DEAR FELLOW STOCKHOLDERS

You are cordially invited to attend the annual meeting of stockholders of PGT Innovations, Inc., (“PGTI” or “Company”) which will take place virtually at www.virtualshareholdermeeting.com/PGTI2023 on Tuesday, June 20, 2023 at 2:00 p.m. eastern time. Details of the business to be conducted at the annual meeting are given in the Notice of Annual Meeting of Stockholders and Proxy Statement

We achieved continued strong growth in 2022, reporting record sales despite many challenges across the U.S. economy, including the impacts of Hurricane Ian on our business operations. Our 2022 performance is a credit to the exceptional dedication of our approximately 5,500 team members, who have responded to these unprecedented times with unwavering perseverance, inspiring fortitude, and extraordinary resourcefulness. On a daily basis, this team goes above and beyond to serve our customers – both internal and external, to lead through challenges, and to support each other in our mission to thrive. We are continuously amazed by and grateful for the dedication our team has to living out the spirit and culture of PGTI.

Our Board of Directors and management team strive to deliver long-term value to our stockholders as evidenced by our compound average annual growth rate in net sales of 24%, and gross profit of 25% over the past 10 years. In 2022 we completed the acquisition of Martin Door Holdings, Inc., a leading custom manufacturer of premium overhead garage doors, which will allow us to expand into an adjacent building products category, add premium garage doors to our product portfolio, broaden our geographic footprint and brand presence, while creating cross selling opportunities for both companies. We also demonstrated our financial strength and our commitment to deploy our free cash flow by announcing a $250 million share repurchase plan through February 3, 2026.

Your vote is important to us, and we urge you to read this proxy statement as we ask for your voting support on the items described in the following pages. On behalf of the entire Board of Directors and executive management team, thank you for your continued investment in and support of PGT Innovations, Inc.

Sincerely,

Jeffrey T. Jackson President and Chief Executive Officer		Rodney Hershberger Chair of the Board

Notice of 2023 Annual

Meeting of Stockholders

HOW TO VOTE

Our Board of Directors has set April 24, 2023 as the record date for the 2023 annual meeting of stockholders (the “2023 Annual Meeting of Stockholders” or the “Annual Meeting”). This means that holders of record of our common stock at the close of business on that date are entitled to receive the notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

		At the Virtual Meeting

At the Annual Meeting at

www.virtualshareholdermeeting.com/PGTI2023

 

		Telephone

Instructions provided in the Notice of Internet Availability

		Mail

Please mail your completed proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

 

		Internet

Instructions provided in the Notice of Internet Availability

Notice

We are first distributing to our stockholders a notice of Internet availability (the “Notice of Internet Availability” or “Notice”) of the proxy materials (the “Proxy Materials”) on or about April 28, 2023. This Notice informs our stockholders how to access our Proxy Statement and our 2022 Annual Report on Form 10-K, and how to vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of the Proxy Materials. We also encourage you to read our 2022 Annual Report on Form 10-K available at www.proxydocs.com/PGTI.

Ryan S. Quinn

General Counsel & Corporate Secretary

Table of Contents

PGT Innovations 2023 Proxy Statement | Table of Contains        i

Table of Contains | PGT Innovations 2023 Proxy Statement        ii

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

We have first released this Proxy Statement to PGTI stockholders beginning on April 28, 2023.

2023 ANNUAL MEETING OF STOCKHOLDERS

Date and Time June 20, 2023 at 2:00 p.m. Eastern Time

Place www.virtualshareholdermeeting.com/PGTI2023

Record Date April 24, 2023

You are entitled to vote if you held PGTI stock on the record date. Holders of our common stock are entitled to one vote per share.

AGENDA

2022 Performance Highlights

Despite inflationary pressures on materials, labor cost, supply chain challenges, Hurricane Ian, and a slowing economy due to high interest rates, in 2022, we experienced increases in sales at both our Southeast and Western segments, as we realized pricing actions taken to offset cost inflation and made improvements to our operations resulting in increased capacity. Our sales grew to $1.49 billion in our 2022 fiscal year, an increase of $330 million, or 28.5%, compared to $1.16 billion in 2021.

Board Highlights

Our Board of Directors is committed to maintaining an effective team of directors, which includes a commitment to recruiting and retaining directors who provide a diverse set of skills and expertise. The Governance Committee considers the extent to which director nominees possess the requisite skills and expertise to enable us to respond most appropriately to our stockholders and customers.

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BOARD OVERVIEW

The following charts reflect the tenure, age and gender of the Board of Directors as of the date of this Proxy Statement:

EXPERIENCE AND EXPERTISE

The following chart reflects the experience and expertise of our Board of Directors. These are the skills and qualifications our Board of Directors considers important for our directors in light of our current business and structure.

CURRENT OR FORMER PUBLIC COMPANY CEO: 3 of 10

INDUSTRY EXPERIENCE & EXPERTISE: 6 of 10

M&A EXPERTISE: 6 of 10

FINANCIAL MATTERS: 6 of 10

OTHER PUBLIC COMPANY BOARD EXPERIENCE: 7 of 10

BOARD AND COMMITTEE MEMBERSHIPS

The following table provides summary information about each director nominee, including current committee memberships.

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Executive Compensation Highlights

We employ a number of practices that reflect our compensation philosophy and related approach to executive compensation.

Stockholder Value Delivered

COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN

AMONG PGT INNOVATIONS, INC., THE NYSE COMPOSITE INDEX, THE SPDR S&P

HOMEBUILDERS ETF AND THE S&P 500 BUILDING PRODUCTS INDEX

Returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns. This graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filings under the Securities Act or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

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Stockholder Engagement

At PGTI, we strive to engage with stockholders on a consistent basis so as to better understand their perspectives and concerns. We have held Analyst & Investor Days, conducted investor outreach programs and have direct communication channels between stockholders and the Board of Directors. We engage with our stockholders throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are: financial results, financial outlook, environmental, social and governance matters, corporate strategy and priorities, key initiatives across various business lines, our balance sheet and capital allocation philosophy. Stockholders may at any time communicate with any of our directors by emailing us at rquinn@pgtinnovations.com.

See the Stockholder Engagement Process discussion in the Corporate Governance section on page 12 of this Proxy Statement for more details about our stockholder engagement programs.

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Corporate Governance Practices

PGTI is committed to good corporate governance that aligns with stockholder interests. We maintain numerous policies and practices that demonstrate this commitment, including the following:

Board of Directors Responsibilities and Structure

ROLES

Our Board of Directors acts as an agent of PGTI’s stockholders by closely monitoring the performance of PGTI’s management. The Board of Directors primarily:

The Board’s Role in Strategy

BOARD ROLE IN RISK OVERSIGHT

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to enhance long-term organizational performance and stockholder value. A fundamental part of risk management is not only understanding the risks we face, how those risks may evolve over time, and what steps management is taking to manage and mitigate those risks, but also understanding what level of risk tolerance is appropriate for us.

Senior management is responsible for the day-to-day management of the risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board of Directors regularly reviews information regarding

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cybersecurity, operations, finance and business development as well as the risks associated with each. While our Board of Directors is ultimately responsible for risk oversight, committees of our Board of Directors also have been allocated responsibility for specific aspects of risk oversight. In particular, the Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, cybersecurity, risk assessment and risk management. Our Board of Directors and the Audit Committee regularly discuss with management the Company’s major risk exposures, their potential financial impact on the Company, and the steps taken to monitor and control those risks. The Compensation Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks arising from our compensation policies and programs. The Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks associated with board organization, membership and structure, ethics and compliance, succession planning for our directors and senior management, environmental and social matters, and corporate governance.

We believe the current leadership structure of the Board of Directors supports the risk oversight functions described above by providing independent leadership at each of the Audit Committee, Compensation Committee and Governance Committee levels with ultimate oversight by the full Board.

BOARD OVERSIGHT

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Board of Directors Leadership and Structure

Mr. Hershberger serves as Chair of our Board of Directors (“Chair”) and is the Company’s former Chief Executive Officer. Mr. Hershberger retired effective as of December 31, 2017. Mr. Jackson serves as both a director and the Company’s President and Chief Executive Officer. Our Board of Directors has not designated a lead independent director. Our Board of Directors believes that currently there are several important advantages for the Company having the position of Chair held by the retired, former Chief Executive Officer. Mr. Hershberger is especially familiar with the Company’s business and industry, and is capable of assisting the Board in evaluating strategic priorities and discussing execution of strategy. The Board of Directors periodically reviews such leadership structure.

Our independent directors bring experience, oversight and expertise from outside the Company and its industry, while Mr. Hershberger and Mr. Jackson bring Company-specific experience and expertise. Our Board of Directors believes that the role of Chair being held by our retired, former Chief Executive Officer facilitates information flow between management and our Board of Directors, which is essential for effective governance. Our Board of Directors also believes that having a director position filled by a member of the Company’s executive management, specifically the role of President and Chief Executive Officer, adds additional industry and Company-specific experience and expertise and further enhances our Board of Directors’ ability to obtain information and evaluate the effectiveness of the Company’s leadership and operating strategies, and allows Mr. Jackson to serve as a bridge between management and our Board of Directors.

Board of Directors Meetings

The Board of Directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time, as appropriate. The Board of Directors held nine meetings during our fiscal 2022.

ATTENDANCE AT BOARD OF DIRECTORS AND COMMITTEE MEETINGS

Pursuant to our Policy on Director Attendance at the Annual Meeting of Stockholders, which can be obtained without charge in the “Investor Relations” section of our Company website at www.pgtinnovations.com in the section titled “Corporate Governance,” all directors are strongly encouraged to attend each of our annual meetings of stockholders. Any director who is unable to attend an annual meeting of stockholders is expected to notify the Chair of our Board of Directors in advance of such meeting. Eight members of our Board of Directors participated in our 2022 annual meeting of stockholders.

For 2022, each of our directors attended 88% or more of the aggregate of all meetings of our Board of Directors and its committees on which he or she served.

Director Independence

Our common stock trades on the New York Stock Exchange (the “NYSE”) and, accordingly, we are subject to the NYSE Listed Company Manual (the “NYSE Rules”).

Our Corporate Governance Guidelines require that at least a majority of our Board of Directors be independent, consistent with the NYSE Rules. Our Board of Directors applies standards in affirmatively determining whether a director is “independent,” in compliance with the NYSE Rules and SEC rules and regulations. Our Board of Directors, in applying the above-referenced standards, has affirmatively determined that Messrs. Boza, Castaldi, Feintuch, Milgrim, Morgan, and Sherman, and Ms. Bargabos, and Ms. Powell Hawes are “independent” directors. As part of our Board of Directors’ process in making such determination, it also determined that each such director has no other “material relationship” with the Company that could interfere with his or her ability to exercise independent judgment.

Our Board of Directors includes one management director, Mr. Jackson, who serves as both a director and the Company’s President and Chief Executive Officer. Our Board of Directors has determined that Mr. Jackson is not independent under the NYSE Rules and SEC rules and regulations. In addition, our Board of Directors has determined that Mr. Hershberger, who served as the Company’s Chief Executive Officer until his retirement, effective December 31, 2017, and who continued to serve as a paid consultant to the Company until the end of 2020, is not independent under such rules.

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As part of its annual evaluation of director independence, our Board of Directors examined, among other things, whether any transactions or relationships exist currently (or existed during the past three years) between each director and the Company, its subsidiaries, affiliates, equity investors, or independent auditors and the nature of those relationships under the NYSE Rules and SEC rules and regulations. No transactions, relationships or arrangements, other than those described under “Certain Relationships and Related Transactions” were presented to, or considered by, our Board of Directors. Our Board of Directors also examined whether there are (or have been within the past year) any transactions or relationships between each director and any executive officer of the Company or its affiliates. As a result of this evaluation, our Board of Directors has affirmatively determined that each independent director named above is independent under those criteria. Independent directors meet in regularly scheduled executive sessions outside the presence of other directors and management representatives. Interested parties, including stockholders, may communicate with the Chair of our Board of Directors or the independent directors as a group by sending a communication, addressed to PGT Innovations, Inc., 1070 Technology Drive, North Venice, Florida 34275, Attention: General Counsel and Corporate Secretary.

Executive Sessions of Non-Management Directors

In accordance with the NYSE Rules, our Board of Directors typically holds an executive session of non-management and independent directors as a part of every regularly scheduled meeting of our Board of Directors. These executive sessions are chaired by a member of our independent directors. At the beginning of such executive sessions, at least a majority of the independent directors determine who should preside over the executive session.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Upon the advice and recommendation of our Governance Committee and in accordance with the NYSE Rules, our Board of Directors has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines address an array of governance issues and principles, including director qualifications and responsibilities, annual performance evaluations of our Board of Directors and meetings of independent directors.

Under our Plurality Plus voting standard for uncontested director elections, any director nominee who receives a greater number of “WITHHOLD” votes than “FOR” votes in an uncontested election is required to tender his or her resignation promptly after certification of the election results for consideration by the Governance Committee of the Board of Directors. Broker non-votes, if any, are not counted as either a “WITHHOLD” or a “FOR” vote for these purposes. The Governance Committee will consider the resignation offer, considering all facts and circumstances it deems relevant, and recommend to the Board of Directors whether to accept or reject the resignation offer, or whether other action should be taken. The Board of Directors will consider the recommendation of the Governance Committee and will determine whether to accept the resignation offer within ninety days of certification of the election results. Full details of this policy are set forth in our Corporate Governance Guidelines, which are available in the “Investor Relations” section of our Company website at www.pgtinnovations.com in the section titled “Corporate Governance.”

