Rebecca Thompson
About Rebecca Thompson
Rebecca A. Thompson is AAON’s Vice President, Finance, Chief Financial Officer and Treasurer (appointed April 30, 2021), after serving as Chief Accounting Officer since 2012 and Treasurer since 2017; she is a licensed CPA with B.S. in Accounting and Master of Information Systems and Accounting from the University of Tulsa, and spent 11 years in Grant Thornton LLP’s assurance practice as a Senior Manager . During her CFO tenure, AAON generated net sales of $1,200.6 million in 2024 (+2.7% YoY) and delivered three-year TSR of 143.2% (2022–2024), ranking ~79th percentile relative to S&P 600 Capital Goods peers, driving a 196.4% PSU payout for that period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AAON, Inc. | Chief Accounting Officer | 2012–2017 | Led corporate accounting; subsequently assumed Treasurer role . |
| AAON, Inc. | Chief Accounting Officer and Treasurer | 2017–2021 | Expanded oversight to treasury across AAON and subsidiaries . |
| AAON, Inc. | VP, Finance, CFO & Treasurer | 2021–Present | Executive finance leadership; CFO appointment effective Apr 30, 2021 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Grant Thornton LLP | Senior Manager, Assurance | ~11 years (pre-2012) | Licensed CPA; audit/assurance leadership . |
Fixed Compensation
Multi-year compensation for Rebecca Thompson:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 341,154 | 369,231 | 403,269 |
| Stock Awards ($) | 228,312 | 448,053 | 457,277 |
| Option Awards ($) | 86,312 | 112,496 | 125,117 |
| Non-Equity Incentive Plan ($) | 296,291 | 478,504 | 152,048 |
| All Other Compensation ($) | 35,793 | 38,887 | 42,605 |
| Total ($) | 987,862 | 1,447,171 | 1,180,316 |
All other compensation detail (2024):
- 401(k) match: $36,225
- HSA match: $2,641
- Life insurance premiums: $1,428
- Other bonuses (dividends on vested RSAs): $2,311
Base salary progression and target bonus:
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 375,000 | 410,000 |
| Target Bonus (%) | 65% | 65% |
Performance Compensation
Annual cash incentive program structure and 2024 outcomes:
| Metric | Weight | Threshold (as % of Target) | Target | Max | 2024 Opportunity Budget | 2024 Actual | % of Budget | Metric Bonus Factor |
|---|---|---|---|---|---|---|---|---|
| Operating Profit | 67% | 80% | 100% | 125% | $248.8M | $211.8M | 85% | 0.33 |
| Net Sales | 33% | 95% | 100% | 105% | $1,223.5M | $1,200.6M | 98% | 0.25 |
| Weighted Bonus Factor | — | — | — | — | — | — | — | 0.58 |
CFO’s 2024 annual incentive bonus calculation:
| Item | Value |
|---|---|
| Salary for bonus purposes ($) | 403,269 |
| Eligible % of Base | 65% |
| Bonus Target ($) | 262,125 |
| Weighted Bonus Factor | 0.58 |
| Individual Performance Adjustment | 1.00 |
| Annual Incentive Bonus Paid ($) | 152,048 |
Long-term incentives design and CFO 2024 grants:
- Equity mix: ~50% PSUs, 25% stock options, 25% RSAs .
- PSU metric: 3-year TSR vs S&P 600 Capital Goods; 80th percentile=200%, 55th=100%, 30th=50%, below 30th=0%; if absolute TSR negative, payout capped at 100% .
- 2022–2024 PSU result: AAON TSR 143.2%, ~79.1th percentile; payout 196.4% .
| Grant (3/11/2024 unless noted) | Type | Count/Terms | Grant-Date FV ($) |
|---|---|---|---|
| PSUs | 3-year TSR | Target 3,111; Threshold 1,556; Max 6,222 | 330,513 |
| RSAs | Time-vested | 1,608 shares | 126,764 |
| Options | 10-year, 3-year vest | 4,602 options @ $79.73 | 125,117 |
| 1/01/2024 bonus target | Cash | Threshold $86,501; Target $262,125; Max $524,250 | — |
Equity Ownership & Alignment
Ownership and guideline status:
| Item | Value |
|---|---|
| Shares owned (direct/indirect) | 28,163 |
| Shares issuable on options exercisable within 60 days | 170,514 |
| 401(k) shares | 3,767 |
| Ownership as % of outstanding | <1% (company disclosure) |
| Shares outstanding (record date) | 81,317,584 |
| Stock ownership guideline (CFO) | 3x base salary |
| Compliance status | All NEOs satisfy minimum (as of Mar 14, 2025) |
| Hedging/pledging policy | Prohibited (no hedging, no pledging/margin) |
Outstanding options (as of 12/31/2024):
| Grant | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| 1/02/2018 | 9,350 | — | 24.63 | 1/02/2028 |
| 3/11/2019 | 91,500 | — | 27.58 | 3/11/2029 |
| 3/11/2020 | 33,252 | 8,313 | 29.48 | 3/11/2030 |
| 3/11/2021 | 13,482 | — | 48.91 | 3/11/2031 |
| 3/15/2022 | 5,880 | 2,940 | 36.13 | 3/15/2032 |
| 3/06/2023 | 2,132 | 4,262 | 62.04 | 3/06/2033 |
| 3/11/2024 | — | 4,602 | 79.73 | 3/11/2034 |
Upcoming vesting schedules:
Restricted Stock Awards (RSAs):
| Date | Shares |
|---|---|
| Mar 6, 2025 | 622 |
| Mar 11, 2025 | 1,097 |
| Mar 15, 2025 | 812 |
| Mar 6, 2026 | 622 |
| Mar 11, 2026 | 536 |
| Mar 11, 2027 | 536 |
Performance Stock Units (PSUs):
| Date | Shares (scheduled) |
|---|---|
| Mar 15, 2025 | 9,362 |
| Mar 15, 2026 | 3,974 |
| Mar 15, 2027 | 3,111 |
Insider transactions and potential selling pressure indicators:
- 2024 option exercises: 18,500 shares; value realized $1,729,500 .
