Gary Fields
About Gary D. Fields
Gary D. Fields, age 65, is AAON’s Chief Executive Officer and a director since 2015; he served as President from November 2016 to January 1, 2024 and has been CEO since May 2020. He has 35+ years in HVAC, including roles at Texas AirSystems and leadership within ASHRAE, and is owner/President of GKR Partners LTD (consulting to AAON and its reps from 2013–2016). He is not independent under Nasdaq/AAON standards and currently serves in the director class expiring at the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AAON | President | Nov 2016 – Jan 1, 2024 | Led operations, culture of innovation; precursor to CEO role |
| AAON | CEO | May 2020 – present | Strategic growth, data center expansion, capacity investments |
| Texas AirSystems | HVAC equipment sales rep; ownership group member | 1983–2012; owner 2002–2012 | Market/channel expertise; large independent HVAC provider |
| ASHRAE (Fort Worth Chapter) | Chair of committees; President | Various years | Industry leadership and standards engagement |
| GKR Partners LTD | Owner and President | Ongoing; consulting to AAON 2013–2016 | Business development advice to AAON/sales reps |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AAON-Oklahoma (subsidiary) | CEO | Current | Subsidiary leadership |
| AAON Coil Products, Inc. (subsidiary) | CEO | Current | Subsidiary leadership |
| BASX, Inc. (subsidiary) | CEO | Current | Leads BASX branded data center solutions |
Board Governance
- Independence: Not independent (an employee director) per AAON/Nasdaq standards .
- Committee assignments: None listed; AAON’s Audit, Compensation, and Governance Committees are composed of independent directors only .
- Board leadership: Independent Chair (A.H. “Chip” McElroy II) and Independent Vice Chair (Caron A. Lawhorn); independent-led executive sessions held regularly .
- Attendance: Board met 5 times in 2024; all committees met (Audit 4, Compensation 6, Governance 5) with member participation >75% (director-specific attendance not disclosed) .
- Skills/Expertise: Board skills matrix attributes Gary Fields with industry knowledge, operations, engineering management, executive management, sales channel, risk oversight, strategic/financial planning, and financial/operational analysis .
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $720,192 | $745,192 | $790,385 |
Notes:
- 2024 base salary increase 6.7% to $800,000 annual base per program table; actual paid salary $790,385 reflects timing .
Performance Compensation
Annual Cash Incentive (Structure and Payout)
| Component | Weight | Threshold (as % of target) | Target | Maximum | Result FY2024 | Payout Factor Contribution |
|---|---|---|---|---|---|---|
| Operating Profit | 67% | 80% | 100% | 125% | $211.8M vs $248.8M (85%) | 0.33 |
| Net Sales | 33% | 95% | 100% | 105% | $1,200.6M vs $1,223.5M (98%) | 0.25 |
| Weighted Bonus Factor | — | — | — | — | — | 0.58 |
| FY 2024 Bonus Inputs | Value |
|---|---|
| Target bonus as % of base | 105% |
| Base salary used for bonus calc | $790,385 |
| Target bonus $ | $829,904 |
| Weighted bonus factor | 0.58 |
| Individual performance adjustment | 1.00 (no adjustment) |
| Actual bonus paid | $478,022 |
Performance metrics: Operating Profit (pre-tax, after bonus accrual) and Net Sales; linear interpolation between thresholds/targets; no payout below thresholds .
Equity Awards (Design and 2024 Grants)
- Mix: ~50% PSUs (relative TSR), 25% options, 25% RSAs; three-year vesting to align with PSU horizon .