We maintain a Code of Business Conduct and Ethics (“Code of Ethics”) applicable to all directors, officers and employees that complies with the NYSE Rules, as well as a Policy on Insider Trading. Our employees are also subject to additional specific policies, guidelines and Company rules governing certain types of conduct or situations. On an annual basis, each director and officer of the Company is required to provide an acknowledgment that he or she has received and reviewed our Code of Ethics and to disclose any related person transactions. In addition, all employees of the Company (including all officers) are required to undergo an annual ethics training program.

Violations of our Code of Ethics by senior officers must be reported to the Audit Committee. A copy of the Code of Ethics can be obtained without charge in the “Investor Relations” section of our Company website at www.pgtinnovations.com in the section titled “Corporate Governance,” or by written request, addressed to PGT Innovations, Inc., 1070 Technology Drive, North Venice, Florida 34275, Attention: General Counsel and Corporate Secretary. There have been no waivers of the Code of Ethics, and we are not aware of any material violations of the Code of Ethics. Any such waivers or amendments of the Code of Ethics are expected to be posted on the Company’s website within four business days.

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Our employees are encouraged to anonymously report any suspected violations of laws, regulations, or the Code of Ethics and/ or any suspected unethical business practices via our continuously monitored hotline.

Assessment of Director Candidates and Required Qualifications

Our Governance Committee is responsible for considering and recommending to our Board of Directors nominees for election as director at our annual meeting of stockholders and nominees to fill any vacancy on our Board of Directors. Our Board of Directors, after taking account of the assessment provided by our Governance Committee, is responsible for considering and recommending to our stockholders, nominees for election as director at our annual meeting of stockholders. In accordance with our Corporate Governance Guidelines, both our Governance Committee and our Board of Directors, in evaluating director candidates, consider the experience, talents, skills and other characteristics of each candidate and our Board of Directors as a whole, in assessing potential nominees to serve as director.

Our Board of Directors believes that the minimum qualifications for serving as a director of the Company are that a nominee have high moral character and personal integrity, a record and reputation for honest, ethical conduct, demonstrated accomplishment in his or her field, the ability to devote sufficient time to carry out the duties of a director, and be at least 21 years of age. Also, a nominee should demonstrate the ability and judgment to work effectively with other members of our Board of Directors to serve the long-term interests of the Company’s stockholders. In addition to these minimum qualifications, our Governance Committee and our Board of Directors may consider all other information relevant in their business judgment to the decision of whether to nominate a candidate for a director seat considering the then-current composition of our Board of Directors.

These factors may include a candidate’s experience, judgment and skills, such as an understanding of: (i) the building products industry and markets; (ii) public company management; (iii) manufacturing and distribution; (iv) industry-relevant technologies; (v) executive compensation and human resources matters; and (vi) accounting and financial management, and/or information technology expertise. In addition, diversity of race, ethnicity, gender and age are factors our Board of Directors may consider in evaluating candidates for membership to our Board of Directors.

Our Governance Committee will identify potential nominees by asking current directors and executive officers to notify the Board if they become aware of persons meeting the criterion described above or by engaging a firm or firms that specialize in identifying director candidates. The Governance Committee also will consider candidates recommended by stockholders as described below.

Stockholder Recommendations and Nominations for Election to the Board

Our Governance Committee will consider nominees recommended by stockholders. Stockholder recommendations can be submitted in writing to our Corporate Secretary at rquinn@pgtinnovations.com. Stockholder recommendations are evaluated under the same standards as other candidates recommended from other sources for membership to our Board of Directors described above in “Assessment of Director Candidates and Required Qualifications.” Any stockholder wishing to nominate a candidate for director at the next annual meeting of stockholders must submit a proposal as described under “Information About the Meeting, Voting and Proxies – Stockholder Proposals and Nominations for the 2024 Annual Meeting of Stockholders” and otherwise comply with the advance notice provisions and information requirements contained in our By-Laws. The stockholder nomination submission should be sent to our Corporate Secretary at 1070 Technology Drive, North Venice, Florida 34275.

Board Evaluation Process

Annually, our Board members complete an assessment of Board performance. This assessment typically includes an evaluation of topics covered by the Board during the year, Board culture and structure, Board processes, and information received by the Board during the past year. The Governance Committee oversees this process.

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Board Committees and Charters

The Board has delegated certain responsibilities and authority to its four standing committees, as described below. Committees report regularly to the full Board on their activities and actions.

The Board currently has a standing Audit Committee, Compensation Committee, Governance Committee, and Finance and Transaction Committee. The Finance and Transaction Committee was established in February 2022. Each committee has a charter that it reviews annually, making recommendations to our Board of Directors for any charter revisions that might be needed to reflect evolving best practices. The members of each of the Audit Committee, Compensation Committee, and Governance Committee are independent and appointed by the Board based on recommendations of the Governance Committee. These committees have the opportunity to meet in closed session, without management present, during each committee meeting.

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Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of independent, non-employee directors only. Messrs. Boza, Castaldi, and Sherman served as members of our Compensation Committee in fiscal 2022. No interlocking relationship existed during 2022 between our executive officers, members of our Board of Directors or members of our Compensation Committee, and the executive officers, members of the board of directors or members of the compensation committee of the board of directors of any other company.

Stockholder Engagement Process

At PGTI, we strive to engage with stockholders on a consistent basis so as to better understand their perspectives and concerns. We hold investor days, investor outreach programs and have direct communication channels between stockholders and the Board. Our Annual Meeting also provides an opportunity for further stockholder engagement. Stockholder feedback is shared with the Board and referenced during Board discussions. Where appropriate, we aim to incorporate feedback and information obtained through our stockholder engagement process into our decision-making.

INVESTOR OUTREACH

We engage with our stockholders and other prospective investors throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are:

We will continue to engage with our stockholders on a regular basis in order to understand their perspectives and incorporate their feedback, as appropriate, on our performance, business strategies, executive compensation programs, environmental and social matters, and corporate governance practices.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders may, at any time, communicate with any of our directors by emailing rquinn@pgtinnovations.com. The subject line should read “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such emails must identify the sender as a stockholder, provide evidence of the sender’s stock ownership, and clearly state whether the intended recipients are all members of our Board of Directors or a particular director or directors.

All communications received in accordance with these procedures will be reviewed by the Corporate Secretary and forwarded to the appropriate director or directors unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient. Examples of stockholder communications that would be considered improper for submission include communications that:

The inclusion of any website address in this Proxy Statement does not incorporate by reference the information on or accessible through the website into this Proxy Statement.

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Environmental, Social and Governance Approach

Environmental, social and governance (“ESG”) considerations continue to evolve and influence how we conduct our business. We believe that environmental and social responsibility, the safety of our employees, and strong, ethical governance practices drive stockholder value and benefit our company as a whole. We intend to continue making efforts to improve ESG performance and conduct our business in a manner that contributes to positive economic, social and environmental outcomes for our customers, stockholders, employees and the communities in which we operate.

