26/2016        7,206        —        55.11        9/26/2025        9/26/2016        7,206        —        63.93        9/26/2025 KIP B. ELLIS        5/14/2020        —        60,000        $41.33        5/14/2029        1/17/2017        11,183        3,727        53.83        1/17/2026        1/17/2017        2,796        932        53.83        1/17/2026        1/17/2017        2,796        932        60.03        1/17/2026        1/17/2017        2,796        932        66.93        1/17/2026        1/17/2017        2,796        932        74.63        1/17/2026        9/26/2016        9312        —        40.95        9/26/2025        9/26/2016        2,328        —        40.95        9/26/2025        9/26/2016        2,328        —        47.51        9/26/2025        9/26/2016        2,328        —        55.11        9/26/2025        9/26/2016        2,328        —        63.93        9/26/2025 JACOB R. PETKOVICH        11/24/2020        —        30,000        $66.66        5/14/2029 JOSHUA A. BOONE (2)        —        —        —        —        — JOHN A. FORBES (3)        —        —        —        —        —   52   (1) Both the stock options and SARs that were granted to Mr. Cleveland in 2013 and vest vested pro-rata over three years, commencing on December 18, 2014, and expire after nine years. The stock options and SARs that were granted to Messrs. Nemeth, Rodino and Ellis in 2016 vested pro-rata over four years, commencing on September 26, 2017, and expire after nine years. The stock options and SARs that were granted to Messrs. Cleveland, Nemeth, Rodino, and Ellis in 2017 vest pro-rata over four years, commencing on January 17, 2018, and expire after nine years. The stock options that were granted to Messrs. Cleveland, Nemeth, Rodino, Ellis, Petkovich and Boone in 2020 vest over three years at a rate of 35%, 35% and 30%, commencing on May 14, 2021, and expire after nine years. Unvested options and SARs are subject to forfeiture if the NEO’s employment with the Company is terminated under certain circumstances before the options or SARs vest.       Stock Awards   Name Grant Date   Number of Shares or Units of Stock That Have Not Vested (#) (1)     Market Value of Unearned Shares or Units of Stock That Have Not Vested ($) (2)     Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) (3)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($) (2)   Todd M. Cleveland 2/16/15     8,620     $ 374,970       51,725     $ 2,250,038     2/18/14     10,645       463,058       63,872       2,778,432     3/04/13     8,275       359,963       49,658       2,160,123   Jeffrey M. Rodino 2/16/15     1,724       74,994       10,345       450,008     2/18/14     1,330       57,855       7,986       347,391     3/04/13     2,193       95,396       13,161       572,504   Andy L. Nemeth 2/16/15     1,551       67,469       9,311       405,029     2/18/14     1,282       55,767       7,695       334,733     3/04/13     2,028       88,218       12,167       529,265   Courtney A. Blosser 2/16/15     690       30,015       4,138       180,003     2/18/14     813       35,366       4,878       212,193     3/04/13     1,024       44,544       6,146       267,351   (1) Restricted share grants related There were no options and SARS granted to Time-Based share awards, which were approved by the Board on February 16, 2015, February 18, 2014,NEOs in 2018 and March 4, 2013, will fully vest on the third anniversary of the grant date or February 16, 2018, February 18, 2017, and March 4, 2016, respectively. Unvested restricted stock awards are subject to forfeiture under certain circumstances if the NEO’s employment with the Company is terminated before the shares vest.2019.     (2) Based on a market priceUnvested stock options granted to Mr. Boone in 2017 and 2020 and SARS granted in 2017 were forfeited upon termination of $43.50 per share which was the NASDAQ Stock Market closing price on December 31, 2015. (3) Restricted share grants related to Performance-Contingent based share awards, which were approved by the Board on February 16, 2015, February 18, 2014 and March 4, 2013, for Messrs. Rodino, Nemeth and Blosser, will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period. Unvested restricted stock awards are subject to forfeiture under certain circumstances if the NEO’shis employment with the Company is terminated before the shares vest.       Performance Stock Units   Name Grant Date   Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) (1)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($) (2)   Jeffrey M. Rodino 3/30/15     8,800     $ 382,800     2/18/14     8,801       382,844   Andy L. Nemeth 3/30/15     8,800       382,800     2/18/14     8,801       382,844   Courtney A. Blosser 3/30/15     4,400       191,400     2/18/14     4,399       191,357   (1) Restricted share grants related to PSUs, which were approved by the Board on March 30, 2015 and February 18, 2014, will vest if target EBITDA performance is achieved at the conclusion of the cumulative three-year performance measurement period. Unvested PSUs are subject to forfeiture if the NEO’s employment with the Company is voluntarily terminated before the shares vest.effective June 12, 2020.     (2) (3) Based onMr. Forbes’ did not receive a market price of $43.50 per share which was the NASDAQ Stock Market closing price on December 31, 2015.stock option award in fiscal year 2020. Stock Options and Stock Appreciation Rights Exercises and Stock Vested in Fiscal 2015STOCK OPTIONS AND STOCK APPRECIATION RIGHTS EXERCISES AND STOCK VESTED IN FISCAL 2020 The following table sets forth information about the value realized by the NEOs on vesting of stock awards and the exercise of stock options and stock appreciation rightsSARS in 2015.2020.       