David Stewart
About David R. Stewart
Independent director of AAON since October 2021; age 69; currently Chief Administrative Officer and Trustee of the Oklahoma Ordnance Works Authority (MidAmerica Industrial Park). Certified Public Accountant with MS and BS from Oklahoma State University; term expires at the 2026 Annual Meeting; serves on Audit and Governance Committees . Affirmatively determined independent under NASDAQ/SEC standards; subject to AAON’s anti‑hedging/pledging policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cherokee Nation Businesses, LLC | Chief Executive Officer | Prior to Dec 2012 (appointed to OOWA in Dec 2012) | Led Tribal-State Gaming Compact negotiations in 2004; diversified portfolio to non‑gaming enterprises employing 3,500+ |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Oklahoma Ordnance Works Authority (MidAmerica Industrial Park) | Chief Administrative Officer & Trustee | Appointed Dec 2012; current | Oversees 9,000-acre industrial park with 80+ companies (e.g., Google, Siemens, Chevron Phillips), ~4,500 employees |
| Governor’s Council of Workforce and Economic Development | Member | Current | State workforce/economic development oversight |
| Oklahoma State Board of Career and Technology Education | Member | Current | Oversight of career technical training statewide |
| Tulsa Regional Chamber | Board of Directors | Current | Regional business leadership |
| Tulsa’s Future (Executive Committee) | Executive Committee Member | Current | Regional economic development strategy |
| Oklahoma Business Roundtable | Chair, Board of Directors | Current | Statewide business/economic development support |
| State Chamber of Oklahoma | Board of Directors | Current | State business advocacy |
| Tulsa Community College Foundation | Board of Directors | Current | Education philanthropy governance |
Board Governance
- Independence: Board affirmatively determined Stewart is independent under AAON and NASDAQ/SEC standards .
- Committee assignments: Audit Committee member; Governance Committee member (not chair) .
- Meeting cadence and participation: 2024 Board met 5 times; Audit 4; Governance 5; member participation >75% across committees (Board-level statistic) .
- Executive sessions: Independent Chair/Vice Chair preside; committee chairs preside for their committees .
- Board leadership: Independent Chair (A.H. McElroy II) and Independent Vice Chair (Caron Lawhorn) structure maintained; annual review by independent directors .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual retainer (cash) | $65,000 |
| Audit Committee membership fee | $10,000 |
| Governance Committee membership fee | $9,000 |
| Meeting fees | Included in retainer (no separate fees) |
| Total cash fees (2024) | $84,000 |
Notes:
- Director compensation plan includes quarterly cash payments; annual retainer is inclusive of meetings .
- Committee chair fees apply only to chairs; Stewart is not a chair .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 21, 2024 | 1,283 | ~$97,743 [grant values ranged $75.90–$76.48/share] | Vests ratably over remaining board term |
| Unvested RSAs outstanding (as of 12/31/2024) | — | 2,463 | — | Per award schedule; time-based |
Program structure:
- Non‑employee directors receive annual RSAs; no stock options or PSUs granted to directors; footnote confirms no non‑qualified options granted during director terms .
- Equity ownership/retention guidelines require robust holdings and retention until guidelines met (see below) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Stewart |
| Private/public trust/government boards | Multiple civic/economic development boards in Oklahoma (see External Roles) |
| Potential interlocks | OOWA/MidAmerica Industrial Park hosts large corporate tenants; no AAON-related transactions disclosed with Stewart |
Expertise & Qualifications
- CPA; MS and BS in Business from Oklahoma State University .
- Experience spanning executive management, financial oversight, economic development, and governance; designated Audit Committee member with Board-wide risk oversight emphasis .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares owned (beneficial) | 10,052 | As of March 14, 2025 |
| Shares held via 401(k) Plan | 3,000 | As of March 14, 2025 |
| Unvested RSAs | 2,463 | As of Dec 31, 2024 |
| Stock options | None | No options granted to non‑employee directors |
| Shares outstanding (reference) | 81,317,584 | As of March 14, 2025 |
| Ownership as % of outstanding | ~0.012% | 10,052 / 81,317,584; references: |
Stock Ownership Guidelines:
- Directors must hold a minimum of 6x board-level cash retainer; all current non‑employee directors, including Stewart, satisfy the requirement as of March 14, 2025 .
Insider Trades
- Section 16 compliance: Company reports timely filings in 2024 for directors and officers, except specified forms for other individuals; no Stewart-specific exceptions noted .
- Note: Attempted to retrieve Form 4 detail via Insider Trades skill; data unavailable due to authorization error. Equity ownership above reflects latest proxy data .
Governance Assessment
- Strengths: Independence; Audit and Governance Committee service; CPA credentials align with financial oversight; robust ownership guideline compliance; anti‑hedging/pledging policy strengthens alignment .
- Engagement: Board/committee participation reported >75% at the committee level; regular executive sessions foster independent oversight .
- Conflicts/Related parties: 2024 related‑party transactions disclosed for other parties (Fields Mechanical Systems, Asbjornson consulting, Kvichak Lodge, N25VR LLC); none involving Stewart identified, reducing conflict risk .
- Signals: Board compensation review by independent consultant (Meridian) and targeted competitive ranges; directors compensated via time‑vested RSAs, emphasizing long‑term alignment; company say‑on‑pay support was 96.8% in 2024 (context for governance climate) .
- Watch items: Stewardship of MidAmerica Industrial Park with large corporate tenants could create perceived network influence; no AAON‑related transactions disclosed; continue monitoring related‑party disclosures and Section 16 filings for changes .
Say‑on‑Pay & Shareholder Feedback (context):
- Advisory approval of NEO compensation: 96.8% in 2024; average ~95.2% over last three years, indicating broad investor support for AAON’s pay practices .