Andrew Roeder
Executive Vice President—Finance, Chief Financial Officer and Treasurer at 
PATRICK INDUSTRIES
PATRICK INDUSTRIESExecutive
About Andrew Roeder
Andrew C. Roeder is Executive Vice President – Finance, Chief Financial Officer and Treasurer of Patrick Industries, appointed effective March 5, 2024, with over a decade of marine-industry finance leadership including CFO of Polaris, Inc.’s Marine segment (2018–2024) and Bennington Marine CFO (2016–2018) and Director of FP&A (2014–2015) . Patrick ties NEO pay to adjusted net income for the annual STIP (70% company net income, 30% individual objectives) and to three-year cumulative EBITDA for the LTIP; in 2024 the Company reported adjusted net income of $150.2 million and EBITDA of $425 million . Roeder’s 2024 STIP was prorated and paid 93% of target ($579,375), and his 2024 LTIP target was 150% of base salary (7,925 shares), plus a one-time 22,500-share RSU grant vesting pro rata on March 5 in 2025, 2026, 2027 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Polaris, Inc. (Marine segment) | Chief Financial Officer | 2018–2024 | Not disclosed |
| Bennington Marine | Chief Financial Officer | 2016–2018 | Not disclosed |
| Bennington Marine | Director of Financial Planning & Analysis | 2014–2015 | Not disclosed |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $500,000 |
| Target STIP (% of base) | 125% (full-year target; prorated for March 5–Dec 31) |
| Target STIP ($) | $750,000 (full-year; prorated target used for payout) |
| Actual STIP Payout (% of target) | 93% |
| Actual STIP Payout ($) | $579,375 |
| All Other Compensation ($) | $10,000 (401(k) matching) |
| Total 2024 Compensation ($) | $3,381,365 |
Performance Compensation
STIP (Short-Term Incentive Plan)
| Component | Weighting | Target | Actual | Payout/Impact | Vesting |
|---|---|---|---|---|---|
| Company Net Income (adjusted; $ in mm) | 70% | $153.4 | $150.2 | 98% of target contributes to 93% payout for Roeder | Annual cash; paid after year-end |
| Individual Strategic Objectives (rating 0–5) | 30% | 3.5 (target) | Not disclosed (Roeder specific) | Included in 93% payout | Annual cash; paid after year-end |
LTIP (Long-Term Incentive Plan – Restricted Shares)
| Element | Metric | Weighting | Target (Shares) | Payout Curve | Vesting |
|---|---|---|---|---|---|
| Performance-Contingent Shares | 3-year cumulative EBITDA (2024–2026) | 80% | 6,339 | 50%–200% of target (Threshold 80%, Target 100%, Stretch 110%, Max 120%) | Earn/vest at end of performance period (12/31/2026) subject to certified EBITDA |
| Time-Based Shares | Service | 20% | 1,586 | 100% at all performance levels | Cliff vest on 3rd anniversary of grant (3/5/2027) |
| One-time RSU Grant | Service | N/A | 22,500 | N/A | Pro rata vest 7,500 shares on March 5, 2025, 2026, 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 35,805 (as of Mar 21, 2025) |
| Ownership as % of Class | <1% |
| Unvested Time-Based Shares (12/31/2024) | 24,086; market value $2,001,065 (price $83.08) |
| Unvested Performance-Contingent Shares (12/31/2024) | 6,339; market value $526,644 (price $83.08) |
| Options/SARs Outstanding (12/31/2024) | None; no options or SARs outstanding at year-end 2024 |
| New Option/SAR Grants (Feb 25, 2025) | Options: 6,750 at $92.72; vest pro rata over 4 years; term 9 years . SARs: 6,750 with 4 tranches strike prices $92.72 / $110.76 / $132.31 / $158.05; vest pro rata over 4 years; term 9 years |
| Stock Ownership Guidelines | Must hold shares worth a multiple of base salary; Roeder requirement: 2x base ($1,000,000). All NEOs exceeded requirement for 2024 |
| Hedging / Pledging | Hedging transactions generally permitted; no specific pledging disclosure noted |
Vesting Schedules and Insider Selling Pressure
| Award | Quantity | Vesting Dates | Notes |
|---|---|---|---|
| One-time RSU grant | 22,500 | 7,500 on Mar 5, 2025; 7,500 on Mar 5, 2026; 7,500 on Mar 5, 2027 | Time-based; retention-focused |
| 2024 Time-Based Shares | 1,586 | Cliff vest on Mar 5, 2027 | Standard LTIP TB vest |
| 2024 Performance-Contingent Shares | 6,339 | Earn based on 3-year cumulative EBITDA through Dec 31, 2026; settle in stock after certification | 50%–200% payout curve |
| 2025 Options | 6,750 | 25% per year on each of first four anniversaries of Feb 25, 2025 | Exercise price $92.72; 9-year term |
| 2025 SARs | 6,750 | 25% per tranche per year on first four anniversaries of Feb 25, 2025 | Strike ladder: $92.72 / $110.76 / $132.31 / $158.05; 9-year term |
Note: Form 4 filings referenced by the Company’s IR site corroborate early 2025 insider transactions including Roeder’s grants; see Patrick Industries IR Form 4 index for February–March 2025 entries .