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ENVIRONMENTAL ACCOUNTABILITY

Environmental Responsibility

Our Board of Directors and management team recognize that environmental responsibility by public companies is of increasing importance to investors and believe that being a responsible corporate citizen in this area helps drive shareholder value. We are committed to making a positive impact on the environment, including in the communities where our customers and employees live and work. We have undertaken steps to proactively and positively impact the environment, including programs to reduce waste and encourage recycling, reduce energy consumption, and improve the fuel efficiency of our vehicle fleet.

Environmental Sustainability

We continue to focus on managing stormwater runoff and preventing stormwater pollution at our Venice, Florida location. These efforts included routine visual inspections of the grounds surrounding the production facilities and production operations that could conceivably contribute to stormwater pollution, quarterly monitoring of the stormwater runoff generated for signs of pollution, and proactively maintaining the stormwater control structures on the facility grounds. Additionally, we continue to research zero-landfill disposal options for the manufacturing waste generated at our production facilities that is not currently recycled.

Energy and Fuel Management

We expect to continue our efforts to improve the energy efficiency of our operations because we believe it is good for our business and for the environment.

As part of our effort to reduce our carbon footprint, we have focused on making our fleet of delivery vehicles more fuel efficient. For example, almost all of our existing fleet of tractor-trucks, and all new trucks we purchase, utilize the injection of an aqueous urea solution diesel exhaust fluid, as an element of a selective catalytic reduction process, to help convert nitrogen oxide emissions into nitrogen gas and water vapor before being released into the environment, to reduce the amount of air pollution created. In addition, we have installed regulators or similar control mechanisms on our fleet of tractor-trucks that do not allow them to exceed a speed of sixty miles per hour, which further conserves fuel and reduces the amount of emissions they generate. We also have systems in place to monitor and correct any excessive acceleration, stopping-and-starting, or other driver behavior that decreases fuel efficiency.

How Our Products Promote Energy Efficiency

We believe our products, which have some of the best energy efficiency ratings in North America, promote energy conservation and efficiency, and thus, help decrease greenhouse gas emissions and global warming. For example, our new, energy-efficient windows and doors are often used to replace older, less energy-efficient windows and doors. In addition, because our products last much longer than wooden windows and doors, the use of our products helps conserve trees, reducing the number that must be cut and processed each year for use in windows and doors.

OUR PEOPLE

Employee Safety

The safety of our team members is our top priority, and we have taken significant steps in recent years to drive improvements in this area. We believe recent improvements in worker safety are due to the workplace safety initiatives we have taken, including: adopting a new incident management system that records workplace injuries and near misses, and ensures that investigations with targeted corrective and preventative actions are conducted to address and mitigate the root causes of any incident; implementing ergonomics-related safety improvements; training team members to identify and quickly address potentially unsafe activities and practices; developing an incident sharing practice, which allows all of our locations to learn from the incidents and injuries that occur at other locations so they can proactively implement measures to mitigate the risk that a similar incident or injury will occur at their location; partnering with vendors to obtain high quality personal protective equipment and related training; developing a system of in-house trainers to ensure that critical safety topics are conducted in a timely manner; and providing onsite physical therapy and fitness centers to our employees at our Venice, Florida site and other facilities.

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Labor Practices and Human Rights

All of our employees earn more than the federal minimum wage and we believe our hourly wages are competitive with the local communities in which our facilities operate. We strive to help our employees maintain job stability, so they are encouraged to stay with the Company and positioned to grow their skills and knowledge on the job. In an effort to reduce employee turnover, we engage in annual surveys with employees, we maintain an open-door policy that enables us to help identify any issues before they cause an employee to leave the Company, and we review exit interview data, hotline calls and root cause analysis to help deter turnover. We also assign dedicated Company human resources representatives to each department so that we can better monitor employee morale within each department.

PGTI respects the rights of workers of other companies who provide products and services to PGTI. We communicate our expectations to suppliers on compliance with applicable federal, state and local laws, including with respect to compensation and safety, through the terms of our written agreements and policies with our suppliers.

Workforce Diversity and Inclusion and Human Capital Management

We believe in being an inclusive workplace for all of our employees and are committed to having a diverse workforce that is representative of the communities in which we operate and sell our products. A variety of perspectives enriches our culture, leads to innovative solutions for our business, enables us to better meet the needs of a diverse customer base, and reflects the communities we serve. Our aim is to develop inclusive leaders and an inclusive culture, while also recruiting, developing, mentoring, training, and retaining a diverse workforce, including a diverse group of management-level employees. For example, we currently have female executives in several of our senior leadership roles, including the positions of Vice President of Marketing, Senior Vice President of Human Resources, Chief Customer Officer, and President of our NewSouth business. Our diversity and inclusion initiatives include: our Leading Ladies program, a program designed to identify, develop and mentor female employees who have demonstrated potential for serving as leaders within our organization; annual diversity & inclusion training; and Dale Carnegie, a program that helps our managers understand how to appreciate, respect and value individual differences and behaviors.

We believe in offering career opportunities, resources, programs and tools to help employees grow and develop, as well as competitive wages and benefits to retain them. Our efforts in these areas include: offering platforms, including on-line and in-person professional growth and development training, to help employees develop their skills and grow their careers at the Company; providing employees with recurring training on critical issues such as safety and security, compliance, ethics and integrity and information security; offering a tuition reimbursement program for courses related to current or future roles at the Company; providing scholarship dollars to the children of eligible employees who are pursuing secondary education in a trade school or college; offering health benefits for all eligible employees, including our eligible hourly employees; providing confidential counseling for employees through our employee assistance program; providing paid time off to eligible employees; matching employees’ 401(k) plan contributions of up to 3% of eligible pay after one year of service; offering an employee stock purchase program for eligible employees; providing a Company-subsidized childcare center for the employees of our Venice, Florida facility; and offering employees an hourly incentive program that monetarily rewards employees for improving operational efficiency and productivity along with quality and material utilization.

In our efforts to have all of our employees comply with all applicable employment-related laws, we provide non-discrimination and anti-harassment training as part of the Company’s mandatory compliance training, including for the hourly employees in our call centers, fulfillment centers and stores.

OUR COMMUNITIES

Our work is more than producing exceptional building products. A constant is putting our families and communities first. That means contributing where we live and work. Our corporate giving and volunteering efforts focus on local agencies and nonprofits as well as, volunteering or charitable giving to support communities in need after a natural disaster. Examples of our work in the communities where we operate include the following:

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GOVERNANCE

We are committed to good corporate governance that aligns with stockholder interests. We maintain numerous policies and practices that demonstrate this commitment as described in more detail in our “Corporate Governance” section above. In addition to those policies and practices described above our Board has adopted a “Plurality Plus” voting standard for uncontested director elections. In addition, our Board of Directors implemented:

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There are currently ten members of our Board of Directors. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, our Board of Directors is “classified,” which means it is divided into three classes of directors based on the expiration of their terms. Under this arrangement, directors are elected to terms that expire on the annual meeting date three years following the annual meeting at which they were elected, and the terms are “staggered.”

