Todd Cleveland
PATRICK INDUSTRIESAbout Todd M. Cleveland
Todd M. Cleveland (age 57) is a long-serving Patrick Industries director (Director since 2008) and former Chairman and CEO. He served as Chairman of the Board (May 2018–Dec 2019 and Jan 2023–May 2024) and Executive Chairman (Jan 2020–Dec 2022); prior roles include CEO (Feb 2009–Dec 2019), President (May 2008–Dec 2015), and COO (May 2008–Mar 2013) . He is not identified among the Board’s designated independent directors in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patrick Industries (PATK) | Chairman of the Board | Jan 2023–May 2024 | Board leadership; succeeded by CEO Andy Nemeth as Chair in May 2024 |
| Patrick Industries (PATK) | Executive Chairman | Jan 2020–Dec 2022 | Oversight/transition following CEO tenure |
| Patrick Industries (PATK) | Chairman of the Board | May 2018–Dec 2019 | Board leadership |
| Patrick Industries (PATK) | Chief Executive Officer | Feb 2009–Dec 2019 | Led strategic growth, M&A, capital allocation |
| Patrick Industries (PATK) | President | May 2008–Dec 2015 | Senior operating leadership |
| Patrick Industries (PATK) | Chief Operating Officer | May 2008–Mar 2013 | Operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IES Holdings, Inc. | Director | 2017–present | Chair of Human Resources & Compensation Committee (since Feb 2019); Member of Audit Committee (since Feb 2021) |
Board Governance
- Independence: Not listed among the seven directors designated independent in 2024 (independent directors: Cerulli, Forbes, Kitson, Klyn, Mayes, Suggs, Welch) .
- Committee assignments: None (no current committee roles listed for Cleveland) .
- Lead Independent Director: John A. Forbes (appointed 2024) who leads executive sessions at each regular Board meeting and provides independent oversight .
- Attendance: The Board met nine times in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the May 16, 2024 Annual Meeting .
- ESG oversight: Corporate Governance & Nominations Committee oversees ESG; Cleveland is not a member of this committee .
Fixed Compensation (Non‑Employee Director)
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual cash retainer | Non‑employee directors | $90,000 for 2024 |
| Committee chair retainers | Audit; Compensation; Corporate Governance & Nominations | $20,000; $15,000; $15,000 (CG&N was $10,000 in 1H24, $15,000 in 2H24) |
| Lead Independent Director retainer | Additional annual | $25,000 |
| Chairman retainer | Paid to Cleveland while non‑employee Chair | $400,000 for 01/01/2024–06/30/2024 (none in 2H24 after CEO became Chair) |
| Equity grant (RS) | Annual restricted stock | $140,000 grant in May 2024; vests one year from grant; dividends paid on unvested RS |
| 2024 director pay – Cleveland | Fees (cash) | $245,000 |
| 2024 director pay – Cleveland | Stock awards | $140,050 (1,868 RS at $75.00 closing price on May 16, 2024) |
| 2024 director pay – Cleveland | Other compensation | $3,108 (cash dividends on unvested RS) |
| 2024 director pay – Cleveland | Total | $388,158 |
| Director stock ownership policy | Directors | No stock ownership guidelines for directors (company policy) |
Performance Compensation (Director)
- Equity is time-based only for non‑employee directors (annual restricted stock vests after one year); no performance‑contingent director equity or incentive metrics disclosed .
Other Directorships & Interlocks
- Public board: IES Holdings, Inc. (roles as above) .
- Network/conflict note: Company purchases from an entity owned by Cleveland (see Related Party Transactions) .
Expertise & Qualifications
- Industry experience: Over 34 years in RV, marine, manufactured housing, and industrial sectors, with deep company and end‑market knowledge .
- Skills: Management development and leadership, acquisitions, strategic planning, finance and capital allocation, manufacturing and sales .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Todd M. Cleveland | 168,917 | * (<1%) | Includes 51,356 shares held in several limited liability corporations |
Recent Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-04 | 2025-06-03 | Open market purchase | 1,000 | $82.75 | 133,286 | https://www.sec.gov/Archives/edgar/data/76605/000007660525000163/0000076605-25-000163-index.htm |
| 2025-06-04 | 2025-06-02 | Open market purchase | 2,000 | $82.55 | 132,286 | https://www.sec.gov/Archives/edgar/data/76605/000007660525000163/0000076605-25-000163-index.htm |
Governance Assessment
- Alignment signals: Open market share purchases in June 2025 suggest confidence and personal capital at risk .
- Attendance: Meets minimum thresholds; Board met nine times in 2024 and all directors attended the Annual Meeting—baseline engagement .
- Independence/committee effectiveness: Cleveland holds no committee roles and is not designated independent in 2024—reduced check‑and‑balance function versus fully independent directors .
- Compensation structure: Significant cash retainer while Chair (1H24) plus annual equity; equity is time‑based rather than performance‑linked for directors, and the Company lacks director ownership guidelines—moderate alignment concern .
- Related‑party transactions (RED FLAG): Company purchased ~$0.4 million of foam materials from Dimensional Foam Products d/b/a Century Foam, an independent company owned by Cleveland, in 2024—Board approved via Audit Committee procedures; nonetheless a conflict‑of‑interest risk requiring continued scrutiny .
- Hedging policy (RED FLAG): The Company does not prohibit hedging by employees or directors—misalignment risk with shareholder interests .
- Say‑on‑pay context: Prior shareholder support for NEO pay was strong (about 95% approval at May 16, 2024 meeting for FY2023 compensation), indicating broader investor confidence in compensation governance, though this pertains to executives, not director pay .
Related Party Transactions
- 2024 RPT: Approximately $0.4 million purchased from Dimensional Foam Products (Century Foam), owned by Todd M. Cleveland; transactions approved under Audit Committee oversight procedures .
Director Compensation Mix and Ownership Alignment
| Aspect | Observation |
|---|---|
| Cash vs Equity (2024) | Cash fees $245,000 vs stock awards $140,050; significant cash component in 1H24 while serving as Chair ($400,000 annualized chairman retainer for 1H24) . |
| Ownership policy | No director stock ownership guidelines; dividends paid on unvested RS—less stringent alignment than peers that require fixed ownership multiples . |
| Hedging | Hedging permitted—potential misalignment with long‑term shareholder exposure . |
Compensation Committee Analysis (Board Context)
- Committee composition and independence: Compensation Committee chaired by Denis G. Suggs; members include Forbes, Kitson, Mayes; all independent; Cleveland is not a committee member .
- Consultant: Willis Towers Watson engaged; independence assessed; no conflicts of interest identified .
- Interlocks: None disclosed in 2024; no member of the Compensation Committee was an officer/employee in 2024 .