A.H. McElroy II
About A.H. McElroy II
A.H. “Chip” McElroy II, age 62, has served on AAON’s Board since 2007 and is the Independent Chairman of the Board; he is also Chair of the Governance Committee and a member of the Compensation Committee . McElroy is President, CEO, and Chairman of McElroy Manufacturing, Inc. (since 1997) and holds a B.S. in Mechanical Engineering from the University of Tulsa; he is a licensed Professional Engineer (P.E.) and has completed executive programs including STAGEN ILP/ALP and multiple YPO/Harvard programs . He is nominated for re‑election as a Class I Director at the May 13, 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AAON, Inc. | Independent Chairman of the Board | Elected Independent Chair in 2022; Director since 2007 | Presides over Board and independent director executive sessions; leads Governance Committee |
| HydroHoist Marine Group (private) | Advisory Board Member | 2016 – June 2019 | Advisory capacity |
| McElroy Manufacturing, Inc. (private) | President, CEO, Chairman | Since 1997 | Executive leadership in manufacturing |
| Southern Specialties Co. (private) | Chairman | Since 2002 | Specialty sheet metal manufacturing oversight |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| Pryer Aerospace (private) | Board of Directors | Since 2016 | Aerospace structural components |
| Ascension St. John Health System | Local Advisory Board Member | Since 2017 | Healthcare system advisory |
| STAGEN Leadership Academy / YPO / Harvard Business School programs | Graduate/Participant | Various programs completed | Leadership and market strategy programs |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined McElroy is independent under NASDAQ/SEC and company standards . |
| Board Leadership | Independent Chairman; Vice-Chair is Caron A. Lawhorn (also Audit Chair) . |
| Committees | Governance Committee Chair; Compensation Committee Member . |
| Committee Independence | All committee chairs and members are independent under NASDAQ/SEC rules . |
| Meeting Counts (2024) | Board 5; Audit 4; Compensation 6; Governance 5 . |
| Attendance | Member participation >75% across Board and committees . |
| Executive Sessions | Independent directors and committees regularly hold sessions; Independent Chair/Vice Chair preside . |
| Hedging/Pledging Policy | Prohibits short sales, hedging, derivatives, and pledging/margin accounts for directors/officers/employees . |
| Stock Ownership Guidelines | Directors must hold ≥6x board cash retainer; all non‑employee directors meet requirements as of Mar 14, 2025 . |
| Stockholder Engagement | Active IR program; ~130 engagements in 2024; feedback integrated in strategy/reporting . |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual Board Retainer (cash) | $65,000 |
| Independent Chair Fee (cash) | $83,250 |
| Governance Committee Chair Fee (cash) | $16,000 |
| Compensation Committee Member Fee (cash) | $9,000 |
| Meeting Fees | Included in retainer (no separate meeting fees) |
| Total Cash Fees (2024) | $173,250 |
Performance Compensation (Director)
| Award Type | Grant Date | Quantity/Terms | Grant-Date Fair Value |
|---|---|---|---|
| Restricted Stock Award (RSA) | May 21, 2024 | 1,283 shares; vests ratably over remaining board term | $98,124 (grant-date fair value at $75.90–$76.48 per share) |
| Stock Options | — | None granted to non‑employee directors during tenure | $0 |
| Performance Metrics | — | Director equity awards are time-vested; no director‑specific performance metrics disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for McElroy . |
| Private/non-profit boards | Pryer Aerospace; Southern Specialties; Ascension St. John (advisory) . |
| Potential interlocks with AAON stakeholders | None disclosed involving McElroy . |
Expertise & Qualifications
- Professional Engineer (P.E.) with mechanical engineering degree; seasoned manufacturing executive with operational/technology experience .
- Board matrix lists competencies including operations, operational technology, corporate governance, and strategic/financial planning .
- Governance and leadership credentials through STAGEN and YPO/Harvard programs .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership | 133,533 AAON shares (sole voting/investment power unless otherwise noted) . |
| Ownership % of outstanding | <1% of class . |
| Unvested director RSAs outstanding (as of 12/31/2024) | 3,086 shares . |
| Options (director) | None outstanding; non‑qualified options not granted to directors . |
| Section 16(a) filing compliance | Company reports timely filings for directors in 2024; exceptions noted did not include McElroy . |
| Ownership guideline compliance | All non‑employee directors meet guideline (≥6x cash retainer) as of Mar 14, 2025 . |
| Hedging/pledging | Prohibited by policy for directors . |
Governance Assessment
- Strengths
- Independent Chairman role with committee leadership reinforces board independence and oversight quality .
- All committees chaired and populated by independent directors; audit chair designated “financial expert” .
- Robust governance policies: anti‑hedging/pledging, strong ownership requirements, executive/officer clawbacks including Nasdaq‑compliant policy .
- Compensation Committee uses independent consultant (Meridian) and benchmarks to a defined peer group; no interlocks or insider participation on comp committee .
- High say‑on‑pay support (96.8% in 2024; 95.2% 3‑year avg), indicative of investor confidence in governance and pay practices .
- Potential Watch Items
- Company-level related party transactions (e.g., with CEO’s family entity, travel/meeting arrangements) are disclosed; none involve McElroy, but they represent broader governance exposure to monitor .
- Attendance reported at “>75%” rather than exact rates; continued tracking of individual director attendance advisable .
Overall, McElroy’s independent board leadership, committee roles, and manufacturing/operations expertise support AAON’s governance effectiveness, with aligned director equity, strong ownership requirements, and no disclosed McElroy‑specific conflicts. Continued oversight of corporate related‑party transactions and transparent attendance reporting would further strengthen investor confidence .