Matt Tobolski
About Matt Tobolski
Matt J. Tobolski, PhD, is President and Chief Executive Officer of AAON (effective May 13, 2025) and joined the Board the same day as a Class I director; he previously served as President and Chief Operating Officer from January 1, 2024 and led BASX (acquired by AAON in 2021) before that. He is 41 and holds a BS in Civil Engineering (UMass Dartmouth) and MS/PhD in Structural Engineering (UC San Diego) . During 2024, while serving as President/COO, AAON ended the year with backlog of $867.1M (+70% YoY) and net sales of $1,200.6M (+2.7% YoY), and delivered 143.2% three‑year TSR through December 31, 2024, far outpacing small-cap capital goods peers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AAON | President & Chief Operating Officer | 2024–2025 | Led reorganization and growth initiatives; oversaw operations during step‑up in data center demand and backlog expansion . |
| BASX (AAON subsidiary) | President & Co‑Founder | 2014–2024 | Built BASX into an emerging player in data center and cleanroom markets prior to/after 2021 acquisition by AAON . |
| AAON | President & CEO | 2025–Present | Appointed CEO and director effective May 13, 2025 . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Structural Integrity Associates, Inc. | Executive Advisor | 2017–2022 | Provided engineering advisory services following sale of prior companies, augmenting technical leadership depth . |
Fixed Compensation
| Element | 2024 Terms | Notes |
|---|---|---|
| Base salary (set) | $500,000 | Set with promotion to President & COO effective Jan 1, 2024 . |
| Salary paid (FY2024 SCT) | $503,548 | Reported salary in Summary Compensation Table . |
| Perquisites | Executive physicals; no tax gross‑ups | Limited perqs; “No tax gross‑ups” policy . |
Performance Compensation
- Annual incentive structure:
- Metrics and weights: Operating Profit 67%; Net Sales 33%. Linear interpolation; no payout below threshold .
- 2024 Company results: Operating Profit $211.8M (85% of target, factor 0.33); Net Sales $1,200.6M (98% of target, factor 0.25); Weighted Bonus Factor 0.58 .
- Matt Tobolski 2024 target and payout: Base considered $503,548; Target bonus 70% of base; Weighted factor 0.58; Payout $203,000 (no individual adjustment) .
| Metric | Weight | Target | Actual | Payout factor |
|---|---|---|---|---|
| Operating Profit | 67% | $248.8M | $211.8M | 0.33 |
| Net Sales | 33% | $1,223.5M | $1,200.6M | 0.25 |
| Weighted bonus factor | — | — | — | 0.58 |
| Matt Tobolski bonus | — | 70% of base | — | $203,000 |
- Long‑term incentives (grant policy and mix):
- Target LTI mix: PSUs 50%, Options 25%, RSAs 25%; PSUs vest on 3‑yr relative TSR vs S&P 600 Capital Goods; 0–200% payout; negative absolute TSR caps at 100% .
- FY2024 PSU cycle (2022–2024) paid out at 196.4% of target (79.1th percentile TSR; 143.2% absolute TSR) for awards maturing in 2025 (companywide reference) .
| 2024 Grants (Matt) | Grant date | Quantity/Terms | Fair value |
|---|---|---|---|
| PSUs (target) | 3/11/2024 | 3,927 target (1,964 thr; 7,854 max); 3‑yr TSR; vests 3/15/2027 | $417,204 |
| RSAs | 1/01/2024 | 2,226 shares; time‑vest | $162,431 |
| Options | 1/01/2024 | 7,215 @ $73.87; 10‑yr term; 3‑yr ratable vest | $162,514 |
- Vesting schedule (Matt):
- Restricted Stock: 742 shares vest on Jan 1, 2025; 742 on Jan 1, 2026; 742 on Jan 1, 2027 .
- PSUs: 3,927 (target) scheduled to vest Mar 15, 2027 (0–200% actual) .
- Options: 7,215 granted 1/01/2024, vest in equal installments over three years; expire 1/01/2034 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 331,159 shares (less than 1% of class) as of March 14, 2025 . |
| Options exercisable within 60 days | 2,405 shares (aggregate across grants) . |
| Options outstanding (unexercisable) | 7,215 @ $73.87; exp. 1/01/2034 . |
| Unvested RSAs | 2,226 shares (vesting 2025–2027) . |
| Unvested PSUs | 3,927 target (vesting 3/15/2027; 0–200% actual) . |
| 401(k) shares | 2,123 shares held in 401(k) plan . |
| Ownership guidelines | COO/EVP/SVP: 3x base salary; retention 75% net shares if below threshold; all NEOs in compliance as of 3/14/2025 . |
| Hedging/Pledging | Prohibited (no hedging, no pledging, no derivatives; no margin accounts) . |
| Form 4 activity noted | Company disclosed a Form 4 on Apr 8, 2024 to report a grant for Matt Tobolski (no sales disclosed in that note) . |
Potential selling pressure dates to monitor: RSA vestings on Jan 1 of 2025/2026/2027 (742 shares each) and PSU conversion on Mar 15, 2027 (performance dependent), alongside annual option vesting tranches from the 1/01/2024 grant; standard blackout windows and 10b5‑1 plans may influence timing .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start at AAON (BASX) | Hired with acquisition as President & Co‑Founder of BASX effective Dec 10, 2021 . |
| Promotions | President & COO effective Jan 1, 2024; President & CEO effective May 13, 2025 . |
| Board service | Appointed Class I director effective May 13, 2025; term through 2028 annual meeting . |
| Employment agreement | No employment agreement in connection with CEO appointment (company does not have NEO employment agreements) . |
| Severance plan | Executive Severance Plan provides 1.5x–2.0x the sum of base salary and, in certain circumstances, target annual bonus; subject to release of claims . |
| Change‑in‑control | Double‑trigger for benefits and equity vesting (CIC plus qualifying termination required) . |
| Clawbacks | Discretionary misconduct‑related clawback (3‑yr lookback) plus mandatory Nasdaq‑compliant recovery policy for restatements; no indemnification or insurance reimbursement for recovered comp . |
| Related party transactions | Company leased aircraft time from an entity partially owned by Matt Tobolski; $1.1M in FY2024; governed by written lease agreement . |
Board Governance (Director and Officer)
- Structure and independence: Independent Chair (A.H. “Chip” McElroy II) and Independent Vice Chair (Caron Lawhorn); board majority independent; Tobolski is not independent as CEO .
