Scott Ryan
GENTEXAbout Scott Ryan
Scott Ryan is Vice President, General Counsel, and Corporate Secretary of Gentex, serving as one of the Company’s named executive officers responsible for legal, governance, and corporate secretary functions . He has supported Gentex since 2006, including redefining the IP portfolio strategy and supporting the HomeLink acquisition before being promoted internally in 2015 . Company performance under the current executive team includes net sales of $1,918,958k (2022), $2,299,215k (2023), and $2,313,314k (2024), with net income of $318,757k (2022), $428,403k (2023), and $404,488k (2024), and total shareholder return values of 98.79 (2022), 120.29 (2023), and 107.41 (2024) on an initial $100 basis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gentex Corporation | Assistant General Counsel & Corporate Secretary | 2015 | Promoted internally; advanced corporate legal and governance responsibilities |
| Gentex Corporation | Outside counsel supporting Gentex | 2006–2015 | Redefined IP portfolio strategy; supported HomeLink acquisition; supported legal/compliance |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $415,000 | $440,000 | $440,000 |
| Annual Incentive Plan Threshold (% of Salary) | 37.5% | 37.5% | 37.5% |
| Annual Incentive Plan Target (% of Salary) | 75% | 75% | 75% |
| Annual Incentive Plan Maximum (% of Salary) | 150% | 150% | 150% |
Performance Compensation
Annual Incentive Plan (AIP) Structure and Results
| 2024 Metric | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Revenue ($000s) | 33.33% | $2,000,000 | $2,500,000 | $3,000,000 | $2,313,314 |
| Operating Income ($000s) | 33.33% | $450,000 | $562,500 | $675,000 | $459,727 |
| Diluted EPS ($) | 33.33% | $1.62 | $2.02 | $2.42 | $1.76 |
| AIP Payout | 2023 | 2024 |
|---|---|---|
| Annual Incentive Plan Performance Bonus ($) | $577,275 | $223,839 |
Long-Term Incentives (PSAs & RS)
Structure: PSAs vest based on 3-year cumulative EBITDA and ROIC, equally weighted (50/50), with payout range 0–200% of target; RS cliff-vests after 3 years. 70% of LTI value is PSAs; 30% RS .
| 2024 Grants (Grant Date: 02/15/24) | Threshold PSAs (#) | Target PSAs (#) | Maximum PSAs (#) | RS Granted (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Scott Ryan (2024–2026 cycle) | 7,088 | 14,175 | 28,350 | 6,075 | $497,259 |
| Completed Cycle (2022–2024) | PSAs Awarded (Target) | PSAs Actual Payout | RS Awarded | RS Payout/Vested |
|---|---|---|---|---|
| Scott Ryan | 12,942 | 10,331 | 5,547 | 5,547 |
| Retention PSAs (Relative TSR 2023–2026) | Awarded (#) |
|---|---|
| Scott Ryan | 14,336 |
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 1, 2025) | Shares Beneficially Owned | Exercisable Options | % of Class |
|---|---|---|---|
| Scott Ryan | 53,352 | 12,500 | <1% |
| Outstanding Equity (as of Dec 31, 2024) | RS Not Vested (#) | Market Value of RS Not Vested ($) | PSAs Not Vested (#, at target) | Market/Payout Value of PSAs ($) | Exercisable Options (#) | Option Exercise Price ($) | Option Expiration |
|---|---|---|---|---|---|---|---|
| Scott Ryan | 18,288 | $525,414 | 55,325 | $1,682,400 | 12,500 | $22.94 | 02/15/2028 |
Ownership policy and restrictions:
- Stock ownership guidelines: 3x base salary for NEOs; five-year compliance window; includes RS and PSAs granted .
- Hedging and pledging prohibited for officers/directors via Anti-Hedging and Anti-Pledging Policy .
- Clawback/recoupment policy for incentive-based compensation upon restatement .
Insider activity and realized value:
- 2024: 12,500 options exercised; $150,700 value realized; 13,188 shares vested; $463,163 value realized .
