York Ragen
GENERAC HOLDINGSAbout York Ragen
York A. Ragen is Chief Financial Officer of Generac Holdings Inc., responsible for financial reporting, disclosure controls, and internal control over financial reporting; he certifies the company’s 10-K/10-Q filings and serves as principal financial and accounting officer . The CEO and CFO jointly establish the long-range plan and annual budget that set financial targets for incentives, and the CFO’s cash bonus is 100% tied to consolidated Adjusted EBITDA and Primary Working Capital metrics . In 2024, Generac returned to net sales growth, expanded gross margin by ~500 bps, grew Adjusted EBITDA ~24% to an 18.4% margin, and delivered record cash from operations of $741M and free cash flow of $605M, exceeding bonus targets—key context for Ragen’s pay-for-performance alignment . He signed Sarbanes-Oxley certifications on the FY2024 10-K and Q3/Q2 2025 10-Qs, reinforcing governance and disclosure rigor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Generac Holdings Inc. | Chief Financial Officer | Current | Co-sets long-range plan/annual budget; incentives anchored to consolidated performance |
Fixed Compensation
| Item | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | $515,616 | $525,000 | $550,000 | Committee raised CFO base in Feb 2024 based on market benchmarking and performance |
| Target Bonus (% of Salary) | 75% | 75% | 80% (increased Feb 2024) | CFO’s AIP target moved from 75% to 80% of salary |
| Base Salary (March 2025 update) | — | — | $578,000 | Committee approved increase in March 2025 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Structure and Results
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $595.4M | $744.3M | $893.2M | $789.1M | 97.5% |
| Primary Working Capital (PWC) as % of Net Sales | 25% | 35.2% | 32.2% | 29.2% | 30.5% | 39.5% |
| Overall AIP Financial Achievement | — | — | — | — | — | 137% |
| CFO Individual Performance Modifier | — | — | — | — | — | +5% |
| CFO AIP Target and Payment ($) | Target: $440,000 | — | — | — | — | Payment: $632,936 |
Notes:
- CFO’s AIP target of $440,000 reflects 80% of $550,000 base salary .
- CFO’s cash incentive is 100% tied to consolidated performance .
Long-Term Equity Incentive Program (LTIP) – 2024 Grant Mix and Values
- Mix increased to 50% Performance Shares (PSUs), 25% Restricted Stock (RS), 25% Stock Options (SOs) beginning in 2024, strengthening pay-for-performance .
- 2024 LTIP grant values for CFO:
- Options: $328,138
- Restricted Stock: $328,129
- Performance Shares (target): $656,258
- Total: $1,312,525
| Award Type | Grant Date | Target Units / Shares | Vesting | Key Terms |
|---|---|---|---|---|
| Performance Shares (PSUs) | Mar 1, 2024 | Target: 5,836; Max: 11,672 | Vests at 0–200% after 3-year period | Metrics: Revenue growth (CAGR), EBITDA margin, FCF Conversion |
| Restricted Stock (RS) | Mar 1, 2024 | 2,918 shares | 1/3 per year over 3 years | Subject to clawback; dividends on unearned performance awards not paid |
| Stock Options (SOs) | Mar 1, 2024 | 5,534 options | 25% per year over 4 years | Exercise price: $112.45; market close $114.18 on grant date |
PSU Performance Outcome (Prior Cycle): 2022–2024 PSUs paid 0% (below threshold on all three metrics), underscoring rigorous goals and alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Apr 17, 2025) | 226,691 shares; 0.4% of outstanding |
| Included Options (exercisable within 60 days) | 89,510 shares counted in beneficial ownership |
| Shares Outstanding (Feb 14, 2025) | 59,614,025 |
| Option Exercises (2024) | 29,081 shares exercised; $4,405,632 value realized |
| Stock Vested (2024) | 2,435 shares vested; $273,816 value |
| Outstanding Equity Awards (selected) | Unexercised options and unvested RS/PSU positions across 2021–2024 grants, with strikes at $335.91 (2021), $315.88 (2022), $119.54 (2023), $112.45 (2024); RS tranches from 2022–2024 and PSUs at target for 2023–2025 cycles |
| Ownership Guidelines | Top Executives: 3x base salary; all NEOs have met or are building ownership per guidelines with retention requirements |
| Hedging/Pledging | Prohibited; no pledging or margin accounts; hedging/short sales barred |
Employment Terms
| Provision | CFO Terms |
|---|---|
| Employment Agreement | None disclosed for CFO; CEO only |
| Nondisclosure/Noncompete | CFO has signed nondisclosure and noncompete agreements |
| Change-in-Control (CIC) Policy | Double-trigger; severance if terminated without Cause or for Good Reason from 120 days pre-CIC through 2 years post-CIC |
| CIC Severance Multiple | Lump sum equal to 2x (base salary + target bonus) plus 24 months of benefits; unvested equity vests at target |
| CFO CIC Value Illustration (as of 12/31/2024) | Salary: $1,100,000; Bonus: $880,000; Benefits: $30,260; Accelerated Equity: $2,227,227; Total: $4,237,487 |
| Clawbacks | Mandatory restatement-based recovery compliant with SEC/NYSE; supplemental clawback for gross negligence/misconduct causing significant harm |
| No Single-Trigger CIC | Executive officers do not have single-trigger CIC severance |
| Perquisites | No special perquisites; standard 401(k) plan eligibility |
Multi‑Year Compensation Summary (CFO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 515,616 | 525,000 | 545,150 |
| Stock Awards ($) | 874,342 | 874,316 | 984,387 |
| Option Awards ($) | 438,474 | 438,418 | 328,138 |
| Non‑Equity Incentive ($) | — | — | 632,936 |
| All Other Comp ($) | 12,200 | 19,846 | 21,433 |
| Total ($) | 1,840,632 | 1,857,580 | 2,512,044 |
Compensation Structure Observations
- Increased equity performance weighting: PSUs moved to 50% of LTIP in 2024, raising at-risk pay .
- AIP metrics and rigor: Consolidated Adjusted EBITDA and PWC drove above-target payouts; CFO received 137% financial achievement with +5% modifier .
- PSU rigor: 2022–2024 PSUs paid 0%, signaling challenging multi‑year targets and strong pay‑for‑performance alignment .
- Governance and shareholder feedback: Say‑on‑pay support exceeded 93% at the 2024 annual meeting; independent consultant (Pay Governance) advises the Committee .
Governance and Risk Indicators
- Prohibitions: No hedging, no pledging, no dividends on unearned performance awards; no tax gross‑ups .
- Clawbacks: Robust policies for restatements and misconduct .
- Insider activity: Significant 2024 option exercise by CFO ($4.41M value realized), which can introduce selling pressure around exercises; trading restricted to open windows with pre‑clearance rules for covered senior executives .
Investment Implications
- Alignment: CFO incentives tied to consolidated profitability and working capital, with increased PSU weighting and tough multi‑year goals (0% PSU vest for 2022–2024), indicating strong pay‑for‑performance discipline .
- Near‑term liquidity/supply: 2024 option exercise and ongoing vesting cycles could create episodic selling windows; however, pledging/hedging prohibitions and ownership guidelines mitigate misalignment risks .
- Execution track record: 2024 beat on AIP targets amid margin expansion and record cash generation supports credibility of CFO’s budget/target setting role and operational execution .
- CIC economics: Double‑trigger severance at 2x cash plus equity vesting at target is standard‑market, limiting extreme change‑of‑control windfalls and preserving shareholder alignment .