Joseph Cerulli
PATRICK INDUSTRIESAbout Joseph M. Cerulli
Independent director, age 65, serving on Patrick Industries’ board since 2008. Background in investment management and capital markets through his role at Tontine Associates, LLC since January 2007; designated by the Board as an audit committee financial expert under SEC rules. Board tenure of 17 years supports deep institutional knowledge; independence affirmed under NASDAQ and SEC standards in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tontine Associates, LLC | Investment management professional | Jan 2007–present | Capital markets, M&A strategy; Board-recognized audit committee financial expert credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Cerulli |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominations; Member, Audit.
- Expertise: Audit committee financial expert designation; Audit Committee counts him among members meeting financial sophistication requirements.
- Independence: Board determined Cerulli to be independent (one of seven of nine 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 May 16, 2024 annual meeting.
- Audit Committee met eight times; Corporate Governance & Nominations met four times.
- Board leadership: Lead Independent Director role held by John A. Forbes; independent directors hold executive sessions at each regular Board meeting without the CEO present.
Fixed Compensation (Director-specific)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director retainer |
| Corporate Governance & Nominations Chair retainer | $12,500 | $10,000 for 1H 2024; $15,000 for 2H 2024 |
| Total fees earned in cash (2024) | $102,500 | As reported for Cerulli |
| Other cash (dividends on unvested shares) | $3,108 | Cash dividends paid on unvested director restricted shares in 2024 |
Performance Compensation (Director equity)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted stock (service-based) | May 16, 2024 | 1,868 | $140,050 | Vests one year from grant date (or earlier upon certain events) | Standard annual director equity; dividends paid on restricted stock |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No disclosed public company board interlocks for Cerulli in 2024–2025 |
Expertise & Qualifications
- Strategic planning, operations, finance, investment banking, capital markets, and M&A strategy; audit committee financial expert designation supports robust oversight of financial reporting and internal controls.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Source/Notes |
|---|---|---|---|
| Joseph M. Cerulli | 73,978 | 0.22% | Ownership table (record date Mar 21, 2025; 33,555,159 shares outstanding) |
- Vested vs. unvested: Director grant of 1,868 restricted shares from May 2024 remained subject to service-based vesting until May 16, 2025.
- Pledging: No pledging disclosures for Cerulli; not indicated as pledged.
- Hedging policy: Company permits hedging by directors and employees; transactions generally permitted.
Governance Assessment
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Strengths:
- Independent director with audit committee financial expert credential; service as Chair of Corporate Governance & Nominations enhances board oversight of nominations, director compensation, succession planning, and ESG policies.
- Documented attendance threshold met; active committee cadence (Audit: 8 meetings; Governance: 4 meetings).
- No Section 16(a) filing delinquencies reported; strong procedural oversight through audit and compensation committee charters.
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Alignment considerations:
- Equity-based director pay ($140,050 restricted stock; 1,868 shares) supports some alignment; service-based vesting only (no performance conditions) indicates limited pay-for-performance sensitivity for directors.
- Director stock ownership guidelines: Company does not maintain stock ownership guidelines for directors, which may reduce long-term alignment.
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RED FLAGS:
- Hedging permitted for directors and employees, which can weaken alignment with shareholder outcomes.
- Related party transactions policy is informal (procedural rather than formalized policy); while 2024 transactions involved other directors (Welch and Cleveland) and were board-approved, the absence of a formal policy framework can be viewed as weaker governance. No related party transactions disclosed for Cerulli.
- Director equity vests on time basis without performance metrics; consider enhancing director ownership guidelines or performance-conditioned equity for stronger alignment.
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Shareholder sentiment:
- Say-on-pay (executive) received ~95% approval at May 16, 2024 meeting, indicating broad investor support for compensation governance; while focused on NEOs, reflects general confidence in board oversight.