Employment Terms
| Provision | CFO Agreement / Employment Agreements |
|---|---|
| Agreement Date | March 5, 2024 (CFO Employment Agreement) |
| Base Salary & Plan Participation | Annual base, STIP, LTIP, and standard benefits |
| Severance (Without Cause / Good Reason) | One year base salary; annual non-equity incentive compensation (pro-rated if separation mid-year); base paid bi-weekly; incentive calculated per plan terms |
| Death/Disability | Base salary through end of month; pro-rata non-equity incentive if prior to year-end |
| Non-Compete | Two-year post-termination non-compete (subject to exceptions) |
| Equity Acceleration – Time-Based Shares | Full vest upon termination without cause, change of control, or death/disability |
| Equity Acceleration – Performance Shares | Continue to vest after termination without cause or death/disability (subject to performance). Full vest on change of control at target EBITDA assumption |
| Options/SARs on Termination Without Cause | Become fully vested and exercisable as to any unvested shares |
| Potential Payments (illustrative, using 12/31/2024 stock price $83.08) | Termination without cause / Change of control / Death or disability: Base $500,000; LTIP acceleration $2,527,709; Annual non-equity incentive $579,375; Total benefits $3,607,084 / $3,607,084 / $3,107,084 |
Governance, Clawback, and Peer Benchmarking
- Clawback: Incentive Compensation Recovery Policy implemented in 2023 in alignment with SEC/NASDAQ requirements .
- Peer benchmarking and percentiles: Base salary positioned at 25th–50th percentile; STIP 50th–75th; LTIP 25th–50th; total target compensation 50th–75th versus peers/general industry .
- Say-on-pay: Approximately 95% approval at the May 16, 2024 Annual Meeting (for FY 2023 executive compensation) .
Compensation Structure Analysis
- Mix and risk: Roeder’s base is modest ($500,000), with higher at-risk pay via STIP (target 125% of base) and LTIP (target 150% of base; 80% performance-contingent), consistent with Patrick’s pay-for-differentiated-performance design .
- Metrics rigor: STIP anchored to adjusted net income with clear threshold/target/max; LTIP tied to 3-year cumulative EBITDA with 50%–200% payout curve; his 2024 STIP outcome at 93% reflects near-target performance .
- Equity award modifications: No repricings disclosed; equity grants include a one-time RSU for retention (22,500 shares, pro rata over three years) plus standard LTIP grants; 2025 introduction of options/SARs with a strike ladder adds leverage but no repricing indicated .
- Perquisites and retirement: Minimal perquisites ($10,000 401(k) match); no participation in the legacy Executive Retirement Plan .
Investment Implications
- Alignment and retention: Strong alignment via ownership guideline compliance (Roeder required $1,000,000 share value, and NEOs exceeded requirements), multi-year equity vesting, and two-year non-compete; retention further supported by the 22,500 RSU grant vesting on March 5 annually through 2027 .
- Near-term selling pressure signals: Scheduled RSU vest dates (7,500 shares each March 5 in 2025/2026/2027), cliff vest in 2027 for time-based LTIP shares, and pro-rata vesting of 2025 options/SARs could create periodic liquidity events; monitor Form 4s around these dates for tax-withholding or sales .
- Change-of-control economics: Single-trigger full vesting of performance shares at target and acceleration of time-based shares at CoC, plus options/SAR acceleration upon termination without cause, imply meaningful equity value realization in transactional scenarios (estimated LTIP acceleration of $2,527,709 in the illustrative table) .
- Risk flags: Hedging is permitted (no explicit prohibitions), which can weaken alignment; pledging status is not disclosed—monitor future proxy disclosures and 10-K/8-K risk language for updates .
- Pay outcomes vs performance: The 93% STIP payout aligns with near-target net income achievement; LTIP remains leveraged to multi-year EBITDA ($425 million in 2024), tying future equity realization to execution over the 2024–2026 period .