David Ramon
GENERAC HOLDINGSAbout David A. Ramon
Independent director of Generac (GNRC), age 69, serving on the Board since 2010. Ramon is designated an “audit committee financial expert” and meets NYSE/SEC independence standards; the Board states all directors are independent except the CEO, reinforcing his independence status . He holds a BBA in Accounting from the University of Wisconsin and brings >30 years of leadership across finance, operations, and investment roles, including CEO/COO/CFO positions in public and private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gillett Holdings, Inc. | EVP & Chief Financial Officer | 1982–1994 | Senior finance leadership; capital markets experience |
| New World Television, Inc. | President & Chief Operating Officer | 1994–1997 | Operational leadership |
| Coleman Outdoor Recreation Group | President | 1997–1998 | Consumer products leadership |
| USA.NET, Inc. | President & Chief Executive Officer | 2000–2007 | Led cloud/software services company |
| Diversified Maintenance | Chairman & Chief Executive Officer | 2014–2018 | Specialized facility services leadership |
| Arthur Young & Company | Early career (audit/accounting) | Prior to 1982 | Accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vaduz Partners | Founder & Managing Partner | 1998–current | Private investment firm; capital markets expertise |
| Gratitude Railroad | Investment Partner | 2019–2024 | Alternative investment platform |
| Sagent-CTAM Holdings, Inc. | Director | Current | Network solutions provider (board service) |
| Diversified Maintenance | Director (former) | Prior | Board oversight |
| New World Communications Group, Inc. | Director (former) | Prior | Board oversight |
| USA.NET, Inc. | Director (former) | Prior | Board oversight |
Board Governance
| Attribute | Detail |
|---|---|
| Board Independence | Independent director; Board states all directors are independent except the CEO |
| Committee Assignments (2025) | Audit Committee (member), Nominating & Corporate Governance Committee (member) |
| Committee Chair Roles | None (Audit Chair: Andrew Lampereur; Nominating Chair: Robert Dixon) |
| Audit Committee Expertise | Identified by Board as an “audit committee financial expert” |
| Meeting Counts (2024) | Board: 5; Audit: 10; Nominating & Corporate Governance: 5 |
| Attendance | All incumbent directors attended ≥75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting |
| Lead Independent Director | Bennett J. Morgan (provides independent leadership; executive sessions used regularly) |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| 2024 | $90,000 | $155,072 | $245,072 |
Policy framework for non-employee directors (2024):
- Annual cash retainer: $90,000
- Annual equity retainer (fully vested common shares): $155,000; directors meeting ownership guidelines may elect cash in lieu of equity
- Additional chair retainers: Audit Chair $25,000; Human Capital & Compensation Chair $20,000; Nominating & Corporate Governance Chair $15,000; Lead Director $30,000
Performance Compensation
| Component | Performance-conditioned? | Vesting | Notes |
|---|---|---|---|
| Annual equity retainer | No | Fully vested at grant | Director may elect cash once ownership guideline met |
GNRC does not tie director compensation to operating metrics; performance metrics (Adjusted EBITDA, PWC %, Revenue CAGR, EBITDA margin %, FCF) apply to NEOs, not directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public/private boards | Current Director: Sagent-CTAM Holdings, Inc.; former director roles at Diversified Maintenance, New World Communications Group, USA.NET |
| HCCC Interlocks (2024) | None required to be disclosed; no member was an officer/employee; no interlocks during 2024 |
Expertise & Qualifications
- Capital markets and investment expertise via Vaduz Partners; prior CFO experience at Gillett Holdings .
- Audit committee financial expert designation; strong finance and risk oversight credentials .
- Broad operating leadership across consumer products, media, cloud/software, and facility services .
- BBA in Accounting (University of Wisconsin) .
Equity Ownership
| Holder | Beneficial Shares | Percentage of Outstanding | DSUs Outstanding |
|---|---|---|---|
| David A. Ramon | 36,120 | 0.1% | 6,592 |
- DSUs issued under the Deferred Stock Unit Plan for Non-Employee Directors (effective April 1, 2017) .
- Stock ownership guidelines: non-employee directors must meet minimum ownership within five years; all directors were compliant as of March 31, 2025 .
Governance Assessment
- Alignment: Mix of cash retainer ($90k) and fully vested equity ($155k) supports ownership alignment; Ramon holds 36,120 shares including 6,592 DSUs, and meets stock ownership guidelines .
- Effectiveness: Active committee engagement on Audit (10 meetings) and Nominating & Corporate Governance (5 meetings); Board indicates ≥75% attendance by all incumbents and annual meeting attendance .
- Independence and oversight: Independent director; designated audit committee financial expert; Audit Committee oversees financial reporting, controls, compliance, ERM, cyber; members meet NYSE/SEC independence .
- Conflicts/related parties: No related person transactions required to be disclosed since Jan 1, 2024 .
- Compensation risk: No director performance-based pay or options; equity grants are fully vested, reducing pay-complexity risk for directors .
RED FLAGS
- None disclosed: no related-party transactions, no attendance shortfall, no pledging/hedging disclosures indicating misalignment; committee independence affirmed .