Mark Van Genderen

About Mark Van Genderen

Mark Van Genderen, 56, is President & CEO and a director of Douglas Dynamics (NYSE: PLOW) effective March 3, 2025, after serving as COO (Sept 2024–Mar 2025) and leading the Work Truck Attachments segment (Jan 2023–Feb 2025) . He previously held leadership roles across manufacturing, product, go-to-market, and regional P&L at Harley-Davidson over 21 years; he holds a B.A. in Business Administration (Hope College) and an MBA from Kellogg (Northwestern) . Recent company performance context: 2024 Adjusted EBITDA was $79.3 million vs $68.1 million in 2023, and 2024 Net Income was $56.2 million; five-year TSR value of $100 stood at $51.12 in 2024 versus peer TSR $133.66 (Russell 2000) . 2024 say‑on‑pay support exceeded 97%, with pay programs emphasizing profitability, FCF, and margin efficiency .

Past Roles

External Roles

Fixed Compensation

Notes:

• 2024 increase to $420,000 base upon COO appointment effective Sept 17, 2024 .
• CEO compensation terms effective March 3, 2025 per Amended and Restated Employment Agreement .

Performance Compensation

2024 Annual Incentive Plan (AIP) – Metrics, Targets, Outcomes (company framework; individual payout adjusted)

Additional details:

• 2024 AIP added Adjusted EBITDA margin to sharpen cost discipline and reduce snowfall-driven volatility; metrics were consolidated results for NEOs; Van Genderen requested a 50% discretionary cut reflecting sub‑target performance in Work Truck Attachments while he led the segment before becoming COO .
• Former CEO received 100% of target per transition agreement; other NEO payouts disclosed for context .

Long‑Term Incentives (LTIs)

• 2024–2026 PSUs: 50% of LTI; metrics are adjusted EPS (50%) and RONA (50%), each measured annually (2024–2026) with a ±25% relative TSR modifier vs S&P Small Cap 600 Industrials; payout after 2026 .
• 2024 PSU actual (year 1): EPS 33% of target; RONA 42.5% of target; subject to TSR modifier at end of 2026 .
• 2024 RSUs: 50% of LTI; 3‑year ratable vesting (service-based) .
• Special retention (2024): $300,000 in RSUs granted 9/3/2024, generally service‑based through March 6, 2027 .

Equity Ownership & Alignment

• Beneficial ownership: 33,786 shares as of the March 3, 2025 record date; under 1% of outstanding . Company shares outstanding at record date were 23,098,441 .
  Calculation: Ownership ≈ 0.15% = 33,786 / 23,098,441 (inputs cited) .
• Unvested/Unearned awards at 12/31/2024 (value at $23.63/sh): RSUs 18,270 ($431,720); PSUs (target) 7,819 ($184,763) .
• Upcoming vesting schedule for Van Genderen’s RSUs:
  • 3,045 on 3/6/2025; 2,554 on 3/6/2026; 12,671 on 3/6/2027 .
• Options: None outstanding for NEOs at YE 2024 (no stock options listed) .
• Ownership guidelines: CEO must hold 3x base salary in stock; executives have up to 5 years from appointment to comply; all executives either compliant or within grace period .
• Hedging/Pledging: Hedging prohibited; insider trading policy in place; no explicit pledging allowance disclosed in proxy excerpts .
• Clawback: NYSE- and SEC-compliant compensation recovery policy applies to covered officers for three completed years preceding a restatement .

Employment Terms

• Agreement: Amended & Restated Employment Agreement effective March 3, 2025 (CEO) .
• Base salary: $700,000; AIP target ≥100% of base; LTI target moves to 160% of base .
• Severance (no change in control): If terminated without Cause or resigns for Company Material Breach, severance equals 12 months of base salary plus target annual bonus, paid over 12 months, subject to release; 60‑day release period and timing rules apply .
• Change‑of‑Control (double trigger): If terminated without Cause or resigns for Good Reason within 24 months after a qualifying CoC, severance equals 1.75x (base + target bonus), lump sum within 60 days, subject to release; Good Reason includes material salary/target bonus reduction, material adverse responsibility change, or required relocation >35 miles .
• Benefits: COBRA‑equivalent coverage at employee cost for up to 18 months after termination (various scenarios) .
• 280G excise mitigation: “Best‑net” approach with cutback order (no excise tax gross‑up) .
• Restrictive covenants: Separate Confidentiality and Noncompetition Agreement remains in full force; arbitration provision for disputes .
• No single‑trigger equity acceleration; equity treatment follows plan/award agreements (consistent with Company disclosure) .

