Jeff Rodino
PATRICK INDUSTRIESAbout Jeff Rodino
Jeffrey M. Rodino is President—Recreational Vehicles (RV) at Patrick Industries (appointed January 2024), after serving as Company President from July 2021 to January 2024 and previously in senior sales and operating roles (Chief Sales Officer, EVP Sales, COO) across RV, marine, manufactured housing, and industrial end markets with 31+ years of experience . Company performance during his leadership window reflects resilient profitability: EBITDA was $457M in 2021, $627M in 2022, $405M in 2023, and $425M in 2024, while Net Income was $225M (2021), $328M (2022), $143M (2023), and $138M (2024) . Total Shareholder Return (TSR) on a $100 initial investment climbed to $207 in 2023 and $262 in 2024; peer TSR stood at $146 in 2023 and $114 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Patrick Industries | President—RV | Jan 2024–present | Leads oversight and strategic planning for RV businesses |
| Patrick Industries | President (Company) | Jul 2021–Jan 2024 | Oversaw diversified end markets amid cyclical demand normalization |
| Patrick Industries | Chief Sales Officer | Sep 2016–Jul 2021 | Drove sales strategy across RV/marine/housing segments |
| Patrick Industries | EVP Sales | Dec 2011–Jul 2021 | Expanded commercial relationships and product portfolio |
| Patrick Industries | Chief Operating Officer | Mar 2013–Sep 2016 | Executed operations and efficiency initiatives |
| Patrick Industries | VP of Sales—Midwest | Aug 2009–Dec 2011 | Regional sales leadership |
External Roles
- None disclosed in proxy filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $575,000 | $575,000 | $575,000 |
Performance Compensation
Short-Term Incentive Plan (STIP) Structure
| Component | Weighting | Threshold | Target | Stretch | Max |
|---|---|---|---|---|---|
| Company Net Income (net of acquisitions) | 70% | 75% of plan → 50% payout | 100% → 100% payout | 110% → 175% payout | 115% → 200% payout |
| Individual Strategic Objectives | 30% | Rating 2.5 → 50% payout | 3.5 → 100% payout | 4.4 → 175% payout | 5.0 → 200% payout |
STIP Targets and Actuals (Rodino)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target STIP ($) | $1,000,000 | $1,000,000 | $1,000,000 |
| Actual Payout ($) | $1,850,000 | $931,900 | $1,063,500 |
| Actual as % of Target | 185% | 93% | 106% |
| Company Adjusted Net Income (used in STIP) | $318.4M | $147.0M | $150.2M |
Long-Term Incentive Plan (LTIP) Design
- Three-year cumulative EBITDA; performance-contingent RSUs 80% of value and time-based RSUs 20% (three-year cliff) .
LTIP Targets (Rodino)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Target LTIP ($) | $1,275,000 | $1,275,000 | $1,475,000 |
| Total Target Shares | 16,559 | 18,750 | 23,290 |
| Time-Based Shares (Target) | 3,312 | 3,750 | 4,658 |
| Performance-Contingent Shares (Target) | 13,247 | 15,000 | 18,632 |
| LTIP Price Basis (Board) | $77.00 (2022) | $68.00 (2023) | $63.34 (2024) |
Vesting Schedules and Results
| Award Type | Grant Date | Vesting | Notes |
|---|---|---|---|
| Time-Based RSUs | Jan 26, 2022 | Cliff on Jan 26, 2025 | Subject to forfeiture on termination |
| Time-Based RSUs | Jan 25, 2023 | Cliff on Jan 25, 2026 | — |
| Time-Based RSUs | Jan 24, 2024 | Cliff on Jan 24, 2027 | — |
| Performance RSUs | 2022/2023/2024 | Earned over 3-year EBITDA period; 50–200% of target | COE vest fully at target upon change-of-control |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares beneficially owned (as of Mar 21, 2025) | 229,181 (less than 1%) |
| Ownership guideline | 2x base salary; $1,150,000 required value in 2024 |
| Compliance status | All NEOs exceeded requirements in 2024 |
| Hedging policy | Hedging permitted; no prohibition disclosed |
Outstanding Equity (Dec 31, 2024)
| Grant Date | Unvested Time-Based RSUs (shares) | Market Value ($) | Unvested Performance RSUs (shares) | Market Value ($) |
|---|---|---|---|---|
| Jan 24, 2024 | 4,658 | $386,987 | 18,632 | $1,547,947 |
| Jan 25, 2023 | 5,625 | $467,325 | 33,750 | $2,803,950 |
| Jan 26, 2022 | 4,968 | $412,741 | 19,871 | $1,650,883 |
| Valuation basis | — | $83.08 closing price (12/31/2024) | — | $83.08 closing price (12/31/2024) |
Options and SARs; Exercises and Value Realized (2024)
| Item | Shares | Value Realized ($) |
|---|---|---|
| Stock Options exercised (2024) | 90,000 | $5,648,600 |
| SARs exercised (gross/net) (2024) | 23,121 / 4,938 | $643,072 |
New 2025 Equity Grants (Options & SARs)
| Instrument | Quantity | Strike/Exercise | Vesting | Term |
|---|---|---|---|---|
| Stock Options | 42,180 | $92.72 | Pro-rata over 4 anniversaries | 9 years |
| SARs (4 tranches) | 42,180 | $92.72 / $110.76 / $132.31 / $158.05 | Pro-rata over 4 anniversaries | 9 years |
Employment Terms
- Employment Agreement: Non-compete for two years post-termination; severance equals 12 months base salary plus annual non-equity incentive earned (pro-rated if termination before year-end) upon termination without cause; no payment on voluntary resignation or termination for cause .
- Change-of-Control: Time-based RSUs fully vest; performance RSUs vest at target immediately at CoC; options/SARs fully vest on termination without cause .
- Clawback Policy: Incentive Compensation Recovery Policy implemented in 2023 aligned with SEC/NASDAQ rules .
Potential Payments (as of Dec 31, 2024 hypothetical)
| Scenario | Base Salary ($) | Accelerated Equity Value ($) | Annual Non-Equity Bonus ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause | $575,000 | $7,269,833 | $1,063,500 | $8,908,333 |
| Change of control | $575,000 | $7,269,833 | $1,063,500 | $8,908,333 |
| Death/disability | — | $7,269,833 | $1,063,500 | $8,333,333 |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($M) | 97 | 225 | 328 | 143 | 138 |
| EBITDA ($M) | 247 | 457 | 627 | 405 | 425 |
| Company TSR ($100 initial) | 133 | 159 | 122 | 207 | 262 |
| Peer TSR ($100 initial) | 116 | 145 | 112 | 146 | 114 |
Compensation Committee Analysis and Peer Benchmarking
- Pay philosophy: Base salary positioned at 25th–50th percentile; STIP at 50th–75th; LTIP at 25th–50th; total target compensation at 50th–75th percentile .
- 2024 peer group includes American Woodmark, Apogee, Brunswick, Cavco, EnPro, Hyster-Yale, LCI, Modine, Mueller, Polaris, Thor, UFP, Wabash, Winnebago .
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting: ~95% approval of FY2023 NEO compensation .
- 2023 Annual Meeting: holders of ~95% approved FY2022 NEO compensation (updated context in 2024 proxy) ; prior year approval of ~85% for FY2021 compensation (2023 proxy) .
Risk Indicators & Red Flags
- Hedging permitted by policy (alignment concern) with no noted prohibition; pledging not specifically addressed in disclosures .
- Section 16 compliance: 2024 proxy noted specific late filings for other insiders, not for Rodino; 2025 proxy states no known noncompliance in 2024 .
- No tax gross-ups or option repricings disclosed; time-based and performance RSUs subject to standard forfeiture/vesting rules .
Investment Implications
- Pay-for-performance integrity: Rodino’s STIP payouts varied with company results (185% in 2022’s strong year, then 93–106% as profitability normalized), indicating responsive variable pay . LTIP structure emphasizes three-year EBITDA with substantial upside/downside, aligning with long-cycle execution across end markets .
- Near-term selling pressure: Significant 2024 option/SAR exercises realized ~$6.3M total value, and sizable unvested RSU stacks vest in 2025–2027; newly granted 2025 options/SARs add potential future exercises—watch 10b5‑1 plans and blackout windows for cadence .
- Alignment and retention: Ownership requirement met/exceeded; employment agreement provides 1x salary plus bonus and strong equity acceleration in CoC—adequate retention with two-year non-compete but single-trigger equity vesting at target under CoC can be shareholder-sensitive in M&A scenarios .
- Governance signals: High Say‑on‑Pay support and consistent external benchmarking support compensation credibility; hedging permissiveness remains a soft alignment risk to monitor .