Matt Shaub
About Matt Shaub
Matthew “Matt” Shaub is Executive Vice President & General Manager of AAON’s BASX business unit, appointed effective January 1, 2025; he joined AAON in January 2024 as Director of Product Management and previously held senior roles at HB Global and Johnson Controls (York) spanning operations, strategy, and general management. He is 47 years old and part of AAON’s realignment to drive BASX growth in data center cooling; during 2024, AAON reported 3-year TSR of 143.2%, year-end backlog up 70% to $867.1M, and $200M of Q4 orders for BASX data center liquid cooling solutions, with 2024 net sales of $1,200.6M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AAON | Executive Vice President & General Manager, BASX Business Unit | 2025–present | Leads product strategy and business-unit execution across engineering, product management, and customer care for BASX . |
| AAON | Director of Product Management | 2024 | Drove product management strategies for existing and new products/solutions . |
| HB Global, LLC | Senior Vice President, Operations & Strategy | 2020–2023 | Led multi-site operations and strategy for mechanical services platform . |
| Johnson Controls (Commercial Ducted Systems) | Vice President & General Manager | 2019–2020 | P&L leadership for commercial ducted systems . |
| Johnson Controls / York International | Various leadership roles | ~2000–2019 | Two decades of manufacturing, engineering, product, and customer leadership . |
External Roles
- None disclosed in AAON filings reviewed .
Fixed Compensation
- Individual base salary and bonus for Mr. Shaub were not disclosed in the FY2024 proxy (he was not an NEO for 2024). Upon appointment to EVP effective 1/1/2025, he became eligible to participate in all elements of AAON’s executive compensation program .
- Context: 2024 base salaries disclosed for NEOs (e.g., CEO $800k; CFO $410k; EVP roles at $400k–$500k), illustrating pay scale for senior officers, but not specific to Mr. Shaub .
Performance Compensation
Plan design applicable to executive officers (including EVPs) emphasizes revenue and profitability:
| Metric | Weighting | Threshold (as % of Target) | Target | Maximum | Payout at Threshold | Payout at Target | Payout at Maximum |
|---|---|---|---|---|---|---|---|
| Operating Profit | 67% | 80% | 100% | 125% | 33.33% | 100% | 200% |
| Net Sales | 33% | 95% | 100% | 105% | 33.33% | 100% | 200% |
2024 actuals for plan calibration:
| Metric | Opportunity Budget | Actual Results | % of Budget | Weighted Bonus Factor |
|---|---|---|---|---|
| Operating Profit | $248.8M | $211.8M | 85% | 0.33 |
| Net Sales | $1,223.5M | $1,200.6M | 98% | 0.25 |
| Total | — | — | — | 0.58 |
- Individual performance modifier: ±15% of earned payout, applied at Committee discretion; in 2024, no adjustments were applied to NEOs .
- Long-term equity: AAON grants options and restricted stock (time-based) and PSUs (3-year TSR vs S&P SmallCap 600 Capital Goods peer set; 0–200% payout). Options/restricted typically vest 33.3% per year; PSUs cliff vest after the 3-year performance period .
Equity Ownership & Alignment
Current reported holdings and vesting detail:
| Instrument | Amount/Detail | Ownership Form | Key Dates / Terms |
|---|---|---|---|
| Common Stock | 360 shares | Direct | Initial beneficial ownership per Form 3 (filed Jan 10, 2025) . |
| Common Stock (401(k)) | 233 shares | Indirect (401(k) Plan) | Reported in Form 3 . |
| Stock Options | 1,029 options @ $79.73 | Direct | First exercisable 03/11/2025; expires 03/11/2034 (grant date pricing; 10-year term) . |
| Option Vesting (Standard Terms) | 343 / 343 / 343 | — | Company states options vest in equal installments over 3 years; thus expected annual tranches on or about 3/11/2025, 3/11/2026, 3/11/2027 . |
Alignment policies and restrictions:
- Stock ownership guideline: CFO/COO/EVP/SVP must hold shares equal to 3x base salary; if below, must retain 75% of net-after-tax vested shares/options until compliant .
- Hedging/pledging prohibition: No hedging, short sales, derivative transactions, or pledging/margin accounts for directors/officers/employees .
- Ownership and retention policies apply to executive officers; as of March 14, 2025, all NEOs met minimum ownership; Mr. Shaub’s individual compliance level not disclosed (he was not an NEO for 2024) .
Employment Terms
- Employment agreement: None entered into in connection with his EVP appointment (effective 1/1/2025) .
- Executive Severance Plan (effective 7/30/2024):
- Base severance (without CIC): EVP category eligible for 1.5x annual base salary, payable in installments, subject to release of claims .
- Change-in-control (double trigger): If terminated within 24 months post-CIC, severance equals 1.5x (for EVPs) times the sum of base salary plus target bonus, paid as a lump sum; pro-rated annual bonus for year of termination also payable; COBRA premium cash payments for duration of severance period .
- Conditions: Compliance with restrictive covenants; offsets for duplicative severance; Section 409A timing; 280G cutback to maximize after-tax value; no tax gross-ups .
- Equity treatment: AAON uses double-trigger vesting for equity in CIC contexts aligned with the severance framework .
Investment Implications
- Pay-for-performance linkage: Annual bonus is driven 67% by Operating Profit and 33% by Net Sales, aligning Mr. Shaub’s incentives with profitability and growth in a period of BASX-led data center demand; 2024 plan calibration produced a 0.58 bonus factor, demonstrating downside sensitivity when profit/net sales underperform plan .
- Retention dynamics: EVP-level severance (1.5x salary; CIC multiple adds target bonus, lump-sum) plus robust equity programs support retention while avoiding single-trigger windfalls; absence of an individual employment agreement provides organizational flexibility .
- Insider selling pressure: Initial beneficial ownership is small (360 direct; 233 via 401k) with a 1,029-share option vesting over three years; AAON’s no-hedging/no-pledging policy and 3x-salary ownership guideline (with 75% net-share retention if below) reduce near-term selling pressure and support alignment as equity accumulates through vesting .
- Execution risk and value creation: Mr. Shaub’s two-decade Johnson Controls background and BU leadership role coincide with AAON’s BASX acceleration (Q4’24 ~$200M data center orders; backlog +70% YoY to $867.1M); successful execution on capacity expansion and data center solutions is a key operating lever for AAON’s revenue/margin trajectory under the current incentive framework .
Note: No individualized 2024 compensation components (salary/bonus/equity grants) for Mr. Shaub were disclosed in the FY2024 proxy; future proxies and Section 16 forms should be monitored for grant sizes, vesting, and transactions .