- 2024 stock awards vested: 2,941 shares; value realized $237,483 .
- Retention requirements: If below ownership guideline, must retain 75% of net shares; all NEOs currently compliant .
Employment Terms
| Provision | Term |
|---|---|
| Employment agreements | None for NEOs . |
| Severance plan | 1.5–2.0x base salary; in certain cases includes target annual bonus; conditioned on release . |
| Change-in-control | Double trigger (CIC plus qualifying termination) for benefits and equity vesting . |
| Clawback policies | Discretionary 3-year misconduct/restatement clawback; Mandatory SEC/Nasdaq 10D-compliant recovery adopted Oct 2, 2023 . |
| Hedging/pledging | Prohibited (short sales, derivatives, margin/pledge) . |
| Stock ownership guidelines | CFO minimum 3x base salary; retention requirement if below minimum . |
| Pension/Deferred comp | No pension or non-qualified deferred comp plans disclosed for NEOs . |
| Perquisites | Executive physicals; modest benefits; no tax gross-ups . |
Compensation Structure Analysis
- Pay-for-performance emphasis: Significant equity-based and variable compensation; CEO and NEO pay targets benchmarked around market median; independent consultant (Meridian) engaged; limited perquisites; no re-pricing of options; no tax gross-ups .
- Annual bonus results moderated by under-target Operating Profit and Net Sales in 2024 (weighted bonus factor 0.58), reducing cash payout vs 2023 .
- Long-term alignment reinforced by TSR-based PSUs with relative peer benchmarking; 2022–2024 outperformance produced a 196.4% payout .
- Ownership guidelines and prohibitions on hedging/pledging strengthen alignment and reduce misalignment risk .
Peer group for 2024 pay decisions (benchmarking): Ameresco, Armstrong World Industries, CECO Environmental, CSW Industrials, Encore Wire, Enerpac Tool Group, Gibraltar Industries, Insteel Industries, PGT Innovations, Powell Industries, Quanex Building Products, Simpson Manufacturing, The AZEK Company, The Gorman-Rupp Company, Thermon Group Holdings, Trex Company, Vicor Corporation .
Say-on-pay support: 96.8% approval in 2024; three-year average ~95.2% .
Performance & Track Record
- 2024 net sales: $1,200.6M (+2.7% YoY); market price $117.68 at 12/31/2024 (+59.3% YoY); share repurchases $100.0M (1.4M shares at $73.90 avg) .
- 2022–2024 TSR: ~143.2% (outperformed 38 of 48 S&P 600 Capital Goods constituents) .
- Backlog at year-end 2024: $867.1M (+70.0% YoY), supported by data center orders; capital investments and capacity expansions across multiple facilities .
Equity Ownership & Retention Risk Flags
- Shares pledged: Prohibited by policy; no pledging permitted .
- Hedging: Prohibited .
- Ownership guideline: CFO 3x base salary; compliant as of March 14, 2025 .
- Upcoming vesting concentration: RSAs (2,531 shares) vest across March 2025; PSUs (9,362 shares) vest March 15, 2025 at achieved levels—potential Form 4 activity; retention requirement applies only if below guideline .
Related Party Transactions
No Rebecca Thompson-specific related party transactions disclosed; company-level related party transactions are monitored under the Code of Business Conduct and Ethics .
Expertise & Qualifications
- Education: B.S. Accounting; Master of Information Systems and Accounting; University of Tulsa; licensed CPA .
- Technical/functional: Corporate finance, accounting, SEC reporting certifications (SOX 906 certifications in multiple SEC filings) .
- Tenure: CFO since April 30, 2021; prior decade in AAON accounting leadership .
Investment Implications
- Alignment: Strong pay-for-performance design with significant PSU weighting and strict hedging/pledging prohibitions; CFO meets ownership guidelines, signaling alignment and reduced misalignment risk .
- Near-term trading signals: Material vesting events in March 2025 (PSUs and RSAs) may lead to reportable transactions; 2024 option exercises indicate active equity realization; monitor Form 4s around vest dates .
- Retention risk: Low—double-trigger CIC protection, defined severance, robust ownership/retention policies, and high historical say-on-pay support suggest stable executive incentives .
- Performance linkage: 2024 cash incentive underperformance vs 2023 underscores sensitivity to Operating Profit and Net Sales; long-term PSU payouts are leveraged to relative TSR—continued outperformance vs peers benefits realized pay .