Stock Options/SARS     Stock Awards   Name   Number of Shares Acquired on Exercise (#)(1)(2)     Value Realized on Exercise ($)(1)(2)     Number of Shares Acquired onVesting (#)(3)(4)     Value Realized on Vesting ($)(3)(4)   Todd M. Cleveland     147,638     $ 4,852,741       105,000     $ 3,170,400   Jeffrey M. Rodino     -       -       24,000       724,700   Andy L. Nemeth     -       -       28,200       851,500   Courtney A. Blosser     -       -       13,500       407,600        Option/ SARS Awards    Stock Awards Name    Number of Shares Acquired on Exercise    Value Realized on Exercise     Number of Shares Acquired on Vesting  (3)(4)    Value Realized on Vesting (3)(4) TODD M. CLEVELAND (1)        34,996        $1,885,147        45,002        $2,350,391 ANDY L. NEMETH        —        —        22,502        1,175,249 JEFFREY M. RODINO        —        —        15,000        783,429 KIP B. ELLIS        —        —        10,500        548,400 JACOB R. PETKOVICH        —        —        —        — JOSHUA A. BOONE (2)        17,906        129,994        6,002        313,478 JOHN A. FORBES        —        —        3,000        193,530     (1) The gross number of shares acquired on exercise in 20152020 related to stock options was 100,000 sharesSARS for Mr. Cleveland. The value realized on exerciseCleveland was based on the difference between the market price per share of the common stock on the date of exercise and the option exercise price. (2) The34,996 shares (or 15,364 net number of shares acquired on exercise of a total of 100,004 SARS in 2015 was 47,638 shares for Mr. Cleveland.shares). The determination of the net number of shares acquired and the related value realized on exercise was based on the difference between the market price per share of the common stock on the date of exercise and the exercise price of the SARs in eachSARS and includes a reduction for the purpose of satisfying the minimum tax withholding obligations of Mr. Cleveland upon the exercise of the four tranches.SARS. See the “Stock Appreciation Rights (SARS)”Rights” section of Note 1617 to the Consolidated Financial StatementsStatement in our 20152020 Annual Report on Form 10-K for a description of individual exercise prices related to the four tranches of the SARS awardawards to Mr. Cleveland.Cleveland in 2013.     (3) (2) The number of shares acquired on exercise in 2020 related to stock options was 11,936 shares for Mr. Boone. The value realized on exercise was based on the difference between the market price per share of the common stock on the date of exercise and the option exercise price. The gross number of shares acquired on exercise in 2020 of SARS for Mr. Boone was 5,970 (or 378 net shares). The determination of the net number of shares acquired and the related value realized on exercise was based on the difference between the market price per share of the common stock on the date of exercise and the exercise price of the SARS and includes a reduction for the purpose of satisfying the minimum tax withholding obligations of Mr. Boone upon the exercise of the SARS. See the “Stock Appreciation Rights” section of Note 17 to the Consolidated Financial Statement in our 2020 Annual Report on Form 10-K for a description of individual exercise prices related to the first two tranches of the SARS awards to Mr. Boone in 2017. (3) The number of shares acquired on vesting in 20152020 related to Time-Based shareShare awards was 21,0006,429 shares for Mr. Cleveland, 4,8003,215 shares for Mr. Nemeth, 2,143 shares for Mr. Rodino, 5,6401,500 shares for Mr. Nemeth,Ellis, and 2,700858 shares for Mr. Blosser.Boone. The value realized on vesting was based on a market price of $38.31$54.68 per share, which was the NasdaqNASDAQ Stock Market closing price on March 12, 2015,January 17, 2020, times the total number of shares acquired on vesting.     (4) The number of shares acquired on vesting in 20152020 related to Performance-Contingent shareTime-Based Share awards was 84,0003,000 shares for Mr. Cleveland, 19,200Forbes. The value realized on vesting for Mr. Forbes was based on a market price of $64.51 per share, which was the NASDAQ Stock Market closing price on November 27, 2020, times the total number of shares acquired on vesting. (4) The number of shares acquired on vesting in 2020 related to Performance-Based Share awards was 38,573 shares for Mr. Cleveland,19,287 shares for Mr. Nemeth, 12,857 shares for Mr. Rodino, 22,5609,000 shares for Mr. Nemeth,Ellis, and 10,8005,144 shares for Mr. Blosser.Boone. The value realized on vesting was based on a market price of $28.17$51.82 per share, which was the NasdaqNASDAQ Stock Market closing price on January 28, 201510, 2020 (the date the performance conditions were met), times the total number of shares acquired on vesting.   