- PSU metric: 3-year TSR relative to S&P 600 SmallCap Capital Goods constituents; payout scale: 0% below 30th percentile, 50% at 30th, 100% at 55th, 200% at 80th+; capped at 100% if absolute TSR negative .
| Grant Type (2024) | Grant Date | Units/Shares | Strike | Grant-Date Fair Value |
|---|---|---|---|---|
| PSUs (target) | 3/11/2024 | 15,104 | — | $1,604,649 |
| RSAs | 3/11/2024 | 7,812 | — | $615,846 |
| Stock Options | 3/11/2024 | 22,338 | $79.73 | $607,314 |
PSU Results (2022–2024 cycle): AAON TSR 143.2% (79.1th percentile) → payout 196.4% of target; vesting reflected in 2025 schedule .
| PSU Payout Scale | Payout as % of Target |
|---|---|
| 80th percentile or above | 200% |
| 55th percentile | 100% |
| 30th percentile | 50% |
| Below 30th percentile | 0% |
| Absolute TSR negative (any percentile) | Cap at 100% |
Realized/Reported Pay (Summary Table)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards | $1,108,912 | $2,240,116 | $2,220,495 |
| Option Awards | $419,259 | $562,500 | $607,314 |
| Non-Equity Incentive (Annual) | $962,283 | $1,421,143 | $478,022 |
| All Other Comp (incl. 401k/HSA, insurance, dividends) | $46,473 | $37,834 | $52,418 |
| Total | $3,401,462 | $5,006,785 | $4,148,634 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Mr. Fields . |
| Compensation Committee interlocks | — | — | None; no NEO/director interlocks requiring disclosure . |
Expertise & Qualifications
- HVAC industry knowledge and sales channel leadership; engineering/operations management; executive management; strategic and financial planning; risk oversight; financial/operational analysis .
- ASHRAE leadership and community roles; extensive private company leadership via subsidiaries .
Equity Ownership
| Ownership Detail | As of/Date | Amount | Notes |
|---|---|---|---|
| Common shares beneficially owned | 3/14/2025 | 102,987 | Sole voting/investment power except as noted |
| Options (exercisable within 60 days) | 3/14/2025 | 143,494 | From holdings of officers/directors table |
| Percent of class | 3/14/2025 | <1% | Starred less than 1% per table |
| Shares held in 401(k) Plan | 3/14/2025 | 5,746 | Plan trustee holdings |
| Options outstanding (exercisable) | 12/31/2024 | 47,191; 28,562; 10,656 (aggregates shown per award lines) | Across multiple grants; see full option table |
| Options outstanding (unexercisable) | 12/31/2024 | 12,912; 11,790; 14,281; 21,312; 22,338 | Across multiple grants |
| RSAs unvested (count; market value) | 12/31/2024 | 19,226; $2,262,516 | Director RSAs vest on board term; officer RSAs over 3 years |
| PSUs unvested (count; market value) | 12/31/2024 | 80,460; $9,468,533 (assumed achievement levels per note) | |
| Stock ownership guideline compliance | 3/14/2025 | CEO requires 6x base salary; all NEOs compliant | Retention: 75% net shares until compliance if below |
| Hedging/Pledging | Policy | Prohibited for directors/officers; no pledging or derivatives | Alignment policy |
Key Vesting Schedules (Selected)
| Restricted Stock (Gary D. Fields) | Shares | Vest Date |
|---|---|---|
| RSA tranche | 3,111 | Mar 6, 2025 |
| RSA tranche | 3,474 | Mar 11, 2025 |
| RSA tranche | 3,939 | Mar 15, 2025 |
| RSA tranche (director) | 383 | May 12, 2025 |
| RSA tranche | 3,111 | Mar 6, 2026 |
| RSA tranche | 2,604 | Mar 11, 2026 |
| RSA tranche | 2,604 | Mar 11, 2027 |
| PSUs (Gary D. Fields) | Shares | Vest Date |
|---|---|---|
| PSU cycle | 45,480 | Mar 15, 2025 |
| PSU cycle | 19,876 | Mar 15, 2026 |
| PSU cycle | 15,104 | Mar 15, 2027 |
Compensation Structure Analysis
- Mix shifts: Program emphasizes at-risk pay; CEO target compensation 82.1% at-risk in 2023; continued heavy equity emphasis (PSUs/options/RSAs) in 2024 .
- Metrics: Short-term metrics tied to Operating Profit and Net Sales; long-term PSUs tied to relative TSR—shareholder-aligned, capped if absolute TSR negative .