Our Board of Directors has nominated Mr. Feintuch, Mr. Jackson, Mr. Milgrim, and Ms. Powell Hawes to be elected during the Annual Meeting to serve again as Class II directors until our 2026 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified.

Each director nominee has consented to continue to serve as a director if elected during the Annual Meeting. Should a nominee become unavailable to accept election as a director, the persons named in the enclosed proxy will vote the shares of our common stock that such proxy represents for the election of such other person as our Board of Directors may nominate or the Board of Directors may reduce its size. We have no reason to believe that any of the nominees will be unable to serve.

Set forth below is certain information concerning each nominee for election as a director during the Annual Meeting and each director whose current term of office will continue after the Annual Meeting. Each of our directors brings to our Board of Directors a wealth of varied experience derived from service as executives, financial experts, subject experts and/or industry leaders.

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CLASS II – DIRECTORS WITH TERMS EXPIRING IN 2023

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Continuing Directors

CLASS III - DIRECTORS WITH TERMS EXPIRING IN 2024

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CLASS I - DIRECTORS WITH TERMS EXPIRING IN 2025

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ELECTION MECHANICS

Plurality Plus. Director nominees are elected by a plurality of the votes cast, and the director nominees who receive the greatest number of votes during the Annual Meeting (up to the number of directors to be elected) will be elected. However, the Company’s Corporate Governance Guidelines provide for a “Plurality Plus” voting standard with respect to the election of directors. Any director nominee who receives a greater number of “WITHHOLD” votes than “FOR” votes in an uncontested election, such as this election, is required to promptly submit an offer of resignation for consideration by the Governance Committee of the Board of Directors. The Governance Committee will consider the resignation offer, considering all facts and circumstances it deems relevant, and recommend to the Board of Directors whether to accept or reject the resignation offer, or whether other action should be taken. The Board of Directors will consider the recommendation of the Governance Committee and will determine whether to accept the resignation offer within ninety days of certification of the election results. Shares of our common stock represented by a validly executed proxy will be voted, if authority to do so is not withheld, for the election of director nominees named in Proposal 1. Only votes “FOR” are counted in determining whether a plurality has been cast in favor of a director nominee. “WITHHOLD” votes have no effect. Broker non-votes are not counted as a “WITHHOLD” or a “FOR” vote for these purposes.

Director Compensation

OVERVIEW OF OUR COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS

Our director compensation program is designed to attract and retain top director talent and align the interests of our directors with the interests of our stockholders. Our Compensation Committee is responsible for reviewing and making recommendations to the Board with respect to the compensation of our directors, including any equity-based compensation. Directors who are our employees do not receive compensation for their services on the Board.

Our Compensation Committee’s review of our director compensation programs is supported by information provided by the independent compensation consultant to the Compensation Committee, Aon Rewards Solutions.

Non-Employee Director Compensation Elements for 2022

Annual compensation for the non-management members of our Board of Directors typically is established each year. In 2022, all non-management directors received the following annual compensation:

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Director Compensation for 2022

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In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking stockholders to vote, on an advisory basis, to approve the executive compensation as reported in this Proxy Statement. This proposal is advisory in nature and, therefore, is not binding upon our Board of Directors or our Compensation Committee. However, the Compensation Committee will, as it has done in the past, carefully evaluate the outcome of the vote when considering future executive compensation decisions.

We believe that our compensation components provide a reasonable balance of base compensation, cash incentive compensation, long-term equity-based incentive compensation, and other benefits and perquisites that is closely aligned with each executive officer’s individual performance and the Company’s overall performance. The Company aims to provide executive officers with a reasonable level of security through base salary and benefits, while rewarding them through cash and equity-based incentive compensation to achieve business objectives and create stockholder value. We believe that each of our compensation components is integral to attracting, retaining and rewarding qualified NEOs, and fostering operating performance.

Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation policies and procedures implement our compensation philosophy, and which contains tables and a narrative discussion about specific compensation of our NEOs. The Compensation Committee and the Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

We value the feedback provided by our stockholders and seek their input as part of our regular stockholder outreach efforts. At the 2022 annual meeting of stockholders, approximately 92% of votes cast supported our executive compensation program. We would like to sustain the stockholder support for our executive compensation program and will continue to engage in regular discussions with our stockholders regarding their views on executive compensation matters. We will continue to consider stockholder feedback, input from our independent compensation consultant and the outcomes of future “say-on-pay” votes when assessing our executive compensation programs and policies, and when making compensation decisions for our NEOs. The stockholder vote to approve, on an advisory basis, a Say-on-Pay proposal currently occurs annually, and the next such vote will occur at the 2024 annual meeting of stockholders.

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Set forth below is the “Compensation Discussion and Analysis,” which is a discussion of our executive compensation program written from the perspective of how we view and administer such program.

Given our role in providing guidance on executive compensation program design, administering the program and making specific compensation decisions for our executive officers, we participated in the preparation of the “Compensation Discussion and Analysis” and reviewed and discussed its contents with management. Based on the review and discussions, we unanimously recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement, which is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, each as filed with the SEC.

The foregoing report was submitted by the Compensation Committee of the Board and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Submitted by the Compensation Committee

Alexander R. Castaldi (Chair)

Xavier F. Boza

Floyd F. Sherman

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Introduction

The purpose of this section is to provide information about the compensation objectives and policies for our named executive officers (the “NEOs”) and to explain how the Compensation Committee of our Board of Directors made its compensation decisions for 2022.

Our NEOs for 2022 were:

		Jeffrey T. Jackson, President and Chief Executive Officer				Eric Kowalewski, President of Operations, Southeast Region(4)
		Mike Wothe, Executive Vice President of Operations(2)				Brad West, Senior Vice President, Corporate Development and Treasurer(1)
		Robert Keller, Senior Vice President of Research & Development, Product Innovation and Technology(3)

Also included in this Proxy as an NEO for 2022 is John Kunz, who served as Senior Vice President, Chief Financial Officer until close of business February 27, 2023.

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Information Concerning Named Executive Officers

Jeffrey T. Jackson, President and Chief Executive Officer. Mr. Jackson, 57, has served as the Company’s President and Chief Executive Officer since his appointment to that role effective January 1, 2018. He joined PGT Innovations in November 2005 as Vice President and Chief Financial Officer. In 2006, Mr. Jackson helped lead the Company’s IPO, and was later named Executive Vice President. In 2014, Mr. Jackson became President and Chief Operating Officer with responsibilities overseeing the Company’s strategic direction, as well as all aspects of operations. In 2016, Mr. Jackson was appointed to the Board of Directors. Prior to joining PGT Innovations, Mr. Jackson held various executive management roles. In 2004, he joined The Hershey Company as Vice President and Corporate Controller. Prior to Hershey, Mr. Jackson served in positions of increasing responsibility with Schwan’s Bakery, including Senior Vice President - General Manager of Emerging Channels, and Senior Vice President and CFO. In addition, Mr. Jackson worked for Flowers Foods, Inc., The Coca-Cola Company, and KPMG. Mr. Jackson earned a Bachelor of Business Administration from the University of West Georgia and is a Certified Public Accountant in the State of Georgia. Mr. Jackson serves on the Board of Directors for Smith Douglas Homes, a private home builder based in Atlanta, Georgia. Mr. Jackson also serves as Chair for the Sarasota Manatee Airport Authority, which oversees the Sarasota Bradenton International Airport.