Equity Compensation Plan Information53   Plan Category   (a) Number of securities to be issued upon exercise of outstanding options and rights (1)     (b) Weighted average exercise price of outstanding options and rights     (c) Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a))   Equity compensation plans approved by security holders     428,871     $ 20.22       1,077,227   Equity compensation plans not approved by security holders     -     N/A       -   Total     428,871     $ 20.22       1,077,227   EQUITY COMPENSATION PLAN INFORMATION Plan Category    Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (1)    Weighted Average Exercise Price of Outstanding Options and Rights    Number of Securities Remaining for Future Issuance Under Equity Compensation Plans (2) EQUITY COMPENSATION PLANS APPROVED BY SECURITY HOLDERS        1,500,179        $48.11        1,037,005 EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITY HOLDERS        —        N/A        — TOTAL        1,500,179      $ 48.11        1,037,005     (1) The number of securities represented is the gross amount of shares to be issued upon exercise of outstanding options and SARs as of December 31, 2015.2020.   (2) Represents the number of net shares available for future awards under the 2009 Omnibus Incentive Plan as of December 31, 2020, and excludes the number of securities to be issued upon exercise of outstanding options and SARs. Non-Qualified Deferred CompensationNON-QUALIFIED DEFERRED COMPENSATION The following table sets forth information about the participation of the NEOs in the Executive Retirement PlansPlan and the Non-Qualified ExcessNQDC Plan and is set forth in the “Summary Compensation Table” under the caption “Change in Pension Value and Non-Qualified Deferred Compensation Earnings”:   Name   Executive Contribution in Last FY ($)     Registrant Contributions in Last FY ($)      Aggregate Earnings in Last FY ($) (1)     Aggregate Withdrawals/ Distributions ($)      Aggregate Balance as of Last FYE ($) (2)   Todd M. Cleveland     -       -       -       -       -   Jeffrey M. Rodino     -       -       -       -       -   Andy L. Nemeth (3)     -       -     $ 14,132       -     $ 180,067   Courtney A. Blosser     -       -       -       -       -   Name / Benefit    Executive Contribution in Last FY ($)    Registrant Contribution in Last FY ($)    Aggregate Earnings in Last FY (1) ($)    Aggregate Withdrawals/ Distributions ($)    Aggregate Balance as of Last FYE (2) TODD M. CLEVELAND        —        —        —        —        — ANDY L. NEMETH (3)        —        —        $32,346        —        $303,187 JEFFREY M. RODINO        —        —        —        —        — KIP B. ELLIS        —        —        —        —        — JACOB R. PETKOVICH        —        —        —        —        — JOSHUA A. BOONE        —        —        —        —        — JOHN A. FORBES        —        —        —        —        —     (1) Represents the interest for the current fiscal year associated with the annuity.     (2) Represents the present value of an annuity as of December 31, 20152020 to be paid at retirement pursuant to the terms of the Executive Retirement Plan agreement. The aggregate balance as of January 1, 20152020 was $165,935.$270,841.     (3) According to the provisions of the Executive Retirement Plan, payments of the annuity for Mr. Nemeth will commence prior to his eligible retirement age over a 10-yearten-year vesting period due to death or disability. Messrs. Cleveland, Rodino, Ellis, Petkovich, Boone and Forbes did not participate in the Executive Retirement Plan as no new employees have been invited to participate in the plan since January 1, 2007. In addition, there were no contributions made to the NQDC Plan in 2020. See “Executive Retirement Plan and Non-Qualified Excess Plan” summary descriptions on pages 24 and 25. page 45. Employment ContractsPOTENTIAL PAYMENTS UPON TERMINATION OR UPON A CHANGE OF CONTROL Executive Employment Agreements The Company has entered into Employment Agreements (the “Agreements”) with Messrs. Cleveland,Nemeth, Rodino, Ellis, and Nemeth,Petkovich, pursuant to which they agreed to serve as executive officers of the Company. Mr. Blosser does not have an employment agreement. The Agreements contain a non-compete clause and certain other stipulations and provide for a severance package that includes twelve (12)12 months base salary. Under the Agreements, voluntary 54 termination withby the NEO or withouttermination by the Company for cause death, disability or retirement, shallwill not result in any obligation of the Company to make payments. Potential Payments Upon Terminationtermination by the Company without cause (as defined in the Agreement), each NEO would be entitled to: (i) one year of base salary; and (ii) annual non-equity incentive compensation that the NEO would have been entitled to receive at the end of the fiscal year. In addition, if the NEO’s employment is terminated prior to the end of the fiscal year due to death or Changedisability or without cause, any non-equity incentive compensation due to the NEO is to be pro-rated as of the effective date of the termination. The base salary portion would be paid out in Controlequal bi-weekly payments on the regular payroll cycle, and the non-equity incentive compensation would be calculated and paid in accordance with the terms of the applicable plan on a pro-rata basis from the date of termination. Upon termination due to death or disability, the NEO would only receive base salary through the end of the month in which the disability or death occurred. We believe that the Company should provide reasonable severance benefits to our NEOs and other general employees that are fair and commensurate with their job duties, functions, and responsibilities. We believe it is important to protect our key employees in the event of a change in control and it is also in the best interest of the Company to obtain a release from employees whose employment is terminated as well as a non-compete agreement from certain employees in the form of an employment agreement. The following table summarizes the employment agreements at December 31, 2015 for our NEOsMessrs. Nemeth, Rodino, Ellis and Petkovich in the event they are terminated without cause or upon change in control. In addition to reasonablecause. See “Executive Chairman of the Board Employment Agreement” below for a description of Mr. Cleveland’s severance benefits our NEOs, other executives, and general employees who have received long-term incentive awards (in the form of restricted stock grants, PSUs, stock options and SARS) are immediately vested in all restricted incentive awards granted and the target long-term cash award as defined in the terms and conditions of the LTI grant.non-compete agreement.   Name Severance Benefits Upon Termination Without Cause or Upon Change in Control (1) Non-Compete Confidentiality Agreement Todd M. ClevelandANDY L. NEMETH 12 Months Base Salary and Insurance Benefits / Non-Equity Incentive Compensation 2 Years YEARS Indefinite INDEFINITE JeffreyJEFFREY M. RodinoRODINO 12 Months Base Salary and Insurance Benefits / Non-Equity Incentive Compensation 2 Years YEARS Indefinite INDEFINITE Andy L. NemethKIP B. ELLIS 12 Months Base Salary and Insurance Benefits / Non-Equity Incentive Compensation 1 Year 1 Year 2 YEARS INDEFINITE Courtney A. BlosserJACOB R. PETKOVICH N/A - 12 Months Base Salary / Non-Equity Incentive Compensation - 2 YEARS INDEFINITE     (1) Employee is required to sign a mutual release of claims in a form satisfactory to the Company. Executive Equity Compensation Agreements In addition to reasonable severance benefits outlined under the employment agreements discussed above, the Company has entered into certain long-term equity compensation agreements with its executive officers, of which the awards under those agreements (in the form of restricted stock grants, stock options and SARS) are eligible for accelerated vesting under certain circumstances. Restricted Stock Grants: Time-Based and Performance-Based Share Awards With respect to the time-based share awards granted under the 2009 Omnibus Incentive-Plan, in the event of a termination of employment by the Company without cause, upon a change of control or termination due to death or disability, all unvested time-based stock awards would become fully vested. With respect to the performance-based share awards granted under the 2009 Omnibus Incentive Plan, in the event of a termination of employment by the Company without cause or a termination due to death or disability before the performance period ending date, the number of performance-based shares shall continue to vest subject to the achievement of certain pre-established performance criteria for such awards with the performance period ending with the date as stated in the applicable award agreement. In the event of a change of control, all unvested performance-based shares would become fully vested as of the effective date of the change of control based on the assumption that the targeted amount of EBITDA performance as stated in the award agreements has been achieved. Stock Options and SARS With respect to stock options and SARS granted under the 2009 Omnibus Incentive Plan, in the event the NEO ceases to be an employee of the Company, no further vesting will occur from and after the date of termination except in the event of a termination of employment by the Company without cause, in which case both stock options and SARS would become fully vested and exercisable as to any shares that have not otherwise vested as of the effective time of termination of employment. 55 In addition, if the NEO has performed at least five years of continuous service following the grant date and following the NEO’s termination of service for any reason, the stock options and SARS will terminate and lapse on the expiration date. If the NEO has performed less than five years of continuous service following the grant date and following the termination of service, any unvested portion of the stock options and SARS will be immediately canceled and forfeited for no consideration and any vested portion of the stock options or SARS will terminate and lapse as follows: (i) in the event of termination of service for any reason, other than death, disability, retirement or cause, the stock options and SARS shall lapse on the earlier of the last day of the 90-day period beginning on the date of service termination or the expiration date; or (ii) in the event of termination due to death or disability or retirement, the stock options and SARS shall lapse on the earlier of the last day of the one-year period beginning on the date of termination of service or the expiration date. In the event of a termination of service for cause, the stock options and SARS will lapse immediately upon the effective date of the termination of service. In the event of a change of control, the stock options and SARS will become fully vested and canceled in exchange for a lump sum payment from the Company in an amount equal to the excess of the then fair market value of the Company’s common stock with respect to any shares remaining subject to purchase as established in the change of control event over the option or SARS exercise price for the remaining shares, if the Company’s Board determines that the Company is unable to cause adequate provision to be made to allow the holder to continue to benefit. Based on the employment and compensation arrangements in effect as of December 31, 20152020 and assuming a hypothetical termination date of December 31, 2015,2020, including the price of the Company’s common stock on that date, the benefits upon termination without cause or upon a change inof