Michael Kitson
PATRICK INDUSTRIESAbout Michael A. Kitson
Independent director at Patrick Industries (PATK) since 2013; age 66. Kitson chairs the Audit Committee and serves on the Compensation Committee. The Board has designated him an “audit committee financial expert,” reflecting deep finance, operations, and risk oversight experience across manufacturing and consumer businesses .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ascent CFO Solutions | Fractional Chief Financial Officer | May 2022 – Mar 2023 | Outsourced CFO services |
| oVertone Haircare, Inc. | Chief Financial Officer | Jul 2018 – Jan 2022 | Finance leadership in consumer products |
| AVL Growth Partners | Principal | Mar 2017 – Jul 2018 | CFO/financial advisory services |
| MikaTek, Ltd. | Chief Financial Officer | Jan 2016 – Jul 2016 | CFO role |
| SharpShooter Imaging | Chief Executive Officer | Mar 2015 – Jan 2016 | CEO role |
| Nautic Global Group (“Nautic”) | Chief Executive Officer | Mar 2011 – Oct 2013 | CEO role |
| Nautic Global Group (“Nautic”) | Chief Financial Officer | Aug 2010 – Mar 2011 | CFO role |
External Roles
- No current public company directorships disclosed for Kitson .
Board Governance
- Committee assignments (2025): Audit (Chair), Compensation; Board determined Kitson is independent and an audit committee financial expert .
- Committee assignments (2024): Audit (Chair), Compensation, Corporate Governance and Nominations .
- Board and committee engagement:
- Board held nine meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the May 16, 2024 annual meeting .
- Audit Committee met eight times in 2024 (Kitson as Chair), versus 13 meetings in 2023 .
- Compensation Committee independence and advisor: Committee independent; uses Willis Towers Watson as independent consultant with no conflicts determined .
- Leadership structure: CEO Andy Nemeth is Board Chair since May 2024; John A. Forbes is Lead Independent Director, facilitating executive sessions and independent oversight .
Fixed Compensation (Director)
| Metric | 2023 | 2024 H1 | 2024 H2 | Notes |
|---|---|---|---|---|
| Annual cash retainer (non-chair) | $90,000 | $90,000 | $90,000 | Program level; applies to non-employee directors |
| Audit Chair retainer | $20,000 | $20,000 | $20,000 | Kitson as Audit Chair |
| Cash fees actually paid (Kitson) | $110,000 | — | $110,000 (full year total) | 2024 table shows full-year cash fees |
| Other compensation (dividends on unvested RS) | $3,477 | — | $3,108 | Cash dividends on unvested director RS |
| Total director comp (Kitson) | $238,497 | — | $253,158 | Cash + equity grant-date value + dividends |
| Lead Independent Director retainer | $25,000 | $25,000 | $25,000 | For LID (Forbes), not Kitson |
Performance Compensation (Director Equity)
| Attribute | 2023 | 2024 |
|---|---|---|
| Grant date | May 25, 2023 | May 16, 2024 |
| Vehicle | Restricted Stock (time-based) | Restricted Stock (time-based) |
| Shares granted (Kitson) | 1,803 | 1,868 |
| Grant-date fair value | $125,020 | $140,050 |
| Vesting | One-year, service-based | One-year, service-based |
| Program notes | Company does not have stock ownership guidelines for directors | Company does not have stock ownership guidelines for directors |
The director equity program is time-based (no performance metrics). Non-employee directors receive cash dividends on unvested restricted shares .
Other Directorships & Interlocks
- Current public company boards (Kitson): none disclosed .
- Compensation Committee interlocks: none during 2024; no member of the Compensation Committee was an officer or employee of the Company in 2024 .
Expertise & Qualifications
- Over 38 years of senior financial leadership and operating roles in manufacturing sectors; board-designated “audit committee financial expert”; experience spans corporate/operations management, finance and capital allocation, strategic planning, and risk management .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Kitson) | 14,697 shares as of Mar 21, 2025 |
| Percent of class | <1% (denoted “*”) |
| Director ownership guidelines | Company does not have stock ownership guidelines for directors |
| Hedging policy | Company permits employees and directors to engage in hedging transactions; such transactions are generally permitted |
Governance Assessment
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Strengths
- Independent director; Audit Committee Chair; “audit committee financial expert” designation enhances financial reporting oversight .
- Strong engagement signals: Board-wide ≥75% attendance in 2024; Audit Committee met 8 times in 2024 (13 in 2023), indicating active oversight through cyclical environments .
- Compensation Committee uses an independent consultant (WTW) with no identified conflicts; committee independence affirmed .
- Clawback policy implemented by the Board in 2023 in alignment with SEC/NASDAQ—positive governance signal for incentive risk management .
-
Concerns / RED FLAGS
- No director stock ownership guidelines—reduces alignment and long-term “skin-in-the-game” expectations for non-employee directors .
- Hedging transactions by directors are permitted—can undermine alignment with shareholder returns; many peers restrict hedging .
- No formal related-party transaction policy; approvals handled case-by-case via management and Audit Committee/Board—process exists, but lack of a formalized policy is below best practice. Notably, 2024 related-party purchases involved companies affiliated with two other directors (approx. $1.0M from Welch Packaging; approx. $0.4M from Dimensional Foam Products); these were approved consistent with procedures. Kitson is not the related party, but as Audit Chair he oversees such matters, heightening the importance of robust safeguards .
-
Contextual signals
- Board leadership adjusted in 2024 to CEO-Chair with a Lead Independent Director (Forbes) and executive sessions each regular meeting—mitigates some risks of combined roles .
Appendix: Committee Snapshot (Kitson)
| Year | Committees | Chair Role | Audit Committee Meetings |
|---|---|---|---|
| 2024 | Audit; Compensation; Corporate Governance & Nominations | Audit Chair | 13 (FY2023) |
| 2025 Proxy (covering 2024 activity) | Audit; Compensation | Audit Chair | 8 (FY2024) |
References:
- Biography, committees, age, independence/financial expert:
- Board leadership, attendance, meetings:
- Director fee schedule and grants (2023/2024):
- Audit Committee report (Kitson as Chair):
- Clawback policy:
- Hedging policy:
- Security ownership (Kitson shares):
- Related-party transactions and approval process: