Denis Suggs
PATRICK INDUSTRIESAbout Denis G. Suggs
Denis G. Suggs, age 59, has served as an independent director of Patrick Industries since 2019. He is CEO of LCP Transportation since February 2020, previously President/CEO and Chairman of Strategic Materials Corp. (2014–2020), and earlier held senior roles at Belden (Global EVP; President Americas) with prior senior financial leadership at Danaher and Public Storage; he also serves on the board of Smith & Wesson Brands, Inc. . The Board designates Suggs as independent; during 2024 each director attended at least 75% of Board and committee meetings and all directors attended the May 16, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Materials Corp. | President & CEO; Chairman | 2014–2020 | Led complex global operations and M&A; Chairman 2017–2020 |
| Belden, Inc. | Global EVP; President Americas/VP | 2007–2013 | Corporate and operations management; strategic planning |
| Danaher Corporation | Senior financial executive roles | Not disclosed | Financial leadership experience cited |
| Public Storage Corporation | Senior financial executive roles | Not disclosed | Financial leadership experience cited |
| Patrick Industries (Board) | Audit Committee member and “audit committee financial expert” (prior year) | 2024 | Designated audit committee financial expert in 2024 proxy; later service shifted to Compensation Chair and CG&N member in 2025 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith & Wesson Brands, Inc. | Director | May 2021–present | Public company directorship; committee roles not disclosed in PATK proxy |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Corporate Governance & Nominations Committee .
- Committee activity: Compensation Committee met five times in 2024; CG&N Committee met four times in 2024; Audit Committee met eight times in 2024 .
- Independence and attendance: Board identified Suggs as independent; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Lead independent director structure in place (Forbes); executive sessions at each regular meeting .
| Governance Element | Detail | Source |
|---|---|---|
| Independence | Independent director designation | |
| Board meetings (2024) | 9 meetings; ≥75% attendance by each director | |
| Compensation Committee (Chair) | 5 meetings in 2024; uses Willis Towers Watson, assessed independent/no conflicts | |
| Corporate Governance & Nominations | 4 meetings in 2024; oversight of director pay, succession, ESG, Board assessment | |
| Prior Audit expertise | Designated audit committee financial expert (2024 proxy) |
Shareholder Voting Outcomes (signals of confidence)
| Vote Item | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Director election – Denis G. Suggs | 29,116,098 | 1,335,706 | — | 1,262,085 |
| 2025 Say-on-Pay (FY2024 NEOs) | 29,354,584 | 1,019,653 | 77,567 | 1,262,085 |
| 2025 Auditor ratification | 31,588,903 | 30,360 | 94,626 | — |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-Chair directors) | $90,000 | Standard for non-employee directors (2024) |
| Committee Chair fee – Compensation | $15,000 | Annual chair retainer |
| Committee Chair fee – Corporate Governance & Nominations | $15,000 (2H24); $10,000 (1H24) | Chair fees increased mid-year |
| Lead Independent Director additional retainer | $25,000 | Not applicable to Suggs; for LID |
| 2024 cash earned by Suggs | $105,000 | Includes director retainer + chair fees |
| Other compensation (cash dividends on unvested stock) | $3,108 | Paid on restricted stock |
Performance Compensation (Director)
Directors receive time-based restricted stock; there are no performance-contingent metrics for director equity.
| Equity Grant | Grant Date | Shares | Grant-Date Price | Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual restricted stock (Suggs) | May 16, 2024 | 1,868 | $75.00 | $140,050 | Vests after one year of Board service (or earlier upon certain events); dividends paid in cash |
Note: “The Company does not have stock ownership guidelines for its directors.” This weakens alignment vs. best practices .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Committee Roles | Notes |
|---|---|---|---|
| Smith & Wesson Brands, Inc. | External public board | Not disclosed in PATK proxy | Current since May 2021 |
| Compensation Committee Interlocks (PATK) | None | — | No PATK executive served on boards/comp committees of companies where PATK comp committee members were executives; no comp committee member was a PATK employee in 2024 |
Expertise & Qualifications
- 26+ years leading complex global businesses; extensive corporate/operations management, strategic planning, M&A, and risk management .
- Senior financial leadership experience at Danaher and Public Storage; audit committee financial expert designation in 2024 proxy indicates finance depth .
- Prior governance roles at Strategic Materials, Inc. and the Glass Packaging Institute; prior director at Education Corporation of America .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Denis G. Suggs | 17,019 | <1% | As of March 21, 2025 (record date) |
| Director stock ownership guideline | None | — | No director ownership guidelines |
| Hedging policy | Allowed | — | Company does not prohibit hedging by directors/employees |
| Pledging | Not disclosed | — | No disclosure of pledged shares for Suggs in proxy |
| Dividends on unvested director stock | Paid in cash | — | On restricted stock holdings |
Governance Assessment
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Strengths
- Independent status; leadership as Compensation Committee Chair; active committee cadence (Comp: 5 meetings; CG&N: 4) .
- Strong shareholder support signals: 2025 director election “For” votes 29.1M; Say-on-Pay passed with substantial support; robust quorum and adoption of proposals .
- Use of independent comp consultant (Willis Towers Watson) with conflict assessment; explicit pay-for-performance framework for executives (relevant to Comp Chair oversight) .
-
Alignment and Red Flags
- No director stock ownership guidelines – reduces long-term alignment with shareholders .
- Hedging permitted for directors and employees – misaligned with governance best practices; can undermine “skin-in-the-game” .
- Related-party transactions exist with companies affiliated to other board members (Welch, Cleveland); Board lacks a formal related-party transaction approval policy (uses procedures via Audit Committee). Not specific to Suggs, but a Board-level governance risk .
- Meeting attendance disclosure is aggregate (≥75% for each director) rather than individual-by-director granularity, limiting transparency .
-
Compensation structure signals (for directors)
- Director pay mix: blend of fixed cash ($90k + chair fees) and time-based equity ($140k). No at-risk, performance equity for directors, which is consistent with many governance frameworks but offers limited performance linkage. Corporate Governance chair fee increased mid-2024 (systemic change) .
-
Shareholder engagement
- Strong votes on director elections and Say-on-Pay provide investor confidence signals; oversight of executive compensation under Comp Chair role reinforced by independent consultant and benchmarking .
Related-Party Transactions (context)
| Counterparty | Affiliation | 2024 Spend | Policy Note |
|---|---|---|---|
| Welch Packaging Group | Affiliated with Director M. Scott Welch | ~$1.0M | No formal policy; procedures via CEO/CFO and Audit Committee approval |
| Dimensional Foam Products/Century Foam | Owned by Director Todd M. Cleveland | ~$0.4M | Same as above |