Dominick Zarcone
GENERAC HOLDINGSAbout Dominick P. Zarcone
Dominick P. Zarcone (age 66) has served as an independent director of Generac (GNRC) since 2017. He is a seasoned operator and finance executive: former President & CEO (2017–2024) and earlier CFO (2015–2017) of LKQ Corporation, with >35 years in investment banking and capital markets. Education: BS in Finance, University of Illinois Urbana‑Champaign; MBA, University of Chicago Booth. The Board has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LKQ Corporation | President & CEO | 2017–2024 | Public company chief executive experience; prior CFO 2015–2017 |
| Baird Financial Group | Managing Director & CFO | 2011–2015 | Finance leadership; capital markets exposure |
| Baird Funds, Inc. | Treasurer | 2011–2015 | Mutual fund governance/treasury oversight |
| Robert W. Baird & Co. | Managing Director, Investment Banking | 1995–2011 | M&A/capital markets execution |
| Kidder, Peabody & Co. | Investment Banking (various; SVP) | 1986–1995 | Corporate finance and advisory |
External Roles
| Organization | Market/Type | Role | Status/Timing | Notes |
|---|---|---|---|---|
| LKQ Corporation | NASDAQ: LKQ | Director | Retired effective May 7, 2025 | Elected not to stand for reelection |
| MEKO Group AB | Nasdaq Stockholm | Board Chair | Current | European auto parts distributor |
| WillScot Holdings Corporation | NASDAQ: WSC | Director Nominee | Expected election June 6, 2025 | Will be a director upon election |
Board Governance
- Committee assignments (2024 structure): Audit Committee (member); Human Capital & Compensation Committee (member). Audit met 10x; HCCC met 5x in 2024. The Board determined all Audit Committee members (including Mr. Zarcone) are independent and designated as “audit committee financial experts.”
- Attendance and engagement: Board held 5 meetings in 2024; all incumbent directors attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Independence and interlocks: HCCC members were non‑employee directors; no compensation committee interlocks required to be disclosed in 2024. Related person transactions: none required to be disclosed since Jan 1, 2024.
- Lead director/structure context: Independent Lead Director (Bennett Morgan); combined Chair/CEO model with regular executive sessions of independent directors.
- Director commitments policy: Guideline is ≤4 additional public boards for non‑employee directors; notification/approval required for new boards. Based on disclosed roles after LKQ retirement, Mr. Zarcone’s public company board count would be within this guideline.
Fixed Compensation (Director)
| Component | Amount/Structure | 2024/Policy Details |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director cash retainer |
| Annual equity retainer | $155,000 | Fully vested common stock; directors who met ownership requirement may elect cash instead |
| Additional retainers | Lead Director $30,000; Audit Chair $25,000; HCCC Chair $20,000; Nominating Chair $15,000 | Chair/lead premiums |
| Expense reimbursement | Reasonable out‑of‑pocket expenses | Standard |
Director’s 2024 reported compensation:
- Dominick P. Zarcone: Fees earned (cash) $—; Stock awards $245,210; Total $245,210. Note: “Stock awards” include annual equity grants and any quarterly retainer value if elected in stock/DSUs.
Performance Compensation (Director)
- Not applicable for directors. Annual director equity grants are fully vested shares/DSUs and are not conditioned on financial performance metrics.
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Conflict Notes |
|---|---|---|---|
| LKQ Corporation | Director (retired 5/7/2025) | Not disclosed here | No HCCC interlocks required; no related person transactions at Generac in 2024 |
| MEKO Group AB | Board Chair | Not disclosed here | Automotive aftermarket; no related person transactions disclosed at Generac |
| WillScot Holdings Corporation | Director (expected 6/6/2025) | Not disclosed here | Modular buildings; no related person transactions disclosed at Generac |
Expertise & Qualifications
- Audit committee financial expert; deep finance, capital markets, and M&A background (Baird, Kidder); former public company CEO and CFO (LKQ).
- Human capital/compensation oversight experience as HCCC member; HCCC uses an independent consultant (Pay Governance) and reported no conflicts.
Equity Ownership
| Measure | Amount/Status | As‑of/Notes |
|---|---|---|
| Beneficial ownership (shares) | 16,994 | As of April 17, 2025; <0.1% of outstanding |
| DSUs/Stock awards outstanding (#) | 14,161 | As of Dec 31, 2024, under the Deferred Stock Unit Plan |
| Director ownership guideline | 5.0x annual retainer | Applies to non‑employee directors |
| Guideline compliance | All non‑employee directors compliant as of Mar 31, 2025 | Company statement |
| Hedging/pledging | Prohibited for officers/directors subject to guidelines | Policy prohibits hedging and pledging; clawback policies in place |
Governance Assessment
-
Strengths:
- Financial oversight: Audit Committee member and designated financial expert; active on HCCC with independent consultant support and no interlocks disclosed. This enhances board effectiveness on financial reporting, risk, and pay governance.
- Alignment: Elected to receive compensation predominantly in equity in 2024 (no cash fees; stock awards $245,210) and meets robust ownership guidelines (5x retainer; all directors compliant). Anti‑hedging/pledging and clawback policies support investor alignment.
- Engagement: Met attendance thresholds; all directors attended the 2024 annual meeting.
-
Potential watch items (not red flags):
- External commitments: Transitioning from LKQ Board (retired May 7, 2025) while adding WillScot (June 6, 2025) alongside MEKO Chair role. Post‑transition, board service appears within Generac’s director commitment policy for non‑employee directors. Monitor workload but currently within policy expectations.
- Sector overlap/conflict: No related person transactions disclosed and no HCCC interlocks required; external companies operate in sectors distinct from Generac’s core. Continue to monitor for future related‑party transactions.
-
RED FLAGS:
- None disclosed regarding related‑party transactions, pledging/hedging, attendance, or committee interlocks.
Overall signal: An experienced financial operator with strong audit and compensation governance credentials, high equity alignment, clean related‑party profile, and attendance/engagement indicators that should support investor confidence.