PATRICK INDUSTRIES INC (PATK)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PATRICK INDUSTRIES INC · Meeting: May 14, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined the board in 2025 (within the 24-month new-director exemption window), has relevant industry and financial expertise, serves on only two public boards, and PATK's 3-year TSR of +166% outpaces the peer group median by +160.9pp, well above the 65pp trigger threshold.
Joined the board in May 2025 (within the 24-month new-director exemption window), brings strong financial and banking expertise, and no other policy flags apply.
Long-tenured director since 2008 with strong financial and investment expertise; PATK's 3-year TSR of +166% outperforms the peer group median by +160.9pp, far exceeding the 65pp threshold needed to trigger a negative vote, so no TSR concern applies.
Director since 2008 with deep industry knowledge; PATK's 3-year TSR of +166% outperforms the peer group median by +160.9pp, well above the 65pp trigger threshold, and he holds only one other public board seat.
Lead Independent Director since 2024 with extensive senior financial leadership experience; PATK's strong TSR outperformance versus peers eliminates any TSR concern, and no other policy flags are present.
Audit Committee Chair since at least 2013 with deep financial and manufacturing expertise; PATK's 3-year TSR of +166% outperforms peers by +160.9pp, well above the trigger threshold, and he holds no other public board seats.
CEO and Chairman since 2020 and 2024 respectively; executive directors are subject to the same TSR trigger as all other directors, but PATK's 3-year TSR of +166% outperforms the peer group median by +160.9pp, far exceeding the 65pp threshold, so no TSR concern arises, and he holds only one outside public board seat.
Director since 2019 with broad operational and executive leadership experience; PATK's exceptional 3-year TSR outperformance versus peers clears all thresholds, and he holds only one other public board seat.
Director since 2015 with extensive business and financial experience; PATK's 3-year TSR of +166% outperforms peers by +160.9pp, well above the 65pp trigger threshold, and while he has a related-party transaction with the company (Welch Packaging Group), it is modest (~$0.9M) and Board-approved, and he is not classified as independent on audit or compensation committees based on disclosed independence designations.
All nine director nominees receive a FOR vote. PATK's 3-year total shareholder return of +166% outperforms the company-disclosed compensation peer group median by +160.9 percentage points, far exceeding the 65pp threshold that would be required to trigger a negative vote under the strong-positive TSR tier. The two newest directors (Augsburger and Brown) are within the 24-month exemption window. No director is overboarded, no attendance issues were disclosed, and audit committee members all have demonstrated financial expertise.
Say on Pay
✓ FORCEO
Andy L. Nemeth
Total Comp
$10,140,372
Prior Support
96%%
CEO Andy Nemeth received total compensation of approximately $10.1 million in fiscal 2025, which is consistent with a CEO at a ~$3.7 billion consumer-cyclical manufacturer and does not appear to exceed reasonable benchmarks for this size and sector. The pay structure is strongly performance-oriented — approximately 86% of the CEO's target pay is variable (at-risk), well above the 50-60% minimum threshold the policy requires, with short-term bonuses tied to net income achievement and long-term equity awards (80% of which are performance-contingent) tied to three-year cumulative EBITDA. Pay-for-performance alignment is clearly present: PATK's 3-year stock return of +166% dramatically outperforms the peer group median of +5.4%, meaning shareholders have been richly rewarded during the same period executives received above-baseline incentive compensation. A clawback policy was implemented in 2023 per Nasdaq/SEC requirements, and the prior year's advisory vote received 96% shareholder approval, signaling broad shareholder satisfaction with the compensation program.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
7 yrs
Audit Fees
$3,263,800
Non-Audit Fees
$1,900
Deloitte has served as PATK's auditor since June 2019 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $1,900 represent less than 0.1% of total audit fees of $3,263,800, an extremely low ratio that poses no independence risk. Deloitte is a Big 4 firm fully appropriate for a $3.7 billion market cap company, and no material restatements were disclosed.
Overall Assessment
The 2026 Patrick Industries annual meeting presents three standard proposals: election of nine directors, ratification of Deloitte as auditor, and an advisory vote on executive pay. All three proposals receive a FOR vote — PATK's exceptional 3-year total shareholder return of +166% (outperforming its peer group by over 160 percentage points) eliminates director TSR concerns across the full slate, Deloitte's tenure is short and its non-audit fees are negligible, and the executive compensation program is heavily performance-based and well-aligned with outstanding shareholder returns.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing