Matthew Filer
PATRICK INDUSTRIESAbout Matthew Filer
Matthew S. Filer is Senior Vice President — Finance & Chief Accounting Officer at Patrick Industries (PATK), appointed Interim EVP–Finance, CFO & Treasurer in May 2023 until March 4, 2024, then returned to finance leadership and was named Chief Accounting Officer in May 2024 . He joined Patrick in November 2022 after 14 years at Caterpillar (2007–2021) in progressive global leadership roles culminating as CFO for divisions in Resource Industries; earlier experience includes roles at Honeywell and Raytheon, totaling 27 years across rail, mining, industrial, and defense sectors . His performance-linked pay uses a 70% net income STIP and 30% personal objectives, with LTIP performance-contingent shares tied to 3-year cumulative EBITDA and time-based shares vesting on three-year cliffs . In 2024, Filer’s STIP paid 112% of target ($336,600) on adjusted net income at 98% of plan, evidencing near-term pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Patrick Industries | Interim EVP–Finance, CFO & Treasurer | May 15, 2023 – Mar 4, 2024 | Led finance during CFO transition; maintained continuity of financial reporting and capital markets interface |
| Patrick Industries | Senior Vice President — Finance & Chief Accounting Officer | May 2024 – present | Oversees finance and accounting, aligning control environment with growth and M&A strategy |
| Patrick Industries | Senior Vice President of Finance | Nov 2022 – May 2023 | Senior finance leadership prior to interim CFO appointment |
| Caterpillar Inc. | CFO roles for divisions within Resource Industries | 2007 – 2021 | Progressive global leadership culminating in divisional CFO responsibilities |
| Honeywell; Raytheon | Various roles (not specified) | Not disclosed | Cross-industry experience (industrial/defense) |
External Roles
No public company board or external directorships disclosed in the proxy statements for Filer. (Not disclosed in NEO bios)
Fixed Compensation
Base salary and target cash incentive positioning (pay-at-risk architecture).
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (annual rate) | $350,000 | $375,000 (+7%) |
| Target STIP as % of base salary | 71% | 80% |
| STIP target ($) | $250,000 | $300,000 |
Summary compensation (amounts actually reported).
| Component | 2023 | 2024 |
|---|---|---|
| Salary | $336,539 | $372,115 |
| Bonus (discretionary) | $300,000 | $300,000 |
| Stock awards (grant-date fair value) | $238,000 | $273,905 |
| Non‑equity incentive (STIP) | $260,800 | $336,600 |
| All other compensation | $64,985 | $14,177 |
| Total | $1,200,324 | $1,296,797 |
Key design notes:
- Base salaries are set around 25th–50th percentile; high emphasis on variable pay .
- Discretionary bonuses recognized interim CFO service in 2023 and Jan–Mar 2024 and CAO appointment in 2024 .
Performance Compensation
2024 STIP (Short‑Term Incentive Plan)
| Element | Weighting | Threshold | Target | Maximum | Actual 2024 | Payout mechanics |
|---|---|---|---|---|---|---|
| Company Net Income (net of 2024 acquisitions) | 70% | $115.1m (50%) | $153.4m (100%) | $176.5m (200%) | $150.2m (98% of target) | 0%–200% of target based on net income and personal rating |
| Personal strategic objectives (rating 0–5) | 30% | 2.5 (50%) | 3.5 (100%) | 5.0 (200%) | Not disclosed (individual) | Overall payout combined with corporate result; Filer: 112% of target → $336,600 |
Long‑Term Incentive Plan (LTIP)
Plan structure: 80% performance‑contingent shares tied to 3‑year cumulative EBITDA; 20% time‑based shares with 3‑year cliff vesting (pay-at-risk orientation; 50%/100%/150%/200% payout at 80%/100%/110%/120% of EBITDA plan) .
2024 LTIP grant (approved Jan 2024):
| Component | Grant date | Target shares | Vesting terms | Closing price | Grant-date fair value |
|---|---|---|---|---|---|
| Performance‑Contingent Shares | 1/24/2024 | 3,300 | Vest based on cumulative EBITDA for 2024–2026; payout 50%–200% of target | $66.40 | Included in total stock award value $273,905 |
| Time‑Based Shares | 1/24/2024 | 825 | 3‑year cliff, vest 1/24/2027 | $66.40 | Included in total stock award value $273,905 |
| Total target award | 1/24/2024 | 4,125 shares (70% of base pay; $261,250 target value) | See components above | $66.40 | $273,905 reported grant fair value |
2023 LTIP grant (approved Jan 2023):
| Component | Grant date | Target shares | Vesting terms | Closing price | Grant-date fair value |
|---|---|---|---|---|---|
| Performance‑Contingent Shares | 1/25/2023 | 2,800 | Vest based on cumulative EBITDA for 2023–2025; payout scale applied | $68.00 | $238,000 total stock award value |
| Time‑Based Shares | 1/25/2023 | 700 | 3‑year cliff, vest 1/25/2026 | $68.00 | Included in total stock award value $238,000 |
| Total target award | 1/25/2023 | 3,500 shares; $238,000 target value | See components above | $68.00 | $238,000 reported grant fair value |
2025 Options and SARs (new leverage instruments):
| Award | Quantity | Strike(s) | Vesting | Term |
|---|---|---|---|---|
| Stock Options | 5,060 | $92.72 | Pro‑rata on first four anniversaries of 2/25/2025 (i.e., 2026–2029) | 9 years |
| Stock Appreciation Rights (SARs) | 5,060 | Tranche strikes: $92.72; $110.76; $132.31; $158.05 | Four equal tranches vest pro‑rata on first four anniversaries | 9 years |
Equity Ownership & Alignment
Ownership and outstanding awards.