Mike Wothe, Executive Vice President of Operations. Mr. Wothe, 59, joined the Company in December 2019 as President of the Western Division and Senior Vice President of PGT Innovations, Inc. Mr. Wothe currently serves as Executive Vice President of Operations where he oversees the operations functions of all of the Company’s brands. As President of the Western Division, Mr. Wothe was responsible for all aspects of the Western Division’s business, including strategy, sales and marketing, operations, and results of operations. Mr. Wothe brings decades of operations and industry experience, as well as a strong understanding of customer relations. Prior to joining the Company, Mr. Wothe was President at Cardinal LG Company, a leader in residential glass for windows and doors in the United States. Mr. Wothe holds a Bachelor of Science in chemical engineering from the University of Washington.

Robert A. Keller, Senior Vice President of Research to Development, Product Innovation and Technology. Mr. Keller, 51, serves as Senior Vice President of Research & Development, Product Innovation and Technology where he oversees the Company’s research and development, and product innovation functions. Prior to his current role, Mr. Keller served as the Company’s Senior Vice President, Customer Strategy and Innovation, Southeast Division beginning in September 2021. In this role, Mr. Keller was responsible for managing the overall sales, marketing, customer care, and field service functions, with respect to all of the Company’s Southeast Division product lines. Mr. Keller has also served as President, Southeast Business Unit beginning on January 1, 2019, Senior Vice President, Operations from January 1, 2018 until December 31, 2018, and as Vice President and General Manager of PGT Custom Windows and Doors beginning in May 2016. Mr. Keller has more than two decades of experience in the building products industry, including serving as Vice President of Global Operations for Moen, a manufacturer of faucets, fixtures and other accessories for bathrooms, starting in 2015. Prior to that, he held several positions of increasing responsibility with Therma-Tru Doors, from 2002 through 2014, including Vice President of Manufacturing and Senior Vice President of Operations. Mr. Keller earned a Bachelor of Science in Mechanical Engineering from the Ohio State University and a Master of Business Administration from Regis University.

Eric Kowalewski, President of Operations, Southeast Region. Mr. Kowalewski, 52, serves as President of Operations, Southeast Division where he oversees the operations function for all of the product lines in the Company’s Southeast Division, including NewSouth. Mr. Kowalewski joined the Company in 2021 as Executive Vice President of Florida Operations. Mr. Kowalewski brings more than 20 years of operations experience in an executive role. Prior to joining the Company, Mr. Kowalewski served as Senior Vice President of Operations for Cornerstone Building Brands Residential Group from 2018 to 2021, and as Vice President Supply Chain, Building Products Division for Westlake Chemical, Vinyl Products Group from 2016 to 2018. Mr. Kowalewski received a Master of Business Administration from Baldwin-Wallace University and a Bachelor of Science in chemical engineering from Ohio University.

Brad West, Senior Vice President of Corporate Development and Treasurer. Mr. West, 53, served as the Company’s Interim Chief Financial Officer from February 8, 2021 until January 17, 2022. Effective on April 8, 2019, Mr. West was appointed to Senior Vice President of Corporate Development and Treasurer for the Company. Prior to that role, Mr. West was appointed as Chief Financial Officer in 2014 and Senior Vice President in 2015. Prior to this, Mr. West served as the Company’s Vice

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President and Controller. Mr. West joined the Company in 2006 serving as Director of Financial Planning and Analysis, Director of Accounting and Finance, and Vice President and Controller through 2014. In his role as Chief Financial Officer, Mr. West was responsible for the Company’s Accounting and Finance Departments, as well as its Investor Relations, Treasury, and Risk Management functions. Mr. West has over 26 years of management experience in manufacturing organizations, earned a Bachelor of Business Administration degree from the University of Michigan, and is a Certified Public Accountant in Georgia.

John Kunz, Senior Vice President and Chief Financial Officer. Mr. Kunz, 58, joined the Company as Senior Vice President and Chief Financial Officer on January 17, 2022 and served in that position until close of business February 27, 2023. Prior to joining the Company, Mr. Kunz served as Senior Vice President and Chief Financial Officer at U.S. Concrete, Inc., and from 2004 to 2017 he held several Vice President roles with Temeco Inc. Mr. Kunz’s service with the Company terminated effective close of business on February 27, 2023.

Compensation Philosophy and Objectives

Our goal in establishing the executive compensation structure is to attract, retain and reward key leaders who drive both near- term and long-term value for our stockholders. Our compensation structure is designed to reward leadership skills, operating performance and financial accomplishments. We also believe that successful compensation programs for executive officers and other key employees, including the NEOs, must further the following primary objectives, which are to:

All compensation policies and decisions are designed to reward employees, including the NEOs, who demonstrate the capacity to make significant contributions to our operational, financial and competitive performance, thereby furthering the first primary objective referred to above. Key factors that may increase or decrease compensation include:

At our 2022 annual meeting of stockholders, approximately 92% of the votes were cast in favor of the advisory resolution on our executive compensation. We believe that vote outcome indicates stockholder confidence in our compensation programs. At the Annual Meeting, we are again holding a non-binding, advisory vote on executive compensation. The Compensation Committee will consider the results of the advisory votes on executive compensation when making future decisions regarding the structure and implementation of our executive compensation program.

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Roles and Responsibilities of Compensation Committee, Compensation Consultants and Management in Compensation Determinations

Compensation Committee - The Compensation Committee’s primary responsibilities include: (1) establishing, in consultation with our President and Chief Executive Officer, our general compensation and incentive philosophy; (2) establishing, reviewing and approving, or recommending to the Board of Directors for approval, each executive officer’s annual compensation, and evaluating each executive officer’s performance in light of the goals and objectives of the Company’s executive compensation plans; (3) evaluating the appropriate level of compensation for board and committee service by non-employee members of our Board of Directors; (4) reviewing incentive compensation programs to ensure unnecessary risk is not encouraged; and (5) overseeing the annual cash incentive plan, the long-term equity incentive plan, and any other equity-based awards.

Management - In collaboration with the Compensation Committee and considering information provided by the compensation consultant, our Chief Executive Officer coordinates the review of the compensation programs for senior management, including the NEOs. Such review includes an evaluation of individual and Company performance, competitive practices and trends, and various compensation issues. Based on the outcomes of this review, our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of each of the NEOs, other than the Chief Executive Officer.

Compensation Consultant - Under its charter, the Compensation Committee has the authority to retain independent compensation consultants to assist it in fulfilling its responsibilities. During fiscal 2022, the Compensation Committee engaged Aon Rewards Solutions as its independent compensation consultant. The executive compensation consulting services provided by Aon included:

During fiscal 2022, Aon reported directly to our Compensation Committee and performed the services described above on behalf of the Compensation Committee while interacting with our management in the course of performing those services. The Compensation Committee has assessed the independence of Aon pursuant to NYSE and SEC rules and the Committee’s charter, and concluded that Aon is independent and that no conflict of interest exists that would prevent Aon from independently representing the Compensation Committee.

Use of Peer Group Data

Compensation to our NEOs is intended to be competitive with that of similar companies. As part of our assessment, we look to the compensation paid to individuals with similar responsibilities at peer companies. Because peer selection is somewhat difficult due to the lack of publicly-traded companies with which we compete and the lack of available data for privately-held competitors, we also consider compensation levels within our relevant labor market to ensure that our compensation arrangements are in line with companies of our size. In addition, the Compensation Committee may consider the nature and amount of compensation paid to executives at other building products companies, including companies larger than the Company, where the Compensation Committee believes the Company competes with those other companies for executive talent.

Based on our assessment, we believe our 2022 total direct annual compensation to senior management (including our NEOs), comprised of total cash compensation and the annualized expected value of long-term incentive awards is generally at or below the median level of total direct compensation for our peer group.

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However, for purposes of determining appropriate levels of certain aspects of executive compensation for our NEOs, we have also compared base salaries, annual bonus targets and longer-term incentive targets against the median levels of such compensation elements at a selected peer group of similarly situated companies. Our Compensation Committee approved an updated peer group in 2022, with the assistance of its independent compensation consultant, taking into consideration factors such as industry, revenue size, competition for talent, investor comparisons and market capitalization. Following are the companies included in our peer group used for evaluating our 2022 executive compensation program:

Compensation Governance

We believe our compensation programs have a balanced approach and properly reflect our views that our compensation programs should align executive officers’ interests with those of the Company’s stockholders, through designs that emphasize pay-for-performance, while also attracting and retaining talented executive management. We maintain the following compensation practices that reflect this compensation philosophy:

Prohibition Against Hedging and Pledging

Our executive officers and directors are subject to company-wide policies that prohibit the following transactions: trading in futures and derivative securities and engaging in hedging activities relating to our securities, including exchange traded options, puts, calls, collars, forward sale contracts, equity swaps, exchange funds, or other arrangements or instruments designed to hedge or offset decreases in the market value of our securities; holding our securities in margin accounts; pledging our securities as collateral for loans; and engaging in short sales of our securities.

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Compensation Elements We Used in 2022

The following items summarize the essential elements used as compensation tools to reward and retain our NEOs during fiscal 2022:

The following table shows the mix of compensation at target levels for 2022 for our NEOs:

Annual Base Salary

Our Compensation Committee sets the annual base salary and annual cash bonus of our Chief Executive Officer. In determining his annual compensation, our Compensation Committee considers the highly competitive industry in which we operate and the unique experience he brings to the position as well as his contributions to our long-term performance.

For our other NEOs, our Chief Executive Officer provides our Compensation Committee with recommendations regarding compensation. Our Compensation Committee reviews such recommendations and approves annual compensation for NEOs, consisting of annual base salary, annual cash bonus and annual equity grant (discussed below). Our Compensation Committee may request additional information and analysis and ultimately determines in its discretion, based on its own analysis and judgment and the recommendations of our Chief Executive Officer, whether to approve any recommended changes in compensation for our other NEOs.

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Our goal is to pay each NEO a base salary sufficient to remain competitive in the market. The annualized base salaries for each of our NEOs as of January 1, 2022 (the last day of our 2021 fiscal year), which is referred to as the “2021 Annual Base Salary Rate” in the table set forth below, and December 31, 2022 (the last day of our 2022 fiscal year), which is referred to as the “2022 Annual Base Salary Rate” in the table set forth below are as follows:

All NEOs’ base salaries for 2022 were approved by the Compensation Committee and, upon the recommendation of the Compensation Committee, by the independent members of our Board of Directors.

Annual Cash Incentive Plan

2022 ANNUAL CASH INCENTIVE PLAN

In order to provide incentives for future annual performance, we believe that a substantial portion of each NEO’s total potential compensation should be in the form of an annual cash bonus, the amount of which should be based upon both individual and Company performance. Accordingly, our policy is to allocate an amount equal to a target range of 60% to 100% of a NEO’s annual base salary to performance-based cash bonus awards. The target percentage of each NEO’s annual base salary is determined by considering, for example, the level and nature of responsibilities given to that NEO and the NEO’s job performance in the prior year, as well as the total annual cash compensation, including cash incentives, paid to individuals with similar responsibilities at peer companies.

Upon the recommendation of the Compensation Committee, the independent members of our Board of Directors established annual cash bonus targets as a percentage of salary under the 2022 Annual Incentive Plan (“2022 AIP”) for each NEO. As a percentage of annual base salary, these targets were 100.0% for Mr. Jackson, 65.0% for Mr. Wothe, 60.0% for Mr. Keller, 65.0% for Mr. Kowalewski, 60.0% for Mr. West, and 75.0% for Mr. Kunz. The financial performance component of the 2022 AIP for each NEO was either the achievement of a specified amount of EBITDA in 2022 for the Company, or a weighted-average of 25% of a specified amount of EBITDA in 2022 for the Company, and 75% of a specified amount of EBITDA in 2022 for one or more of the Company’s business units or brands. In addition, the Compensation Committee reserved the discretion to increase or decrease, subject to the approval of the independent members of our Board of Directors, the amount of payments ultimately made to the NEOs under the 2022 AIP, if the Compensation Committee believed such an adjustment was appropriate in order to incentivize individual achievement by NEOs, or to pay competitive compensation for the purpose of retaining key personnel, even if the Company’s business units’ or brands’ EBITDA results did not meet expectations, including, for example, where the financial results were impacted by weather, economic, market or other events or trends beyond the NEOs’ control. For example, in 2022, EBITDA of the Company, and its Southeast business unit and brands were impacted by Hurricane Ian in September 2022, and the previously-disclosed ransomware attack the Company was a target of during the fourth quarter of 2022. This discretion is intended to provide the Compensation Committee with a mechanism to address retention objectives and to reward individual achievement. The discretionary aspect of the 2022 AIP is not expressed as a formal component of the 2022 AIP with a specified target percentage, but the discretionary aspect of the 2022 AIP remained subject to an EBITDA-related limit or “cap.” Specifically, if the Company, individual business unit and/or brand to which a NEO’s AIP payment is tied failed to achieve the target amount of EBITDA set forth in the 2022 AIP, the maximum discretionary AIP payment that the Board could have approved for the portion of that NEO’s AIP payment that was tied to that sub-target EBITDA metric was capped at 100% of the target 2022 AIP payment allocable to that particular EBITDA metric for that NEO, it being understood that the

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Compensation Committee has discretion, under the 2022 AIP, subject to the approval of the independent members of the Board of Directors to adjust the EBITDA targets of the Company, the business units, or the brands based on the same factors described above.