- 2023: 4,580 options exercised; $60,914 value realized; 9,895 shares vested; $283,492 value realized .
Employment Terms
- Change-of-control: No individual contracts tied to change-of-control for NEOs other than vesting of RS, stock options, or PSAs; equity awards include double-trigger vesting upon appropriately defined change in control .
- Equity grant practices: Annual grants in Q1 after year-end results; valuation based on 20-day average closing price; PSAs and RS require continuous employment through the vest date; options grants for NEOs not currently used (no option awards in 2022–2024) .
- Clawbacks and trading restrictions: Incentive-based compensation recoupment policy; rigorous insider trading policy; hedging/pledging prohibited .
- Tax: No excise tax gross-ups; dividends not paid on unearned PSAs .
Compensation Structure Details
Summary Compensation
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $436,346 | $610,918 | $223,839 | $189,273 | $1,460,376 |
| 2023 | $413,154 | $1,299,321 | $577,275 | $116,774 | $2,406,524 |
| 2022 | $371,346 | $570,386 | $212,597 | $115,855 | $1,270,184 |
Perquisites & Company Contributions (2024)
| Item | Amount ($) |
|---|---|
| Restricted Stock Dividends | $8,715 |
| Performance Share Deemed Dividends | $35,804 |
| 401(k) Employer Match | $17,250 |
| Non-Qualified Deferred Comp (NQDC) Employer Match | $15,006 |
| Personal Use of Automobiles | $26,588 |
| Personal Use of Aircraft | $63,451 |
| Other Perquisites | $22,459 |
| Total Other Compensation | $189,273 |
Deferred Compensation (2024)
| Item | Amount ($) |
|---|---|
| Executive Contributions | $155,591 |
| Company Contributions | $15,006 |
| Aggregate Earnings | $51,835 |
| Aggregate Balance at YE 2023 | $486,833 |
Long-Term Incentive Target Opportunity (% of Salary)
| Cycle | % of Salary |
|---|---|
| 2024–2026 | 155% |
| 2025–2027 | 165% |
AIP Metric Definitions and Weighting
- Revenue, Operating Income, Diluted EPS; each weighted 33.33% .
PSA Metric Definitions and Weighting
- 3-year cumulative EBITDA (50%); 3-year cumulative ROIC (50%); payout 0–200% .
Company Performance Context (for pay-for-performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Sales ($000s) | $1,918,958 | $2,299,215 | $2,313,314 |
| Operating Income ($000s) | $370,006 | $495,731 | $459,727 |
| Net Income ($000s) | $318,757 | $428,403 | $404,488 |
| Diluted EPS ($) | $1.36 | $1.84 | $1.76 |
| TSR (Value of $100) | 98.79 | 120.29 | 107.41 |
Compensation Governance & Peer Benchmarking
- Compensation Committee (independent): Chair Richard Schaum; members Garth Deur and Brian Walker (2025) .
- Peer group used for benchmarking includes automotive and industrial names (e.g., Allison Transmission, Littelfuse, Gentherm, Visteon), targeting median pay positioning .
- Say-on-Pay approval: 96% support in 2024; continuing focus on performance-based alignment .
Investment Implications
- Alignment: Strong performance linkage via AIP (Revenue/Operating Income/EPS) and PSAs (EBITDA/ROIC) with increased LTI target to 165% for 2025–2027, enhancing long-term alignment and retention .
- Retention and selling pressure: Multi-year cliffs (RS/PSA through 2026–2027) and a 2023 TSR-based retention PSA grant suggest retention-focused equity; notable option exercises in 2023–2024 could create periodic selling pressure around vesting/option windows .
- Governance safeguards: Anti-hedging/pledging and clawback policies reduce misalignment risk; absence of excise tax gross-ups and double-trigger vesting framework curb shareholder-unfriendly outcomes .
- Ownership: Beneficial holdings are <1% of shares outstanding; ownership guidelines at 3x salary encourage continued accumulation, though formal compliance status is not disclosed in filings .