| Item | Detail |
|---|---|
| Total beneficial ownership | 14,808 shares (less than 1% of class) as of record date March 21, 2025 |
| Unvested time‑based shares | 825 shares; market value $68,541 at $83.08 as of 12/31/2024; vest 1/24/2027 |
| Unvested performance‑contingent shares | 3,300 shares; payout value $274,164 at $83.08; measures 2024–2026 EBITDA |
| Options/SARs outstanding at 12/31/2024 | None (company disclosed no NEO options/SARs outstanding at year‑end 2024) |
| Hedging/Pledging | Hedging transactions are permitted; no specific pledging disclosures identified |
| Stock ownership guidelines | Multiples of base salary; Filer had no required total share value established upon assuming interim CFO in 2023 |
Vesting and selling pressure outlook:
- No 2024 exercises/vests for Filer reported; options/SARs granted in 2025 begin vesting 2026–2029, creating future potential exercise/sale windows .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Mr. Filer does not have an employment agreement with the Company |
| Severance/change‑of‑control | Potential payments table shows dashes for Filer; general framework provides target STIP payout inclusion and accelerated vesting terms for other NEOs (PC shares fully vest upon change‑of‑control; time‑based and PC shares continue under certain terminations) |
| Non‑compete/non‑solicit | Not disclosed in proxy |
| Perquisites/benefits | Limited perquisites (car allowance, 401(k), HSA, health club reimbursement) aligned with general employee plans |
Performance & Track Record
Company context during Filer’s tenure (Patrick Industries).
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Diluted EPS ($) | $2.80 | $6.42 | $8.99 | $4.33 | $4.11 |
| Operating cash flows ($m) | $160 | $252 | $412 | $409 | $327 |
| Net sales ($m) | $2,487 | $4,078 | $4,882 | $3,468 | $3,716 |
STIP outcomes for Filer:
| Year | Base salary (rate) | Target STIP | Actual payout % of target | Actual payout ($) |
|---|---|---|---|---|
| 2023 | $350,000 | $250,000 | 104% | $260,800 |
| 2024 | $375,000 | $300,000 | 112% | $336,600 |
Compensation Structure Analysis
- Variable-heavy pay design: base at 25th–50th percentile; STIP and LTIP at higher percentiles, reinforcing pay-at-risk and differentiation .
- STIP metrics tightened around net income net of acquisitions and non‑recurring items; payout schedule maintained 0–200% range with personal performance gating, consistent across 2023–2024 .
- LTIP shifted away from options in 2022–2024, favoring RSUs (time‑based and performance‑contingent); options/SARs reinstated in 2025 with multi‑strike SARs, increasing leverage and potential future exercise dynamics .
- Discretionary bonuses were used to bridge interim CFO service and role transitions, consistent with board’s reserved discretion for outstanding performance .
Equity Ownership & Alignment (Additional)
- Ownership guidelines exist; compliance for Filer was not required/established in 2023, limiting immediate “skin‑in‑the‑game” targets during his transition .
- Hedging permitted—an investor governance consideration given alignment trade-offs; pledging not disclosed .
- Beneficial ownership <1% and meaningful unvested equity exposure tie value to 3‑year EBITDA and cliff vesting, creating retention hooks through end‑2026/2027 .
Employment Terms (Severance & Change‑of‑Control Economics)
- No employment agreement; potential payments schedule did not enumerate base/STIP or acceleration for Filer, unlike CEO/other NEOs, implying fewer contractual severance protections for him .
- Framework indicates performance‑contingent shares fully vest upon change‑of‑control; time‑based and performance shares may continue vesting for certain terminations, applying across NEO program (contextual to equity grants) .
Investment Implications
- Compensation alignment: Filer’s cash STIP payouts track corporate net income and above‑target personal performance (112% in 2024), and LTIP exposure to cumulative EBITDA supports multi‑year value creation alignment .
- Retention risk vs. selling pressure: With 825 time‑based shares vesting in Jan 2027 and performance shares tied to 2024–2026 EBITDA, plus 2025 options/SARs vesting pro‑rata over 2026–2029, equity creates staggered retention incentives; near‑term forced selling pressure appears moderate, but new options/SARs introduce potential 2026–2029 exercise events .
- Ownership and governance: Beneficial ownership is small (<1%), and hedging permitted—investors should watch for any hedging or future pledging disclosures; ownership guideline compliance for Filer was not set during his interim transition year .
- Contractual protection: No employment agreement and no enumerated severance table for Filer reduce guaranteed exit economics, potentially increasing mobility but limiting shareholder severance costs .
- Execution track record: Prior Caterpillar divisional CFO roles and successful interim CFO stewardship at Patrick support operational credibility; 2024 STIP outcome and continued LTIP structure indicate management confidence in earnings and EBITDA trajectories .