- Governance features: No stock option repricing, no tax gross-ups, robust clawbacks (Nasdaq-compliant), no employment agreements; double-trigger change-in-control equity vesting .
- Consultant independence: Meridian engaged; no conflicts; peer group of 17 companies used for benchmarking (Ameresco, CSWI, Trex, etc.) .
Related Party Transactions (Conflict Risk)
| Related Party | Nature | FY2024 Amounts | Notes |
|---|---|---|---|
| Fields Mechanical Systems (owned by CEO’s brother) | Sales and purchases | Sales $9.7M; Purchases $0.1M; A/R $1.1M at 12/31/24 | Independent sales representative; payments flow for third-party products |
| Kvichak Lodge (partially owned by Mr. Fields) | Purchases | $0.2M | Company meetings hosted at lodge |
| N25VR, LLC (aircraft partially owned by executives—President, VP) | Purchases | $1.1M | Flight time leasing; not a Fields ownership, but exec-related |
| Norman H. Asbjornson (former exec/chair) | Purchases | $0.1M | Separate consulting arrangement disclosure elsewhere |
AAON’s Code prohibits conflicts unless waived by the Board; related-party oversight is within governance processes .
Employment & Contracts
- Employment agreements: None; AAON does not have employment agreements for NEOs .
- Severance: Executive Severance Plan provides 1.5–2.0x base salary and, in certain cases, target bonus, subject to release .
- Change-in-control: Double trigger required for benefits/equity vesting; periodic review for competitiveness; focus on alignment .
- Clawbacks: Three-year misconduct restatement clawback; Nasdaq Section 10D-compliant mandatory compensation recovery for restatements; no indemnification or insurance reimbursement permitted .
Performance & Track Record
- Company TSR: 143.2% from Jan 1, 2022–Dec 31, 2024; exceeded 38 of 48 S&P 600 Capital Goods peers .
- FY2024 operations: Backlog $867.1M (+70% YoY) driven by data center demand; net sales $1,200.6M (+2.7%); Memphis facility purchase $63.4M to add capacity; record capex $195.7M .
- Shareholder returns: Q4 2024 share repurchases $100.0M (1.4M shares @ $73.90 avg) .
Director Compensation (Non-Employee Directors) — Not applicable to Fields
- Mr. Fields is an employee-director; non-employee director cash/equity program not applicable. Note: His RSAs include director-capacity tranches that vest over remaining board term .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: 2022 ~95.0%, 2023 ~93.6%, 2024 ~96.8%; annual say-on-pay cadence .
- Engagement: ~130 investor engagements in 2024; broad investor outreach; governance/strategy feedback loop .
Compensation Committee Analysis
- Members: Angela E. Kouplen (Chair), A.H. McElroy II, Bruce Ware—all independent .
- Interlocks/insider participation: None .
- Consultant: Meridian Compensation Partners; independent, no conflicts .
Governance Assessment
-
Strengths
- Independent Chair/Vice Chair; independent-only committees; regular executive sessions .
- Pay-for-performance architecture with robust clawbacks; no repricing, no tax gross-ups; double-trigger CIC .
- Stock ownership policies and hedging/pledging prohibitions; CEO meets guideline (6x salary) per NEO compliance .
- Strong TSR performance and disciplined equity design (relative TSR PSUs) .
-
Watch items / RED FLAGS
- Related-party transactions: Significant sales to entity owned by CEO’s brother ($9.7M), corporate spend at lodge partially owned by CEO ($0.2M); monitoring of approvals/terms warranted .
- Employee-director status: Not independent; no committee roles; ensure independent oversight remains effective .
- Aircraft leasing via exec-owned entity (non-Fields) at $1.1M—broader optics on related-party procurement .
- Annual bonus funded below target in 2024 (weighted factor 0.58) despite strong TSR, underscoring balance of short/long-term metrics .
-
Overall: Board structure and compensation governance appear robust, but recurring related-party dealings in the executive ecosystem merit continued scrutiny to safeguard investor confidence .