control, and termination due to death or disability for our NEOs would have been as follows in the table below. Peron page 57. Messrs. Boone and Forbes are excluded from the NEOs’table as each was no longer an NEO of the Company as of December 31, 2020. See the “Summary Compensation Table” on pages 46 and 47 for information about the compensation paid to Messrs. Boone and Forbes in 2020. Executive Chairman of the Board Employment Agreement (Todd M. Cleveland) In connection with Mr. Cleveland’s assuming the position of Executive Chairman, the Company and Mr. Cleveland entered into an employment agreements, there are no benefits payableagreement on March 13, 2020 to be effective as of January 1, 2020 (the “2020 Agreement”). The term of the 2020 Agreement continues until December 31, 2021, and is subject to automatic additional one-year terms unless either the Company or Mr. Cleveland provides written notice at least thirty (30) days prior to the NEOsend of the term of his or its decision to terminate. The 2020 Agreement provides for involuntary terminationMr. Cleveland to report to the Board, perform such duties as are assigned or delegated to him by the Board and devote a majority of his business time to the Company. In addition, he will serve as Chairman of the Board during the term of the 2020 Agreement, subject to normal governance procedures relating to Board membership. Pursuant to the 2020 Agreement, Mr. Cleveland is entitled to: (i) an annual base salary, (ii) participate in the Company’s employee benefits as they are generally available to the Company’s executive officers, (iii) participate in the Company’s annual non-equity incentive plan, and (iv) participate in the Company’s long-term equity incentive plan. The 2020 Agreement also provides that Mr. Cleveland is also entitled to certain severance benefits in the event that his employment is terminated due to his death or disability exceptor due to his termination by the Company without cause, or by himself for good reason (as such terms are defined in the 2020 Agreement), which includes, in certain circumstances, the satisfaction of any continuing employment vesting requirement (subject to the satisfaction of applicable performance criteria) and the payment of cash in lieu of bonus and/or equity incentive awards. The 2020 Agreement also provides that all unvested stock awardsMr. Cleveland may not compete against the Company or solicit employees or customers from the Company during the term of the 2020 Agreement and continuing until the later of December 31, 2022, and the first anniversary of his termination of employment. Chief Financial Officer Employment Agreement (Jacob R. Petkovich) In connection with Mr. Petkovich’s appointment as CFO, the Company and Mr. Petkovich entered into an Employment Agreement on November 24, 2020 (the “Employment Agreement”), which provides that Mr. Petkovich will be accelerated uponreport to Patrick’s Chief Executive Officer, perform such duties as are assigned or delegated to him by the NEO’sChief Executive Officer and devote his entire business time to the Company. Executive’s employment term will continue to January 31, 2024 unless terminated earlier by either party in accordance with the Employment Agreement. Pursuant to the Employment Agreement, Mr. Petkovich is entitled to: (i) an annual base salary, (ii) participate in the Company’s employee benefit plans as they are generally available to the Company’s employees, (iii) participate in the Company’s annual non-equity incentive plan, and (iv) participate in the Company’s long-term equity incentive plan. The 2020 Agreement also provides that Mr. Petkovich is also entitled to certain severance benefits in the event that his employment is terminated due to his death or disability.disability or due to his termination by the Company without cause, or by himself for good reason (as such terms are defined in the Employment Agreement), which includes, in certain circumstances, the satisfaction of any continuing employment vesting requirement (subject to the satisfaction of applicable performance criteria) and the payment of cash in lieu of bonus and/or equity incentive awards.   56   Name / Benefit   Change in Control,Involuntary/ Voluntary Termination, Involuntary Termination Without Cause   Todd M. Cleveland         Base salary   $ 550,000   Acceleration of long-term incentives(1)     8,386,584   Acceleration of stock options/SARs exercise(2)     4,379,675   Total benefits   $ 13,316,259   Jeffrey M. Rodino         Base salary   $ 275,000   Acceleration of long-term incentives(1)     1,598,148   Acceleration of long-term performance stock units (3)     765,644   Total benefits   $ 2,638,792   Andy L. Nemeth         Base salary   $ 265,000   Acceleration of long-term incentives(1)     1,480,481   Acceleration of long-term performance stock units (3)     765,644   Total benefits   $ 2,511,125   Courtney A. Blosser         Base salary   $ -   Acceleration of long-term incentives(1)     769,472   Acceleration of long-term performance stock units (3)     382,757   Total benefits   $ 1,152,229   The Employment Agreement contains provisions for termination with and without cause, and restrictive covenants and confidentiality provisions. Name / Benefit    Termination Without Cause    Change of Control    Termination Due to Death or Disability TODD M. CLEVELAND                                  Base Salary        $600,000        $600,000      $ — Acceleration of Long-Term Incentives (1)        14,076,067        14,076,067        14,076,067 Acceleration of Stock Options/SARs Exercise (2)        3,506,570        3,506,570        3,506,570 Annual Non-Equity Incentive Bonus (3)        2,900,000        1,330,000        1,330,000 Total Benefits        $21,082,637        $19,512,637        $18,912,637 ANDY L. NEMETH                                  BASE SALARY        $675,000        $675,000      $ — Acceleration of Long-Term Incentives (1)        9,731,742        9,731,742        9,731,742 Acceleration of Stock Options/SARs Exercise (2)        3,549,460        3,549,460        3,549,460 Annual Non-Equity Incentive Bonus (4)        1,520,000        1,520,000        1,520,000 Total Benefits (5)        $15,476,202        $15,476,202        $14,801,202 JEFFREY M. RODINO                                  Base Salary        $425,000        $425,000      $ — Acceleration of Long-Term Incentives (1)        3,202,676        3,202,676        3,202,676 Acceleration of Stock Options/SARs Exercise (2)        1,779,840        1,779,840        1,779,840 Annual Non-Equity Incentive Bonus (4)        593,750        593,750        593,750 Total Benefits        $6,001,266        $6,001,266        $5,576,266 KIP B. ELLIS                                  Base Salary        $450,000        $450,000      $ — Acceleration of Long-Term Incentives (1)        4,661,401        4,661,401        4,661,401 Acceleration of Stock Options/SARs Exercise (2)        1,697,926        1,697,926        1,697,926 Annual Non-Equity Incentive Bonus (4)        665,000        665,000        665,000 Total Benefits        $7,474,327        $7,474,327        $7,024,327 JACOB R. PETKOVICH                                  Base Salary        $425,000        $425,000      $ — Acceleration of Long-Term Incentives (1)        1,708,750        1,708,750        1,708,750 Acceleration of Stock Options/SARs Exercise (2)        50,700        50,700        50,700 Annual Non-Equity Incentive Bonus (4)        250,000        250,000        250,000 Total Benefits        $2,434,450        $2,434,450        $2,009,450   (1) Represents the market value of both unearned shares or unitsTime-Based and Performance-Based Shares of restricted stock that have not vested based on a market price of $43.50$68.35 per share, which was the NASDAQ Stock Market closing price on December 31, 2015.2020. Termination without cause or due to death or 57 disability includes the right for the Performance-Based Shares to continue to vest after termination subject to meeting certain pre-established performance criteria for such awards. Amount in table assumes the achievement of the stretch performance metric for the 2020 and 2019 performance awards, and the projected actual performance metric measured as of December 31, 2020 for the 2018 award. Upon a change of control, the Performance-Based Shares fully vest as of the effective date of the change of control.   (2) Represents the market value of unexercisable stock options and SARs that have not vested based on the difference between the market price of $43.50$68.35 per share, which was the NASDAQ Stock Market closing price on December 31, 2015,2020, and the option or SARs exercise price. (3) Represents Based on the market valuehypothetical termination date of unearned PSUs that have not vested based on a marketDecember 31, 2020, the exercise price for certain of $43.50 per share, which wasthe SARs granted in 2017 exceeded the NASDAQ Stock Market closing price on December 31, 2015. Unvested PSUs are subject2020, and therefore, the acceleration of benefits upon termination without cause or upon a change of control, and termination due to forfeiture ifdeath or disability for each of the NEO’s employment with the Company is terminated under certain circumstances before the PSUs vest. See “Supplemental Long-Term Incentive Grant for NEOs” on page 24.NEOs had no equivalent monetary value.   (3) Per the terms of his employment agreement, if Mr. Cleveland is terminated without cause on or after December 31, 2020 and before December 31, 2021, he is entitled to receive a lump sum equal to the (i) target annual performance bonus of $1.4 million for fiscal year 2020 in lieu of (and not in addition to) an actual annual performance bonus with respect to such fiscal year, and (ii) to the extent the target fiscal year 2021 equity grant was not made prior to the termination date, $1.5 million in lieu of (and not in addition to) the target fiscal year 2021 equity award. (4) Represents the short-term non-equity incentive award earned in 2020 and approved by the Compensation Committee, based on the achievement of pre-determined Company performance targets for 2020. See “Summary Compensation Table” on page 46. (5) Non-qualified deferred compensation balances are not included in the above table for Mr. Nemeth. See page 54 for additional information regarding Mr. Nemeth’s deferred compensation balances under the Executive Retirement Plans and the Non-Qualified Excess Plan.   58 COMPENSATION COMMITTEE REPORT The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. THE COMPENSATION COMMITTEE The Compensation Committee: Walter E. WellsM. Scott Welch (Chairman) John A. Forbes Michael A. Kitson M. Scott WelchPamela R. Klyn Derrick B. Mayes Denis G. Suggs   RELATED PARTY TRANSACTIONS59   We have entered into certain transactions with Tontine, which SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of March 28, 2016, owned 8.5%19, 2021 (the record date), information concerning shareholders known to us as having beneficial ownership of more than five percent of our outstanding common stock outstanding and is a related party as such term is defined under Item 404(a) of