Stephen Wakefield
About Stephen Wakefield
Stephen E. Wakefield (age 48) is Executive Vice President & General Manager of AAON’s products business unit, effective January 1, 2025; he joined AAON in 1999 and has held progressively senior engineering and operating roles including VP & COO (2020–2023), VP of Engineering (2018–2020) and Director of Engineering (2017–2018) . Company performance context during the leadership team’s tenure includes 3-year TSR of 143.2%, backlog up 70.0% year-over-year to $867.1M at 12/31/2024, and 2024 net sales up 2.7% to $1,200.6M . In 2024, AAON’s annual bonus paid at a 0.58 weighted factor vs target (Operating Profit 85% of budget, Net Sales 98% of budget), underscoring partial goal attainment; Wakefield’s 2024 cash bonus was $150,293 on a 65% of salary target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AAON (Company) | Executive Vice President & GM, AAON products business unit | 2025–present | Leads product strategy with dedicated engineering, product management, and customer care teams to accelerate innovation and responsiveness . |
| AAON (Nevada)/AAON, Inc. (Oklahoma) | Vice President (Company) and Executive Vice President (Oklahoma subsidiary) | 2024 | Oversaw Company’s largest segment, including rooftop and controls engineering teams; salary adjusted to reflect expanded responsibility . |
| AAON (Company) | Vice President & Chief Operating Officer | 2020–2023 | Site leadership for Oklahoma and Missouri locations; drove operational execution across engineering and product design processes . |
| AAON (Company) | Vice President of Engineering | 2018–2020 | Led engineering organization and product development processes . |
| AAON (Company) | Director of Engineering | 2017–2018 | Directed engineering initiatives and team leadership . |
| AAON (Company) | Engineering leadership roles | 1999–2017 | Various engineering leadership roles across operations, engineering, and product design . |
Fixed Compensation
Summary Compensation (select items)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $312,115 | $327,115 | $398,654 |
| Non-Equity Incentive Plan Compensation (annual cash bonus) | $280,453 | $409,057 | $150,293 |
| Stock Awards (grant-date fair value) | $205,474 | $313,501 | $377,593 |
| Option Awards (grant-date fair value) | $77,681 | $78,785 | $103,258 |
| All Other Compensation | $36,096 | $41,116 | $46,893 |
| Total | $911,819 | $1,169,574 | $1,076,691 |
2024 Base Salary and Target Bonus
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary | $330,000 | $400,000 (21.2% increase) |
| Target Bonus % of Salary | 65% | 65% |
2024 – All Other Compensation (detail)
| Category | Amount (USD) |
|---|---|
| 401(k) match | $36,225 |
| HSA match | $5,281 |
| Life insurance premiums | $1,428 |
| Other (dividends on vested restricted stock) | $3,959 |
Performance Compensation
Annual Cash Incentive (2024) – Plan mechanics and company results
| Metric | Weight | Opportunity Budget | Actual Results | % of Opportunity Budget | Payout factor |
|---|---|---|---|---|---|
| Operating Profit | 67% | $248.8M | $211.8M | 85% | 0.33 |
| Net Sales | 33% | $1,223.5M | $1,200.6M | 98% | 0.25 |
| Weighted Bonus Factor | — | — | — | — | 0.58 |
- Wakefield’s 2024 annual incentive details: Base salary $398,654; target bonus 65% ($259,125); weighted factor 0.58; no individual adjustment; paid bonus $150,293 .
2024 Equity Grants (grant-date: March 11, 2024 unless noted)
| Award type | Units/Terms | Vesting | Pricing/Metric | |---|---|---| | PSUs | 2,568 target (0–200% payout range) | Cliff vest at end of 3-year performance period (2024–2026 awards vest 3/15/2027) | TSR vs S&P SmallCap 600 Capital Goods peer group; 3-year measurement | | RSAs/RSUs | 1,329 shares | 3-year ratable vesting | Time-based | | Stock Options | 3,798 options | 3-year ratable; 10-year term | $79.73 strike; expire 3/11/2034 |
Scheduled Vesting (time-based and performance)
| Award | Shares | Vesting date |
|---|---|---|
| Restricted Stock | 435 | March 6, 2025 |
| Restricted Stock | 1,298 | March 11, 2025 |
| Restricted Stock | 730 | March 15, 2025 |
| Restricted Stock | 435 | March 6, 2026 |
| Restricted Stock | 443 | March 11, 2026 |
| Restricted Stock | 443 | March 11, 2027 |
| PSUs | 8,427 | March 15, 2025 |
| PSUs | 2,782 | March 15, 2026 |
| PSUs | 2,568 | March 15, 2027 |
- For 2025 PSU cohorts (vesting in 2025), proxy reflects 196.4% achievement as of 12/31/2024 for in-flight awards; future cohorts shown at target pending performance .
