Raj Kanuru

About Raj Kanuru

Executive Vice President, General Counsel & Secretary of Generac Holdings Inc. (GNRC); principal legal and compliance officer since joining in 2013. Age 54. Prior experience includes ~14 years with Caterpillar Inc. across securities/regulatory/tax, Caterpillar Financial, and Energy & Transportation; served as VP, General Counsel & Secretary of Progress Rail Services (a Caterpillar company) from 2009–2013; earlier career at Arthur Andersen LLP in tax consulting. Education: B.S. in Finance (Birmingham‑Southern College) and J.D. (University of Alabama) . GNRC’s 2024 performance context: Adjusted EBITDA grew ~24% with EBITDA margin 18.4%, cash from operations reached $741M and free cash flow $605M; 2024 financial performance exceeded annual bonus targets, underscoring pay‑for‑performance alignment . As Corporate Secretary/GC, he signs/currently signed GNRC’s 8‑K/10‑Q filings (e.g., July 2, 2025 credit agreement amendment; July 30, 2025 and Oct 29, 2025 earnings 8‑Ks) .

Past Roles

External Roles

No public-company directorships or external board roles disclosed for Mr. Kanuru in GNRC’s filings .

Fixed Compensation

• GNRC discloses individual compensation only for Named Executive Officers (NEOs); Mr. Kanuru is not listed as a NEO, so individual salary/bonus amounts are not disclosed. Executive compensation program (applies to executive officers generally) targets market-median total direct compensation, with base salary plus annual and long-term incentives set by the Human Capital & Compensation Committee and advised by Pay Governance .

Performance Compensation

Program architecture and 2024 parameters (company‑wide; NEOs disclosed):

• Annual Incentive Plan (AIP) metrics and 2024 results (company level)

  • Metrics: Adjusted EBITDA (75% weight) and Primary Working Capital as % of net sales, PWC (25%); threshold=50% payout for each metric; individual performance modifier −100% to +15% .
  • 2024 Results: Adjusted EBITDA $789.1M vs $744.3M target (97.5% weighted payout); PWC 30.5% vs 32.2% target (39.5% weighted payout); overall payout 137% for executives with enterprise‑wide responsibilities (e.g., CEO/CFO) .

• Long‑Term Incentive (2024 grant mix and mechanics)

  • Mix increased to 50% Performance Shares (PSUs), 25% Restricted Stock (RS), 25% Stock Options (SO) to strengthen pay‑for‑performance .
  • RS vests ratably over 3 years; Options vest 25% annually over 4 years; PSUs earned 0–200% of target over a 3‑year period on revenue growth (CAGR), EBITDA margin, and FCF conversion .
  • 2022–2024 PSU cycle paid 0% (below threshold on all three metrics), illustrating downside risk in the program .

Table – AIP metrics and 2024 outcomes (company level)

Table – LTIP structure (policy level)

Notes

• Company policy prohibits dividends on unearned performance awards .
• Individual target AIP opportunities vary by role; for CFO/other NEOs see proxy; non‑NEO specifics (including Mr. Kanuru) are not disclosed .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6.0× base salary; Top Executives 3.0× base salary; Senior Executives 1.0×; retention ratios apply until compliance; “All NEOs either have met their ownership requirement or are building ownership,” status for non‑NEO executives not individually disclosed .
• Hedging and pledging prohibited; no holding in margin accounts; short‑swing and derivative hedges barred .
• Insider Trading Policy: blackout from day −22 before quarter‑end to two business days after earnings release; Covered Senior Executives (which would include the GC) must pre‑clear trades with CFO or GC; properly established Rule 10b5‑1 trading plans are permitted with prior approval and must be adopted only in open windows .
• Clawbacks: NYSE/SEC‑compliant policy (Sept 2023) for restatements (recovery of erroneously awarded incentive‑based comp for Section 16 officers), plus supplemental misconduct/gross negligence clawback expanded in 2022 .

Employment Terms

• Change‑in‑Control (CIC) Policy (applies to all executive officers other than the CEO):
  • Protection Period: from 120 days before a CIC through 2 years after .
  • Qualifying Termination during Protection Period: cash severance = 2× (base salary + target annual bonus), 24 months of medical/dental/life benefits, and accelerated vesting of unvested equity; performance awards vest at target .
• Non‑CIC severance: GNRC discloses specific severance only for the CEO; non‑CIC severance terms for other executive officers (including GC) are not disclosed .
• Equity award agreements include: continued vesting rules upon Normal Retirement (age ≥60 and ≥15 years of service), death, disability; forfeiture for Cause and for breach of restrictive covenants; non‑disparagement; and release requirements for accelerated vesting upon certain terminations .

Table – CIC severance (policy terms for executive officers other than CEO)

Additional Governance & Program Insights

• Peer group for benchmarking includes AOS, AME, AYI, DOV, ENS, ENPH, FSLR, HUBB, IDEX, IR, LII, NDSN, ROK, RRX, REZI, SEDG, RUN, SWKS, SNA, XYL (used for pay and strategy alignment) .
• Say‑on‑Pay support: 93% approval at 2024 annual meeting, signaling strong shareholder alignment .
• Prohibited practices: no tax gross‑ups; no single‑trigger CIC; no dividends on unearned performance awards; hedging/pledging prohibited .

Investment Implications

• Pay‑for‑performance alignment is robust: 2024 AIP metrics (EBITDA/PWC) tied to operational efficiency; 50% PSU mix increases multi‑year performance leverage; prior PSU cycle (2022–2024) paid 0%, showing downside symmetry—constructive for investors focused on compensation discipline .
• Retention risk mitigants: CIC protection (2× cash; 24‑month benefits; target‑level equity vest) provides stability for key officers (including GC) through strategic cycles (M&A, restructuring) .
• Trading‑signal constraints: strict blackout windows, pre‑clearance for Covered Senior Executives, and allowance for pre‑approved 10b5‑1 plans reduce opportunistic selling and moderate near‑term selling pressure; pledging prohibited—a positive alignment signal .
• Governance safeguards: expansive clawbacks (restatement and misconduct), strong ownership guidelines, and high say‑on‑pay support reduce governance red flags and indicate alignment with shareholder interests .

Data limitations: GNRC does not disclose individual compensation, equity grants, or ownership totals for non‑NEO executives such as Mr. Kanuru in the proxy. Where company‑wide program terms are shown above, they may apply to executive officers but individual payout/grant specifics for Mr. Kanuru are not disclosed in public filings .