Regulation S-K. On April 10, 2007, in connectioninformation with the financing of the Adorn acquisition, we entered into the 2007 Securities Purchase Agreement with Tontine that provided, among other things, so long as Tontine (i) holds between 7.5% and 14.9% of the Company’s common stock then outstanding, Tontine has the right to appoint one nomineerespect to the Board; or (ii) holds at least 15%stock ownership of the Company’s common stock then outstanding, Tontine has the right to appoint two nominees to the Board. The Company also agreed to limit the numberall of our directors, serving on its Board to no more than ninenamed executive officers, and all of our directors for so long as Tontine has the right to appoint a director to the Board. Subsequently, Tontine agreed to waive the Company’s obligation to limit the size of its Board in connection with the increase of the Board to 10 persons in order to allow the appointment of Michael A. Kitsonand executive officers as a group. The address of each director in March 2013. Mr. Cerulli’s appointment to the Board in July 2008 was made pursuant to Tontine’s right to appoint directorsand named executive officer listed below is 107 West Franklin Street, Elkhart, Indiana 46515-0638, except as described above. In 2015, the Company repurchased 150,000 shares of its common stock from Tontine in a privately negotiated transaction, for a total cost of $4.4 million.otherwise provided. Name and Address of Beneficial Owner    Aggregate Number of Shares of Common Stock Beneficially Owned                                Percent of Class            FIVE PERCENT SHAREHOLDERS:                                           BLACKROCK, INC. 55 EAST 52ND ST. NEW YORK, NY 10055        3,270,662  (1)                   14.0 % (1)           WELLINGTON MANAGEMENT GROUP LLP 280 CONGRESS STREET BOSTON, MA 02210        1,454,338  (2)                   6.2 % (2)           THE VANGUARD GROUP 100 VANGUARD BLVD. MALVERN, PA 19355        1,412,001  (3)                   6.0 % (3)           DIRECTORS:                                           M. SCOTT WELCH (4)        105,592                  *           JOSEPH M. CERULLI        43,531                  *           JOHN A. FORBES        37,182                  *           MICHAEL A. KITSON        10,772                  *           PAMELA R. KLYN        5,008                  *           DERRICK B. MAYES        5,008                  *           DENIS G. SUGGS        5,008                  *           NAMED EXECUTIVE OFFICERS: (5)                                           TODD M. CLEVELAND (6)        580,005                  2.4. %           ANDY L. NEMETH        313,984                  1.3 %           JEFFREY M. RODINO        175,018                  *           KIP B. ELLIS        119,723                  *           JACOB R. PETKOVICH        51,121                  *           ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (13 PERSONS) (7)        1,453,002                  6.1 %           * Less than 1%. (1) Information based on the Schedule 13G filed with the SEC by Blackrock, Inc. on January 26, 2021. (2) Information based on the Schedule 13G filed with the SEC by Wellington Management Group LLP on February 4, 2021. (3) Information based on the Schedule 13G filed with the SEC by The Vanguard Group on February 10, 2021. 60   In addition, we (4) Includes 84,000 shares held directly by Mr. Welch’s spouse and 7,899 shares held in entities controlled by Mr. Welch’s adult children and in which Mr. Welch has an equity interest. (5) Except as otherwise indicated, the Named Executive Officers in the table have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them and such shares include stock options and SARS, which are currently exercisable or will become exercisable or vested within sixty (60) days of the record date. (6) Mr. Cleveland’s common stock holdings include 30,500 shares owned indirectly for the benefit of Mr. Cleveland’s adult children and 151,737 shares held in several limited liability corporations. (7) Includes a total of 157,175 stock options and 34,958 net SARS which are exercisable within 60 days of the record date. RELATED PARTY TRANSACTIONS The Company entered into transactions with companiesa company affiliated with twoone of our independent Board members. In 2015, the Companymembers in 2020 in which we purchased approximately $0.2$0.9 million of corrugated packaging materials from Welch Packaging Group (“Welch”), an independently owned company established by M. Scott Welch. Mr. Welch, alsowho serves as the President and CEO of Welch. Also in 2015, we sold approximately $0.4 million of various fiberglass and plastic components and wood products to Utilimaster Corporation, a subsidiary of Spartan Motors, Inc. John A. Forbes serves as the President of Utilimaster. Review, Approval or Ratification of Transactions with Related PersonsREVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS We have no formal policy related to the approval of related party transactions. However, the Company undergoes specific procedures when evaluating related party transactions. A related party transaction is generally reported to the Chief Executive Officer or Chief Financial Officer, who assists in gathering the relevant information about the transaction and presents the information to the Board or one of its Committees. The Board then approves, ratifies or rejects the transaction. The related party transactions with Tontine and with companies affiliated with twoone of the Company’s board members described above were approved by the Board consistent with these procedures.     