Equity Ownership & Alignment
Beneficial Ownership (as of March 14, 2025)
| Holder | Common shares beneficially owned | Options exercisable within 60 days | % of class |
|---|---|---|---|
| Stephen E. Wakefield | 21,801 | 18,100 | <1% |
- 401(k) plan holdings: 11,071 shares held by the plan on his behalf (as of March 14, 2025) .
Outstanding Equity Awards (as of 12/31/2024)
- Options
- 12,696 unexercisable @ $29.48 expiring 3/11/2030
- 2,646 unexercisable @ $36.13 expiring 3/15/2032
- 2,984 unexercisable @ $62.04 expiring 3/6/2033
- 3,798 unexercisable @ $79.73 expiring 3/11/2034
- Stock awards (unvested)
- Time-based unvested shares: 3,784 (MV $445,301)
- Performance-based PSU unearned shares: 13,777 (MV $1,621,277)
Exercises and vesting realized (2024)
| Item | Shares | Value realized (USD) |
|---|---|---|
| Option exercises | 54,601 | $4,692,676 |
| Stock vested | 4,188 | $336,445 |
Insider trading plans (Rule 10b5-1)
| Plan adoption date | Terminated | Aggregate shares under plan |
|---|---|---|
| Nov 23, 2022 | May 17, 2023 | 95,788 |
| Sep 13, 2023 | Dec 27, 2023 | 181,000 |
Alignment policies and status
- Ownership guidelines: EVP minimum 3x base salary; retention requirement (retain 75% of net shares if below guideline). As of March 14, 2025, all NEOs satisfy the minimum ownership requirements .
- Hedging/pledging: Company prohibits hedging and pledging; insiders may not hold shares in margin accounts .
Employment Terms
- Appointment and coverage: Effective Jan 1, 2025, appointed EVP & GM; eligible for full executive compensation package and Executive Severance Plan; no new employment agreement entered in connection with appointment .
- Severance plan: For NEOs, 1.5–2.0x the sum of base salary and, in certain circumstances, target annual bonus; subject to release of claims .
- Change-in-control: Double trigger applies (transaction plus qualifying termination) for benefits and equity vesting; program reviewed for competitiveness and alignment with shareholder interests .
- Clawbacks: Company policy with 3-year lookback for misconduct causing restatement (recovery/cancellation of incentive compensation); mandatory SEC-compliant clawback adopted effective Oct 2, 2023; no indemnification or reimbursement for clawed amounts .
- Related-party/family disclosures: No director/officer family relationships; note that Mr. Wakefield’s brother is a Mechanical Designer at AAON Inc. (Oklahoma) .
Compensation Structure Analysis
- Mix and trend: 2024 pay reflects higher fixed cash following promotion (base salary up 21.2% to $400,000), with meaningful at-risk equity via PSUs, RSAs, and options; lower 2024 bonus (0.58 factor) reduced cash-at-risk vs 2023 .
- Shift to performance equity: PSU program remains TSR-linked (0–200% payout over 3 years), maintaining alignment with relative market performance rather than internal-only metrics .
- Option usage: Options continue with 10-year terms and 3-year vesting; 2024 option grant (3,798 at $79.73) creates long-dated upside exposure; sizable 2024 exercises (54,601) realized liquidity but current holdings remain substantial .
- Ownership discipline: EVP 3x salary guideline and strict hedging/pledging prohibitions limit misalignment and reduce credit/pledge risk; all NEOs in compliance as of March 14, 2025 .
Investment Implications
- Alignment: Strong alignment via multi-year PSUs tied to relative TSR, ongoing time-based equity, and ownership guidelines; no pledging permitted—a governance positive .
- Retention risk: Participation in Executive Severance Plan with 1.5–2.0x cash multiple and double-trigger COC protections mitigates involuntary departure risk amid organizational realignment and growth initiatives .
- Selling pressure: 2024 option exercises and prior sizeable 10b5-1 programs suggest periodic liquidity, but current unvested stock/PSUs and options indicate continued exposure; upcoming vesting in 2026–2027 could add supply depending on performance outcomes .
- Execution lens: Wakefield’s deep engineering and operations background (since 1999) and current P&L-aligned GM mandate are levered to AAON’s innovation and data center opportunities; 2024 bonus factor (0.58) flags near-term budget shortfalls in operating profit and sales versus plan to monitor into 2025–2026 .