Board Governance and Director Service

• Board service: Appointed to the Board simultaneously with CEO appointment on March 3, 2025; fills expanded board size to seven directors .
• Roles structure: Chairman (Janik) is not independent; CEO and Chair roles are separated; Lead Independent Director is Donald W. Sturdivant with defined authorities to balance governance and agenda/flow control .
• Committee roles: None disclosed for Van Genderen as of appointment .
• Director compensation: Employee‑directors historically receive no additional director compensation; in 2024, executives serving on the Board received no extra fees while employed (illustrated by CEO/Chair transitions) .
• Board operations: In 2024, nine board meetings; all directors met ≥75% attendance; executive sessions held nine times .

Deferred Compensation and Perquisites (2024)

Compensation Structure Analysis

• Cash vs equity mix: As COO/segment leader, target AIP 75% of base and LTI 75% of base; as CEO, at‑risk pay increases materially (AIP 100%, LTI 160%), heightening pay-for-performance leverage .
• Metric design: Shifted 2024 AIP to add Adjusted EBITDA margin (20% weight) to mitigate snowfall variability and emphasize cost control; PSU design moved to annual EPS/RONA tranches with a relative TSR modifier to better align with stock outcomes .
• Discretionary elements: 2024 included a 50% voluntary reduction of Van Genderen’s AIP payout to reflect segment underperformance—positive signal on accountability .
• Option usage: No options outstanding; equity uses PSUs and RSUs; 2024 mix moved to 50/50 PSUs/RSUs from 60/40 prior year to manage uncontrollable weather volatility .
• Governance safeguards: No single-trigger CoC severance; no option repricing; clawback policy; hedging prohibited; 280G best‑net cutback (no gross‑up) .

Related-Party Transactions and Other Risks

• Related-party transactions: None >$120,000 involving directors/executives reported since Dec 31, 2023 .
• Section 16 compliance: Proxy notes a late Form 4 in 2024 for another director due to administrative error; no such disclosure for Van Genderen .
• Say‑on‑pay: 2024 advisory approval >97% signals strong shareholder support for compensation design .

Equity Ownership & Vesting Details (Expanded)

Vesting schedule (RSUs):

• 3,045 on 3/6/2025; 2,554 on 3/6/2026; 12,671 on 3/6/2027 .
  PSUs: 2024–2026 tranche vests/pays after 2026 subject to EPS/RONA results and TSR modifier .

Ownership guideline and compliance runway:

• CEO guideline 3x base salary; 5‑year compliance window for newly appointed executives .

Employment Terms (Key Provisions Summary)

Investment Implications

• Alignment and incentives: CEO package meaningfully increases at‑risk pay (AIP 100%; LTI 160%), with PSUs tied to EPS, RONA, and relative TSR, reinforcing multi‑year value creation levers (profitability, asset efficiency, stock performance) .
• Near‑term supply overhang: RSU vesting cadence in March 2025/2026/2027 and a sizeable special grant vesting by March 2027 could introduce periodic selling pressure absent 10b5‑1 plans or retention choices; PSUs defer to post‑2026, creating longer‑dated alignment .
• Governance risk moderated: Separation of Chair/CEO roles, an empowered Lead Independent Director, clawback, no single‑trigger CoC, and 280G cutback reduce governance and parachute risk perception .
• Ownership: Direct ownership is modest (~0.15% of outstanding), but stock ownership guidelines (3x base) and multi‑year equity mix provide a path to greater “skin in the game” over the five‑year compliance window .
• Execution lens: 2024 results showed improved Adjusted EBITDA ($79.3m) and Net Income ($56.2m), but five‑year TSR underperformed the small‑cap peer benchmark; the AIP metric changes and PSU TSR modifier indicate a programmatic response to drive improved relative performance under the new CEO .

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