John Forbes - Lead Independent Director | PATRICK INDUSTRIES (PATK) Executive Profile & Compensation

About John A. Forbes

John A. Forbes, age 65, has served on Patrick Industries’ Board since 2011 and was appointed Lead Independent Director in 2024. He is a partner at Full Sails LLC (since June 2017) and previously served as PATK’s interim CFO (June–November 2020). His operating and financial credentials include President and CFO roles at Utilimaster (Shyft Group) and CFO roles at Nautic Global Group and Adorn, with expertise spanning operations, M&A, strategic planning, risk management, and banking relations . The Board classifies him as independent under NASDAQ and SEC rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Patrick Industries (PATK)	Interim Chief Financial Officer	Jun 2020 – Nov 2020	Stepped in during transition; senior finance oversight
Full Sails LLC	Partner (strategic consulting)	Jun 2017 – Present	Strategy and operations advisory
Utilimaster (Shyft Group)	President	Jul 2010 – Jun 2017	Led operations for specialty vehicle business
Utilimaster (Shyft Group)	Chief Financial Officer	May 2009 – Jul 2010	Senior financial leadership
Nautic Global Group, LLC	Chief Financial Officer	2007 – 2009	Senior financial leadership
Adorn, LLC	Chief Financial Officer	2003 – 2007	Senior financial leadership

External Roles

Organization	Role	Tenure	Notes
Chase Packaging Corporation	Director (public company)	Mar 2019 – Present	Only disclosed public company directorship

Board Governance

Roles: Lead Independent Director since 2024; Board member since 2011 .
Committee assignments: Compensation Committee (member); Corporate Governance & Nominations Committee (member). He is not listed as a committee chair .
Board leadership: As Lead Independent Director, he facilitates independent oversight, leads executive sessions at each regular Board meeting without the CEO, and focuses on Board priorities and processes .
Independence: Designated independent by the Board; one of seven independent directors in 2024 .
Attendance and engagement: Board met nine times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting (May 16, 2024) .

Fixed Compensation

Component (Directors)	2024 Amount	Notes
Annual retainer (non-Chair directors)	$90,000	Rate applicable in both halves of 2024
Lead Independent Director additional retainer	$25,000	Annual rate; unchanged across halves; Forbes appointed LID in 2024 (proration likely)
Committee chair retainers	Audit: $20,000; Compensation: $15,000; Corporate Governance & Nominations: $15,000 ($10,000 1H24)	Forbes not disclosed as chair; he is a member of Compensation and CGN
Meeting fees	None disclosed	Not listed; Board notes reimbursement of travel and related expenses
Forbes – Fees Earned (cash)	$102,500	Reflects base director retainer plus likely pro-rated LID retainer starting mid-2024

Director compensation table (2024): Forbes received $102,500 in cash, $140,050 in stock awards, $3,108 in dividends on unvested shares; total $245,658 .

Performance Compensation

Equity Element	Grant Date	Shares / Basis	Grant-Date Value	Vesting / Conditions	Dividends
Annual restricted stock (non-employee directors)	May 16, 2024	1,868 shares at $75.00 close	$140,050	Vests upon one year of continued Board service or earlier upon certain events	Cash dividends paid on unvested shares

Performance metrics: None for directors; restricted stock is time-based (no EPS/EBITDA/TSR conditions) .
The Company states it has no formal policy on the timing of option/SAR awards relative to MNPI disclosure; they assert they have not timed disclosures to affect award value. Note: directors currently receive restricted stock, not options/SARs .

Other Directorships & Interlocks

Company	Type	Role	Overlap/Interlocks
Chase Packaging Corporation	Public	Director	No disclosed related-party transactions with PATK
Historical overlap with other PATK directors	Career	Former CFO at Nautic Global Group (2007–2009)	Another PATK director (Michael Kitson) later served as Nautic’s CFO/CEO (2010–2013), indicating past industry overlap but not a current interlock .

Expertise & Qualifications

Financial leadership: Former CFO at multiple manufacturing businesses; interim CFO at PATK .
Operations and talent management; acquisitions and strategic planning; risk management; banking relations .
Brings 38+ years in manufacturing industries to Compensation and Corporate Governance & Nominations committees .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	Notes
John A. Forbes	53,891	<1%	As of March 21, 2025 record date; beneficial ownership counts adjusted for 3-for-2 stock split paid Dec 13, 2024

Stock ownership guidelines for directors: The Company does not have stock ownership guidelines for its directors (RED FLAG for alignment) .
Hedging: The Company permits employees and directors to engage in hedging transactions; such transactions are generally permitted (RED FLAG) .
Pledging: No specific disclosure of pledging by Forbes in the proxy; not indicated in ownership notes .
Insider trading policy: Standard blackout windows; prohibits trading on material nonpublic information .

Governance Assessment

Positives
- Lead Independent Director role with clear responsibilities (executive sessions each regular meeting, independent oversight), strengthening board independence and process .
- Committee service on Compensation and Corporate Governance & Nominations aligns with his deep finance/operations background .
- Independent director designation and at least 75% attendance in 2024; full attendance at 2024 annual meeting support engagement .
- No disclosed related-party transactions involving Forbes in 2024; related-party purchases were tied to other directors and reviewed per Audit Committee process .
Risks / Red Flags
- No director stock ownership guidelines reduce long-term alignment for non-employee directors (RED FLAG) .
- Hedging of company stock by directors is permitted, which can undermine alignment with downside risk (RED FLAG) .
- No formal policy on timing of equity awards relative to MNPI disclosure (company states it has not timed disclosures to affect value), which is weaker than best-practice policies (process risk; mitigated by directors receiving time-based RS) .
Compensation Alignment Signals (Directors)
- Cash vs equity mix: For 2024, Forbes’ compensation was ~42% cash ($102.5k) and ~57% equity ($140.05k), plus $3.1k dividends, reinforcing equity exposure but without performance conditions .
- LID retainer: Appointment in 2024 suggests enhanced leadership responsibilities; cash fees appear prorated accordingly .
Attendance and Engagement
- Board met nine times in 2024; each director reached at least 75% attendance; all attended 2024 annual meeting—no specific attendance shortfalls disclosed for Forbes .
Related-Party/Conflicts
- No Forbes-linked related-party transactions disclosed; existing related-party transactions with two other directors were reviewed and approved under established procedures (Audit Committee/Board) .