PROPOSALS OF SHAREHOLDERS FOR THE 2022 ANNUAL MEETING PROPOSALS INCLUDED IN THE PROXY STATEMENT Shareholder proposals for inclusion in proxy materials for the next Annual Meeting should be addressed to the Office of the Secretary, 107 West Franklin Street, Elkhart, Indiana 46515-0638, and must be received no later than December 24, 2021. PROPOSALS NOT INCLUDED IN THE PROXY STATEMENT Our Articles of Incorporation require notice of any other business to be brought by a shareholder before the 2022 Annual Meeting of Shareholders (but not included in the proxy statement) to be delivered, in writing, to the Company’s Secretary, together with certain prescribed information, on or after March 23, 2022 and no later than April 22, 2022. Likewise, the Articles of Incorporation and Bylaws require that shareholder nominations to the Board for the election of directors to occur at the 2022 Annual Meeting of Shareholders be delivered to the Secretary, together with certain prescribed information, in accordance with the procedures for bringing business before an annual meeting at which directors are to be elected. 61 HOUSEHOLDING OF ANNUAL MEETING MATERIALS Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Notice of Annual Meeting and Proxy Statement and the Annual Report for the year ended December 31, 20152020 may have been sent to multiple shareholders in your household. If you would prefer to receive separate copies of a proxy statement or annual report either now or in the future, please contact your bank, broker or other nominee. Upon written or oral request to Andy L. Nemeth-Secretary,Joel D. Duthie – Secretary, we will provide a separate copy of the Annual Report for the year ended December 31, 20152020 or Notice of Annual Meeting and Proxy Statement.     OTHER MATTERS A copy of our Annual Report on Form 10-K for the year ended December 31, 2015,2020, excluding certain of the exhibits thereto, may be obtained without charge by writing to Andy L. Nemeth-Secretary,Joel D. Duthie – Secretary, Patrick Industries, Inc., 107 West Franklin Street, P.O. Box 638, Elkhart, Indiana 46515-0638. The Board knows of no other proposals whichthat may be presented for action at the meeting. However, if any other proposal properly comes before the meeting, the persons named in the proxy form enclosed will vote in accordance with their judgment upon such matter. Shareholders are urged to execute and return promptly the enclosed form of proxy in the envelope provided. By Order of the Board of Directors, Joel D. Duthie Secretary April 16, 2021 62          Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/PATK 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.investorvote.com/PATK  IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   A  Proposals – The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3. 1. To elect nine directors to the Board of Directors to serve until the 2022 Annual Meeting of Shareholders.      01 - Joseph M. Cerulli 04 - Michael A. Kitson 07 - Andy L. Nemeth 02 - Todd M. Cleveland 05 - Pamela R. Klyn 08 - Denis G. Suggs 03 - John A. Forbes 06 - Derrick B. Mayes 09 - M. Scott Welch             ☐ Mark here to vote FOR all nominees ☐ Mark here to WITHHOLD vote from all nominees ☐   For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below.      For    Against Abstain /s/ Andy L. Nemeth2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021. ☐ ☐ ☐ 4. To consider and transact such other business as may properly come before the meeting or any adjournment or postponement thereof.      For Against Abstain 3. To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers for fiscal year 2020. ☐ ☐ ☐  B  Authorized Signatures – This section must be completed for your vote to count. Please date and sign below. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Date (mm/dd/yyyy) – Please print date below. Signature 1 – Please keep signature within the box. Signature 2 – Please keep signature within the box.       /      / The 2021 Annual Meeting of Shareholders of Patrick Industries, Inc. will be held on Thursday, May 13, 2021 at 10:00 A.M. EDT, virtually via the internet at www.meetingcenter.io/241836370. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is – PATK2021. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.investorvote.com/PATK Small steps make an impact.    Help the environment by consenting to receive electronic   Andy L. Nemeth Secretarydelivery, sign up at www.investorvote.com/PATK April 26, 2016q  IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q   PATRICK INDUSTRIES, INC. Annual Meeting of Shareholders May 13, 2021 10:00 AM (EDT) This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Andy L. Nemeth and Jacob R. Petkovich, or either of them, as the undersigned’s proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the undersigned’s Common Stock in PATRICK INDUSTRIES, INC. and at any adjournment or postponement thereof, with the same authority as if the undersigned were personally present. The 2021 Annual Meeting of Shareholders of PATRICK INDUSTRIES, INC. will be held on Thursday, May 13, 2021 at 10:00 A.M. EDT, virtually via the internet at www.meetingcenter.io/241836370. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is – PATK2021. This proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder. If this proxy is properly executed but no such directions are made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side    C   Non-Voting Items   Change of Address– Please print new address below. Comments– Please print your comments below.