- Committees and 2024 activity: Audit (Chair: Lawhorn), Compensation (Chair: Kouplen), Governance (Chair: McElroy); 2024 meetings—Board 5, Audit 4, Compensation 6, Governance 5; member participation >75% .
- Executive sessions: Regular executive sessions of independent directors .
- Anti‑hedging/pledging: Policy prohibits hedging/pledging by directors and officers .
Dual‑role implications: Tobolski serves as CEO and director but not as Chair; the independent Chair/Vice Chair structure and majority‑independent board mitigate typical CEO‑Chair concentration risks .
Director Compensation (context)
- Non‑employee director fees: Annual cash retainer $65,000, with additional chair and leadership retainers; equity grants (e.g., 1,283 RSAs in May 2024) vesting over director terms; fees disclosed only for non‑employee directors (executive directors are not included) .
- Director ownership guidelines: 6x board cash retainer, with retention policy if not met .
Compensation Structure Analysis
- Pay‑mix emphasizes at‑risk comp: Program targets market‑median total comp with meaningful equity (PSU‑heavy) weighting; no tax gross‑ups; no option repricing; robust clawbacks; anti‑hedging/pledging; stock ownership requirements .
- Annual bonus metrics tied to Operating Profit and Net Sales, aligning cash incentives to operational execution; 2024 below target on both led to 0.58x factor .
- Peer benchmarking: Committee benchmarks against a 17‑company peer set (e.g., CSWI, Encore Wire, Enerpac, Trex, Simpson Mfg., etc.); targets generally near median .
- Say‑on‑pay support: 2024 approval 96.8%; 3‑yr average ~95.2%; 2025 vote passed (67.56M votes for) .
Performance & Track Record
- Financial outcomes (2024): Backlog $867.1M (+70% YoY); net sales $1,200.6M (+2.7% YoY) .
- Shareholder returns: ~143.2% TSR (Jan 1, 2022–Dec 31, 2024); stock closed $117.68 on Dec 31, 2024 (up ~59.3% vs Dec 29, 2023) .
- Strategic priorities under Tobolski: Investor Day outlined two‑brand operating model, ramping data center thermal management (air‑side and liquid) under BASX, and mid‑teens 2025 sales growth outlook; affirmed 3‑year targets of 12.5%+ organic sales CAGR and 32%–35% gross margin .
Risk Indicators & Red Flags
- Related party aircraft lease ($1.1M FY2024) tied to entity partially owned by Tobolski; disclosed and under written agreement—monitor for governance optics and recurring magnitude .
- Anti‑hedging/pledging policy reduces misalignment risk; no option re‑pricing permitted; robust clawbacks mitigate restatement risk .
- No employment agreement (market positive for flexibility), but severance/change‑in‑control protections in place (double trigger) .
- Section 16(a) note lists a Form 4 for grants to Tobolski (Apr 8, 2024); no late filings otherwise highlighted; continue to monitor Form 4s around vesting windows .
Say‑on‑Pay & Shareholder Feedback
| Year | Outcome |
|---|---|
| 2024 | 96.8% approval (say‑on‑pay) . |
| 2025 | Passed; 67,561,048 votes “For” (8‑K meeting results) . |
Compensation Peer Group (used for 2024 decisions)
Ameresco; Armstrong World; CECO Environmental; CSW Industrials; Encore Wire; Enerpac Tool; Gibraltar Industries; Insteel; PGT Innovations; Powell Industries; Quanex; Simpson Manufacturing; Thermon; The AZEK Company; The Gorman‑Rupp Company; Trex; Vicor .
Equity Award Vesting Calendars (Matt Tobolski)
- Restricted Stock Awards (RSAs):
- 742 shares on Jan 1, 2025; 742 on Jan 1, 2026; 742 on Jan 1, 2027 .
- Performance Stock Units (PSUs):
- 3,927 target on Mar 15, 2027 (0–200% payout based on relative TSR) .
- Stock Options:
- 7,215 @ $73.87 (granted 1/01/2024), vest ratably over three years; expire 1/01/2034 .
These dates can create mechanical supply events; monitor Form 4 filings and potential 10b5‑1 plans around the vest dates .
Investment Implications
- Pay‑for‑performance alignment is strong: Heavy PSU weighting tied to relative TSR, operational bonus metrics (Operating Profit and Net Sales), robust ownership guidelines, and anti‑hedging/pledging policies support alignment with shareholders .
- Retention risk appears contained: Meaningful unvested equity through 2027, severance/change‑in‑control protections, and compliance with ownership guidelines reduce near‑term retention risk .
- Trading signals: Track RSA and PSU vesting dates (Jan 1, 2025/2026/2027; Mar 15, 2027) and option tranches from 2024 grant for potential selling pressure windows; watch for related Form 4 activity .
- Governance watchpoint: The related‑party aircraft lease ($1.1M in 2024) is a recurring item to monitor for magnitude and terms; presence of independent Chair and strict insider policies mitigates broader independence concerns given CEO/director dual role .