The table below provides a summary of the Company’s performance results under the 2022 AIP comparing minimum, target and 125% performance levels to actual performance results (dollars in millions):

The table below provides a summary of each NEO’s payment under the 2022 AIP:

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Long-Term Incentive Plan

2022 LONG-TERM INCENTIVE PLAN

We believe the best way to align the interests of our senior leaders, including each of the NEOs, with those of our stockholders is for those leaders to own a meaningful amount of our common stock. Our Compensation Committee approved a long-term incentive plan for 2022 (“2022 LTIP”), and in February 2022, we granted equity-based awards to senior leaders, including each of our NEOs, pursuant to the 2022 LTIP.

Upon recommendation of the Compensation Committee, the independent members of our Board of Directors established long-term incentive compensation targets for 2022 as a percentage of annual base salary under the 2022 LTIP for each NEO. As a percentage of annual base salary, these targets were 250.0% for Mr. Jackson, 80.0% for Mr. Wothe, 90.0% for Mr. Keller, 75.0% for Mr. Kowalewski, 65.0% for Mr. West, and 150.0% for Mr. Kunz.

The 2022 LTIP awards were comprised of restricted stock. Half of such restricted stock is not subject to any Company performance criteria, for which the restrictions lapse over time in three equal amounts on the first, second and third anniversaries of the grant date of February 14, 2022. The grant date fair value of the time-vesting restricted stock award under the 2022 LTIP granted on February 14, 2022 was $18.27 per share.

The other half of such target restricted stock includes a first tranche of 37.5% which is subject only to the Company’s 2022 performance and a second tranche of 62.5% which is subject to both the Company’s 2022 performance and a total shareholder return (“TSR”) metric. Company performance for 2022 is being measured by the Company’s consolidated earnings before interest, taxes, depreciation and amortization as defined in our 2022 business plan (“EBITDA”) achieved. Total shareholder return is calculated via calculation of the Company’s stock-price performance over the three-year period from the February 14, 2022 grant date to the third anniversary of the grant date compared to performance of the stock of a peer group of companies, stratified into percentiles, such that if the Company’s stock-price performance falls at the 75th percentile or higher compared to the peer group, grantees will receive an additional 25% of shares after adjustment for the Company’s 2022 EBITDA performance. If the Company’s TSR falls at the 25th percentile or lower compared to the peer group, grantees will forfeit 25% of shares after adjustment for the Company’s 2022 EBITDA performance. If the Company’s TSR falls within the 75th and 25th percentiles as compared to the peer group, there will be no additional adjustment and grantees will have earned the amount of shares they would have received based solely on the Company’s 2022 EBITDA performance. Restrictions on these shares lapse on the third anniversary of the February 14, 2022 grant date.

The following table sets forth the 2022 LTIP amounts by NEO in grant date fair value and the target number of shares granted for both the fixed and performance portions of the award:

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The following table sets forth the threshold, target and maximum performance levels and related grant date fair values and number of shares that could have been earned under the 2022 LTIP, by each NEO, with respect to the portion of the 2022 LTIP grants that were performance-based:

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The table below provides a summary of the Company’s performance results with respect to the portion of the 2022 LTIP grants that were performance-based, comparing threshold, target and maximum performance to actual performance results (dollars in millions):

Actual performance for 2022 was between the target and maximum performance at 114.5%, resulting in a 172.5% award percentage under the portion of the 2022 LTIP grant that was based solely on Company performance. The following table provides a summary of each NEO’s earned performance shares, in both grant date fair value and shares, under the 2022 LTIP:

The Compensation Committee periodically reviews the AIP and LTIP performance goals considering changes in the Company’s strategy, industry-specific market conditions, general economic conditions and other factors it deems relevant to determine whether the performance measures remain appropriate to properly motivate participants.

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Executive Benefits and Perquisites

In 2022, the Company paid the monthly cost of club memberships to the Sarasota Yacht Club (“SYC”) for Mr. Jackson, the Company’s Chief Executive Officer. Prior to our transition to a virtual-only annual meeting format in 2020, the SYC was traditionally the location of the Company’s annual stockholder meeting and the Company periodically uses the SYC for certain meetings of senior management and the Board of Directors. Except for these club-membership dues the Company did not provide its NEOs with any separate dining or other facilities, company cars, other club dues, or other similar perquisites in 2022. Company-provided air travel for NEOs is for business purposes only. Any use of non-commercial aircraft on a rental basis is limited to appropriate business-only travel. There was no use of non-commercial aircraft on a rental basis in 2022. The Company’s health care, insurance, 401(k) plan, and other welfare and employee-benefit programs are substantially the same for all eligible employees, including the NEOs. Additionally, the Company does, within certain limits, provide our products free of charge to NEOs and certain of their direct reports for installation in their respective residences, pursuant to a policy adopted by our Board of Directors. The Company does not, however, pay for the cost of installing such product. The Company has occasionally provided relocation benefits to NEOs in the past, including to Mr. Kowalewski in 2021 in connection with his relocation from Texas, in September 2021 with his appointment as Executive Vice President of Florida Operations, and to Mr. Kunz in 2022 in connection with his relocation from Texas.

The value of benefits and perquisites provided to our NEOs in 2022 are presented in the “All Other Compensation” column (and described in the related footnotes, if required) of the “Summary Compensation Table”.

Other Compensation

Retirement/Post-Employment Benefits. The Company does not provide any retirement programs, pension benefits or deferred compensation plans to its NEOs other than its 401(k) plan, which is available to all employees. The NEOs are eligible to participate in the Company’s, Amended and Restated 2019 Employee Stock Purchase Plan on the same terms as other eligible employees.

The Company also provides severance protection to its NEOs upon qualifying terminations of employment and change in control termination, as further described in the Summary of Termination Payments and Benefits section below. The Company uses these benefits to attract and retain executives by providing protections like those provided by our competitors and peer group. In addition, the Company’s Board of Directors believes the change in control benefits would allow executives to focus on the evaluation and possible completion of change in control transactions without undue concern for their personal employment situations.

Policy on Compensation Tax Deductibility

Section 162(m) of the Internal Revenue Code of 1986 (“Section 162(m)”), generally disallows a federal tax deduction by the Company for compensation paid to certain executive officers in excess of $1 million.

The Compensation Committee and our Board of Directors view the tax deductibility of executive compensation as one factor among many to be considered in the context of our overall compensation philosophy. Therefore, the Committee expects to recommend, and our Board of Directors expects to authorize, compensation in excess of $1,000,000 to named executive officers that will not be deductible under Section 162(m), when the Committee and Board believe doing so is in the best interests of the Company and its stockholders.

Risk Assessment in Compensation Programs

We believe our compensation programs encourage and reward prudent business judgment without encouraging undue risk. The Company Committee reviews our compensation programs for features that might encourage inappropriate risk-taking. We believe our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.

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Summary Compensation Table