Norman Asbjornson
About Norman H. Asbjornson
Founder of AAON and long‑time former CEO (1988–May 2020), then Executive Chairman until May 2022; currently a non‑independent director with term expiring in 2027. Age 89; board tenure 37 years; core credentials in executive management, engineering management, operations, industry knowledge, and strategic planning .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| AAON, Inc. | Chief Executive Officer | 1988–May 2020 | Led growth from inception; founder leadership |
| AAON, Inc. | Executive Chairman | May 2020–May 2022 | Oversight of subsidiaries; retired May 2022 |
| AAON, Inc. | President | 1988–Nov 2016 | Transitioned presidency to Gary Fields in 2016 |
| AAON‑Oklahoma (wholly‑owned) | Executive Chairman (until retirement) | Through May 2022 | Subsidiary leadership |
| AAON Coil Products, Inc. (wholly‑owned) | Chairman (until retirement) | Through May 2022 | Subsidiary leadership |
External Roles
No other current public company directorships disclosed in the proxy biography for Mr. Asbjornson .
Board Governance
- Independence: Not independent (retired CEO/former Executive Chairman; fails NASDAQ independence tests) .
- Committee assignments: Not listed as a member of Audit, Compensation, or Governance Committees; committee chairs and members are independent directors (Kouplen, Lawhorn, McElroy, LeClair, Stewart, Ware) .
- Board leadership: Independent Chair (A.H. “Chip” McElroy II) and Independent Vice‑Chair (Caron Lawhorn) structure; independent committee chairs .
- Attendance/engagement: 2024 meetings—Board: 5; Audit: 4; Compensation: 6; Governance: 5; “Member Participation >75%” at each—company reports robust executive sessions led by independent chairs .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Paid quarterly; meeting fees included |
| Consulting payments (“All Other Compensation”) | $145,106 | Under consulting contract with AAON |
| Total cash (retainer + consulting) | $210,106 | Calculated per disclosed items |
| Equity (Restricted Stock Awards grant‑date fair value) | $97,377 | 1,283 shares granted May 21, 2024; $75.90–$76.48 per share |
| Total 2024 director compensation | $307,483 | Sum of cash and equity |
Performance Compensation (Director)
| Equity Instrument | Grant | Terms | Performance Link |
|---|---|---|---|
| Restricted Stock Award (RSA) | 1,283 shares (May 21, 2024) | Vests ratably over remaining board term | No performance conditions (time‑vested) |
Non‑qualified options were not granted to non‑employee directors in their director capacity; Mr. Asbjornson nonetheless holds significant vested, exercisable options from prior executive service (see Equity Ownership) .
Other Directorships & Interlocks
- None disclosed for Mr. Asbjornson; no committee roles at other public companies reported in the biography section .
Expertise & Qualifications
- Skills matrix highlights: Engineering Management; Executive Management; Industry Knowledge; Operations; Sales Channel; Strategic and Financial Planning .
Equity Ownership
| Metric | Value | Detail/Breakdown |
|---|---|---|
| Beneficial ownership (Mar 14, 2025) | 13,934,550 shares; 17.1% of outstanding | Includes 10,769 shares via 401(k); 647,104 shares issuable within 60 days via options; 1,424,949 shares owned by his foundation; 11,755,758 shares held as trustee; sole voting/investment power |
| Director holdings table (Mar 14, 2025) | 13,287,446 shares; 647,104 options | 17.14% of class; options exercisable currently or within 60 days |
| Vested/exercisable non‑qualified options outstanding | 699,589 options | As of Dec 31, 2024, in footnote to director compensation |
| 401(k) plan holdings | 10,769 shares | Company stock held by plan trustee |
| Ownership policy (Directors) | Minimum = 6× board cash retainer | All current non‑employee directors meet requirement as of Mar 14, 2025 |
| Hedging/pledging | Prohibited | No short sales, hedging, derivatives, or pledging allowed |
Governance Assessment
-
Strengths
- Founder/operator with deep industry and operational expertise; long‑tenured strategic oversight .
- Significant “skin in the game” with 17% ownership aligning interests with long‑term value creation; robust director ownership policy compliance .
- Board structure features independent Chair/Vice‑Chair and fully independent key committees; regular executive sessions enhance oversight integrity .
- Anti‑hedging/pledging policy strengthens alignment and reduces misalignment risk .
-
Risks and potential conflicts
- Independence: Mr. Asbjornson is not independent; dual status as former CEO/executive chair and controlling shareholder may influence board dynamics and related‑party decisions .
- Consulting arrangement: Receives consulting payments ($145,106 in 2024), representing a related‑party transaction and ongoing financial relationship with the company—monitor scope, approval process, and deliverables for appropriateness .
- Related‑party transactions: Company discloses purchases totaling ~$0.1 million involving Mr. Asbjornson; while immaterial in size, they warrant continued audit committee oversight given his influence and role .
- Option overhang: Large pool of vested/exercisable options (699,589) could represent additional economic influence beyond current shareholdings; ensure compliance with trading policies and blackout windows .
-
Signals for investor confidence
- Board and committee independence and participation levels suggest active oversight, which partially offsets risks of a non‑independent, controlling founder director .
- Transparent disclosure of related‑party transactions and director compensation mix (cash + time‑vested equity) aids governance evaluation .
- Strong shareholder alignment policies (ownership requirements; anti‑hedging/pledging) reduce misalignment and pledging risk .
Monitoring recommendations: Maintain scrutiny over the consulting arrangement (scope, duration, and renewals), any further related‑party transactions, and ensure continued robust independent leadership of the board and key committees to balance founder influence .