Generac (GNRC) Proxy Filing summary

Executive summary

• Achieved record 2024 financial results: $4.3B net sales (up 7%), $789M adjusted EBITDA (up 24%), and $741M cash flow from operations, driven by strong residential product sales and margin expansion.

• Strategic focus on energy resilience, efficiency, and sustainable solutions, with significant investments in production capacity, technology, and acquisitions to support future growth.

• Board and management emphasize pay-for-performance alignment, with most executive compensation tied to financial and strategic goals.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms: Aaron P. Jagdfeld, Andrew G. Lampereur, and Nam T. Nguyen.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory, non-binding vote on executive compensation (say-on-pay).

• Proxy access bylaw allows significant shareholders to nominate directors; deadlines and requirements for proposals and nominations detailed.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; diverse skills in finance, operations, technology, and sustainability.

• Board divided into three classes with staggered three-year terms; robust process for director nomination and evaluation.

• Three standing committees: Audit, Human Capital and Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• Combined Chairman/CEO role with independent Lead Director; regular executive sessions and strong committee oversight.

• All directors attended at least 75% of meetings in 2024.