Kevin Nash

About Kevin Nash

Kevin C. Nash is Gentex Corporation’s Vice President, Finance; Chief Financial Officer and Treasurer, serving as Principal Financial Officer and Principal Accounting Officer, with Sarbanes‑Oxley Section 302/906 certifications on Gentex’s 2025 Q2 and Q3 10‑Qs, evidencing responsibility for disclosure controls and internal control over financial reporting . He has been an executive officer at Gentex since at least 2014–2015 when his responsibilities were increased as Chief Accounting Officer and Vice President, Accounting; Gentex discloses that Nash is an at‑will employee without a written employment agreement . Company performance used to determine his incentives emphasizes revenue, operating income, EPS (annual plan) and multi‑year EBITDA and ROIC (long‑term PSAs); 2024 net sales were $2,313,314k, net income $404,488k, and EPS $1.76, with 2024 pay‑versus‑performance disclosure also providing TSR trajectories relative to peers . Age and education are not disclosed in the company’s proxy statements for Nash; no external board roles are reported.

Past Roles

External Roles

None disclosed for Kevin Nash in Gentex filings reviewed.

Fixed Compensation

Performance Compensation

Annual Incentive Plan (AIP) Structure and Payouts

Target opportunity (non‑CEO NEOs): Threshold 37.5%, Target 75%, Maximum 150% of base salary; metrics equally weighted (Revenue 33.33%, Operating Income 33.33%, EPS 33.33%) .

• amounts in thousands (000) except per share

Long‑Term Incentive Plan (PSAs and RS)

PSAs: 70% of LTI value; RS: 30%; 3‑year cliff vesting; PSA metrics equally weighted (EBITDA, ROIC) with payout 0–200% of target .

Note: PSAs and RS require continued employment; early vesting may occur upon retirement, good reason departure, death, disability, or change‑in‑control (double‑trigger) .

Equity Ownership & Alignment

Beneficial Ownership (as of March 1, 2025)

Stock ownership guidelines: 3x salary for NEOs; includes RS and PSAs granted; 5‑year compliance window . Hedging and pledging of Gentex stock are prohibited by policy .

Outstanding Equity Awards (Kevin Nash)

Vesting events and exercises

Deferred Compensation (elections and company contributions)

Employment Terms

• Employment agreement: Nash has no written employment agreement; he is an at‑will employee .
• Change‑in‑control: No individual CIC contracts; equity awards feature double‑trigger vesting upon an appropriately defined change in control; company states “no excessive change‑in‑control severance provisions” and no excise tax gross‑ups . Company clarifies NEOs have no CIC contracts other than equity vesting mechanics (RS/options/PSAs) .
• Clawback: Incentive‑based compensation recoupment policy compliant with NASDAQ SEC standards; recovery of excess bonus/compensation upon restatement .
• Hedging/pledging: Prohibited for officers/directors .
• Ownership guidelines: 3x salary for NEOs; 5‑year window; RS/PSAs count toward compliance .

Compensation Committee Analysis

• Peer group and benchmarking: Gentex targets the 50th percentile of its officer compensation Peer Group; peer group reviewed annually (includes Allison Transmission, ITT, Littelfuse, Visteon, Nordson, SPX Technologies, etc.) .
• Pay‑for‑performance emphasis: For NEOs, majority of target compensation is performance‑based; 2024 examples in proxy show 79% performance‑based for non‑PEO NEOs (program description) .
• Say‑on‑pay: 96% approval at 2024 Annual Meeting; Board continues to calibrate incentives to business goals .

Performance & Track Record

Pay‑versus‑performance disclosure shows the value of a $100 initial investment and compensation actually paid trends, contextualizing TSR relative to peer indices . AIP metrics/payment for Nash track these outcomes, with a higher 2023 payout reflecting outperformance vs targets, and a lower 2024 payout consistent with mixed performance to targets .

Board Governance

Nash is an executive officer (CFO/Treasurer) and Principal Accounting Officer; he signs Gentex SEC filings (10‑Q/8‑K exhibits and signatures). He is not listed as a director in the proxy .

Equity Ownership & Alignment Risks

• Pledging/hedging: Prohibited (reduces misalignment risk) .
• Insider reporting: Company reported no delinquent Section 16 filings for the year .
• Option repricing: None disclosed; NEOs did not receive option‑like awards in recent years (RS/PSAs used; prior legacy options remain outstanding) .
• Related party transactions: Reviewed by Audit Committee; no Nash‑specific related‑party transactions disclosed .

Investment Implications

• Alignment: Nash’s compensation is tightly linked to objective operating metrics (Revenue, Operating Income, EPS) and multi‑year value creation metrics (EBITDA, ROIC), with substantial LTI weighting in PSAs; this structure generally aligns CFO incentives with shareholder returns and disciplined capital use .
• Retention and selling pressure: 3‑year cliff schedules and large unearned PSAs (79,068 at target as of 12/31/24) create retention hooks; 2024 option exercises (13,500) and RS vesting indicate periodic liquidity events, but anti‑hedging/pledging policy mitigates alignment concerns .
• Governance risk low: No personal CIC severance, double‑trigger equity vesting, anti‑pledging/hedging, and an enforceable clawback reduce adverse pay practices; strong say‑on‑pay results (96%) suggest investor support .
• Performance sensitivity: AIP and PSA outcomes show meaningful sensitivity to operating trends (2023 vs. 2024), signaling compensation will decline if targets are missed and increase when operating leverage turns favorable—important for assessing incentive‑driven behavior and potential earnings quality .