Joel Duthie
PATRICK INDUSTRIESAbout Joel Duthie
Executive Vice President, Chief Legal Officer and Secretary at Patrick Industries (PATK); age 50 as of January 1, 2025. Joined Patrick as General Counsel in November 2020 and was appointed EVP, CLO & Secretary in May 2021, following two decades of corporate law practice focused on M&A, supply chain, and commercial contracts at Barnes & Thornburg and an assistant general counsel role in manufacturing . Company performance during his tenure: Company TSR rose from a $100 base in 2019 to $262 by 2024 vs peer $114; Net Income progressed $97M→$225M→$328M→$143M→$138M (2020–2024); EBITDA rose $247M→$457M→$627M→$405M→$425M, the primary LTIP metric .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Patrick Industries | General Counsel | Nov 2020–May 2021 | Corporate legal leadership supporting governance, M&A, and contracting . |
| Patrick Industries | EVP, Chief Legal Officer & Secretary | May 2021–present | Executive oversight of legal, corporate secretary responsibilities; supports transactions and governance . |
| Barnes & Thornburg LLP | Partner (Corporate) | 2000–2002; 2007–2020 | Led M&A, supply chain and commercial contracting for corporate clients . |
| Privately-held manufacturer (flow control products) | Assistant General Counsel | 2002–2006 | Supported corporate legal operations in industrial manufacturing . |
External Roles
- No public company directorships disclosed for Joel Duthie; executive role at Patrick only .
Fixed Compensation
| Component | 2023 | Notes |
|---|---|---|
| Base Salary (STIP basis) | $475,000 | Base used to set 2023 incentive targets. |
| Salary Paid | $456,731 | Reported salary in Summary Compensation Table. |
| All Other Compensation | $25,800 | Auto allowance, HSA contribution, health club reimbursement. |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2023
| Metric | Weighting | Target | Actual | Payout (% of target) | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Company Net Income (adj., net of acquisitions) | 70% | $166.0M | $147.0M (89% of target) | Incorporated into individual payout | — | Annual cash. |
| Individual Performance Rating | 30% | 3.5 (target) | Executive-specific | — | — | Annual cash. |
| Joel Duthie STIP Target | — | $500,000 | — | 93% | $465,950 | Annual cash. |
STIP payout curve: Threshold 50% at 75% of plan; Maximum 200% at 115% of plan (company metric). Individual rating threshold 2.5, maximum 5.0 with same 50–200% payout range .
Long-Term Incentive Plan (LTIP) – 2023 Grant
| Element | Target Value | Shares at Target | Vesting | Payout Curve |
|---|---|---|---|---|
| Total Target LTIP (Joel) | $500,000 | 7,353 | Split between time-based and performance shares | Performance shares 50–200% of target based on 3-year cumulative EBITDA . |
| Time-Based Shares (20%) | — | 1,471 | Cliff vest 3 years from grant date | 100% at threshold/target/stretch/maximum . |
| Performance-Contingent Shares (80%) | — | 5,882 | Earned based on 2023–2025 cumulative EBITDA; settled in stock | 50% threshold, 100% target, 150% stretch, 200% maximum . |
Company uses EBITDA as primary LTIP measure; dividends on unvested shares accrue and pay only on vesting .
Option/SAR Grants – February 25, 2025
| Instrument | Quantity | Strike/Exercise | Vesting | Term |
|---|---|---|---|---|
| Stock Options | 4,220 | $92.72 | Pro-rata on first 4 anniversaries | 9 years |
| Stock Appreciation Rights (SARs) | 4,220 | Tranche strikes: $92.72; $110.76; $132.31; $158.05 | Four equal tranches, pro-rata on first 4 anniversaries | 9 years |
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Executive stock ownership guideline | Multiple of base salary; Joel required 2× base salary (2023), equating to $950,000 share value; 2023 disclosure states all NEOs except Mr. Filer exceeded requirements (Joel included) . |
| Holding/retention | No specific holding/retention period for options/SARs or vested stock-based grants . |
| Hedging & pledging | Company permits hedging transactions for employees/directors; no pledging disclosures specific to Joel found . |
Employment Terms
| Scenario (hypothetical as of Dec 31, 2023) | Base Salary | Accelerated LTI Value | Annual Non-Equity Bonus | Total |
|---|---|---|---|---|
| Termination without cause | $475,000 | $2,719,586 | $465,950 | $3,660,536 |
| Change of control | $475,000 | $2,719,586 (assumes target for performance shares) | $465,950 | $3,660,536 |
| Death or disability | — | $2,719,586 | $465,950 | $3,185,536 |
- Equity acceleration terms: Time-based shares fully vest on termination without cause, change of control, or death/disability; performance shares continue to vest if terminated without cause/death/disability (subject to performance) and fully vest at target on change of control .
- Executive employment agreements (company-wide framework): For specified NEOs, agreements include severance equal to one year of base salary plus STIP; non-compete for two years post-termination; the CFO agreement includes “good reason” protection. Joel’s termination benefits are detailed via proxy tables; specific agreement terms for Joel are not separately enumerated in the 2025 DEF 14A .
Additional Governance & Signals
- Clawback policy: Incentive Compensation Recovery Policy implemented by the Board in 2023 per SEC/NASDAQ requirements .
- Insider trading policy: Amended and restated in 2024; blackout periods begin 14 days before period-end and end after first full trading day post-release .
- Section 16 compliance: 2023 DEF 14A notes a late Form 4 filing for Joel on October 4, 2023 for a September 29, 2023 transaction (alongside other individual late filings) .
- Say-on-Pay: Shareholders approved NEO compensation with ~95% support at the May 16, 2024 Annual Meeting (for FY2023) .
Investment Implications
- Pay-for-performance alignment: Joel’s pay mix emphasizes variable compensation—2023 STIP tied 70% to net income and 30% to individual objectives; LTIP is 80% performance-contingent on 3-year EBITDA, directly linking awards to a key value driver .
- Retention and overhang: 2023 LTIP awards vest through end of 2025; 2025 options/SARs vest pro-rata over four years, supporting retention but creating future potential supply from exercises; blackout policy moderates timing of sales .
- Alignment and risk flags: Joel exceeded a 2× salary ownership guideline, improving alignment; however, company permits hedging, which can reduce exposure to downside (potential red flag for alignment) .
- Change-of-control economics: Single-trigger equity vesting at target upon change of control simplifies payout calculus and can accelerate value realization; cash severance appears limited to ~1× salary plus STIP, which is moderate vs market .
- Trading signals: Monitor Form 4s around vest dates and SAR/option vesting schedules (annual anniversaries post-Feb 25, 2025) for potential selling pressure; 2023 late filing suggests process risk but not material by itself .