Stephen LeClair
About Stephen O. LeClair
Stephen O. (“Steve”) LeClair, age 56, is an independent director of AAON elected in 2017, currently serving a term expiring at the 2026 Annual Meeting; he sits on the Audit and Governance Committees and has been affirmatively determined independent under NASDAQ and SEC standards . He is Chairman and Chief Executive Officer of Core & Main, Inc. (NYSE: CNM), and holds a B.S. in Mechanical Engineering (Union College) and an MBA (University of Louisville); he is a graduate of GE Power Generation’s Manufacturing Management Program . Board tenure shown in AAON’s matrix is 8 years for LeClair as of the proxy’s reference period .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Core & Main / HD Supply Waterworks | President, HD Supply Waterworks | Dec 2011–Aug 2017 | Led largest U.S. distributor of water, sewer, storm and fire protection products |
| Core & Main / HD Supply | Chief Operating Officer | 2008–2011 | Operations leadership across distribution/manufacturing/sales |
| HD Supply | President, Lumber & Building Materials | Apr 2007–2008 (divested to ProBuild) | Division leadership through divestiture |
| Core & Main | Senior Director of Operations | 2006 | Operations build-out |
| GE Capital Equipment Services | Senior Vice President | 2002–2005 | Finance/operations leadership |
| GE Appliances & Power Generation | Various roles in distribution, manufacturing, sales | 1992–2002 | Manufacturing and commercial execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Core & Main, Inc. (NYSE: CNM) | Chairman | Since Feb 2024 | Board leadership at public company |
| Core & Main, Inc. (NYSE: CNM) | Chief Executive Officer | Since Aug 2017 | CEO of nation’s largest distributor of water infrastructure products |
| Saint Louis University | International Business School Advisory Board (prior member) | Prior service (dates not specified) | Advisory capacity |
Board Governance
- Committee assignments: Audit Committee member; Governance Committee member .
- Independence: Board affirmed LeClair meets AAON’s independence standards and NASDAQ/SEC rules; Audit Committee members (including LeClair) meet heightened independence requirements .
- Attendance and engagement: In 2024, the Board met 5 times and member participation was >75%; Audit met 4 times, Governance 5 times, with member participation >75% across committees .
- Audit Committee role: Listed on the Audit Committee’s 2024 report alongside the Chair and other members .
- Board leadership structure: Independent Chair (A.H. “Chip” McElroy II) and Independent Vice-Chair (Caron A. Lawhorn); Committees chaired by independent directors .
- Executive sessions: Independent directors and committees conduct regular executive sessions .
- Hedging/pledging: AAON prohibits hedging and pledging of company stock by directors and insiders .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (cash) | $65,000 | Inclusive of meetings; paid quarterly |
| Audit Committee membership fee | $10,000 | Paid quarterly |
| Governance Committee membership fee | $9,000 | Paid quarterly |
| Chair role fees | $0 | Not a chair |
| Total cash fees | $84,000 | Sum of retainer and committee fees |
AAON does not pay per-meeting fees under the current director plan; annual retainer is inclusive of meetings .
Performance Compensation
| Equity Element (2024) | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 21, 2024 | 1,283 | $97,743 | Ratable over remaining board term | Annual grant to non-employee directors |
| Options to directors | — | — | — | — | AAON discloses no options granted to non-employee directors; LeClair had none |
Outstanding unvested RSAs at 12/31/2024: 2,463 shares for LeClair .
Other Directorships & Interlocks
- Current public company role: Chairman and CEO at Core & Main, Inc. (NYSE: CNM) .
- Interlocks/transactions: AAON’s related-party transactions disclosed for 2024 do not include LeClair; no transactions listed with Core & Main or entities associated with LeClair .
- Compensation Committee interlocks: AAON reports no Compensation Committee interlocks; LeClair is not a member of the Compensation Committee .
Expertise & Qualifications
- Technical and operating expertise: 25+ years in executive, manufacturing, finance, sales, and operations roles; GE manufacturing program graduate .
- Education: B.S. Mechanical Engineering (Union College); MBA (University of Louisville) .
- Board skills: Matrix shows executive management and risk oversight among board competencies; LeClair’s tenure recorded as 8 years .
Equity Ownership
| Item | Amount | Source/Notes |
|---|---|---|
| Total beneficial ownership | 28,742 shares | Sole voting/investment power unless noted |
| Options (exercisable/unexercisable) | None | No director options outstanding for LeClair |
| Unvested RSAs | 2,463 shares | Outstanding at 12/31/2024 |
| Shares outstanding (record date) | 81,317,584 | March 14, 2025 |
| Ownership as % of outstanding | ~0.035% (28,742 / 81,317,584) | Computed from disclosed values |
| Stock ownership guidelines | Directors must hold 6x board-level cash retainer; all current non-employee directors satisfy | Retention requirement applies if below guideline |
| Hedging/pledging | Prohibited for directors | Insider Trading Policy |
Governance Assessment
- Independence and committee service: LeClair’s status as an independent director with roles on Audit and Governance strengthens oversight and board effectiveness; AAON confirms heightened independence standards for Audit members .
- Attendance and engagement: Member participation exceeded 75% across Board and committees in 2024, indicating active engagement .
- Ownership alignment: Annual director RSAs, no option grants, and compliance with robust stock ownership guidelines support alignment with shareholder interests; hedging/pledging prohibitions further reinforce alignment .
- Conflicts/related-party exposure: AAON’s 2024 related-party disclosures list transactions tied to other insiders (e.g., Fields Mechanical Systems, aircraft lease entity), but none involving LeClair or Core & Main—reducing conflict risk signals for his directorship .
- Shareholder confidence backdrop: AAON’s 2024 say‑on‑pay support was 96.8% and averaged 95.2% over the last three years, reflecting generally favorable shareholder sentiment toward governance and pay practices (contextual to board oversight) .
No director-specific severance, change-of-control, or consulting arrangements are disclosed for LeClair; director compensation consists of fixed cash retainers/committee fees and time‑vested RSAs with no performance metrics attached .