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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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April 29, 2021

	​	Notice of Annual Meeting of Stockholders

To the Stockholders of our Company:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders where we will be voting on the below matters.

Items of Business

•

To elect the four nominees named herein as Class III directors;



•

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021;



•

To vote on an advisory, non-binding "say-on-pay" resolution to approve the compensation of our executive officers; and



•

To consider any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.

DATE AND TIME: Thursday, June 17, 2021 9:00 a.m. CT		Instructions regarding all methods of voting are contained on any Notice of Internet Availability of Proxy Materials or proxy card provided. If your shares are held in the name of a bank, broker, fiduciary or custodian, follow the voting instructions you receive from your record holder. Your vote is important. Whether or not you intend to be present at the meeting, to assure that your shares are represented at the meeting, please vote promptly using one of the methods mentioned below.

WHERE:		Internet		Telephone		Mail		In Person
Generac Power Systems, Inc. S45 W29290 Hwy. 59 Waukesha, Wisconsin 53189 ADMISSION: Holders of record of our common stock at the close of business		Visit the internet website indicated on the Notice of Internet Availability or any proxy card you receive and follow the on-screen instructions.		Use the toll-free telephone number shown on the Notice of Internet Availability or any proxy card you receive.		If you request a paper proxy card by telephone or internet, you may elect to vote by mail. If you elect to do so, you should date, sign and promptly return your proxy card by mail in the postage prepaid envelope which accompanied that proxy card.		You can deliver a completed proxy card at the meeting or vote in person.
on April 19, 2021 are entitled to notice of,		Thank you for your continued support of and interest in the Company.
and to vote at, the annual meeting.				By Order of the Board of Directors, Raj Kanuru Executive Vice President, General Counsel, and Secretary

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Summary Information

Our Corporate Strategy

Generac By The Numbers

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SUMMARY INFORMATION

Proposals at the Meeting				Our Board Recommends a vote "FOR" each of the following:
Proposal 1: Election of Directors
Robert D. Dixon David A. Ramon William D. Jenkins, Jr. Kathryn V. Roedel		Pages 4-13
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Proposal 2:
To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021		Page 55
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Proposal 3:
To vote on an advisory, non-binding "say-on-pay" resolution to approve the compensation of our executive officers		Page 56
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SUMMARY INFORMATION

Our 2020 Business Highlights

We delivered strong financial results in 2020 despite a challenging operating environment.

Key Components and Design of the Executive Compensation Program

*    A full discussion of our use of non-U.S. generally accepted accounting principles measures to provide a baseline for evaluating and comparing our operating results, and a reconciliation of Adjusted EBITDA to net income can be found in Item 7 of the Company's Annual Report on Form 10K for the fiscal year ended December 31, 2020.

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Proposal 1 — Election of Class III Directors

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						The nominees for election as Class III Directors at the 2021 annual meeting are described below. The Board has nominated each of the candidates for election. If elected, each of the nominees is expected to serve for a three-year term expiring at the annual meeting of stockholders of the Company in 2024 and until their respective successors have been elected and qualified. The Board of Directors recommends a vote FOR the Company's nominees for Class III Directors.
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Our Board of Directors is divided into three classes, with each class serving a consecutive three-year term. The term of the current Class III Directors will expire on the date of the 2021 annual meeting, subject to the election and qualification of their respective successors. The Board of Directors expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence, one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board of Directors may nominate.

In selecting director candidates, the Nominating and Corporate Governance Committee considers whether the candidates possess the required skill sets and fulfill the qualification requirements of directors approved by the Board of Directors, including integrity, objectivity, sound judgment, leadership, and diversity in all aspects of that term, including differences of perspective, professional experience, education, skills, and other individual qualities, such as gender, race, and ethnicity.

The following table provides the composition of each of our committees:

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PROPOSAL 1 – ELECTION OF CLASS III DIRECTORS

Our directors and nominees bring a broad range of skills, experiences, and perspectives to our board. The below tables and graphics summarize the skills and experiences that bring value to our company.

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PROPOSAL 1 – ELECTION OF CLASS III DIRECTORS

The following biographies describe the business experience of each director. Following the biographical information for each director below, we have listed qualifications that, in addition to those discussed above, the Board of Directors considered in determining whether to recommend the director be nominated for reelection.

Nominees for Election

Class III Directors

ROBERT D. DIXON

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DAVID A. RAMON

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PROPOSAL 1 – ELECTION OF CLASS III DIRECTORS

WILLIAM D. JENKINS, JR.

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PROPOSAL 1 – ELECTION OF CLASS III DIRECTORS

KATHRYN V. ROEDEL

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PROPOSAL 1 – ELECTION OF CLASS III DIRECTORS

Other Members of the Board of Directors

Including the nominees, the Board of Directors currently consists of ten (10) directors, each of whom, other than the nominees, is described below. The terms of the Class I Directors expire at the 2022 Annual Meeting of Stockholders, subject to the election and qualification of their respective successors. The terms of the Class II Directors expire at the 2023 Annual Meeting of Stockholders, subject to the election and qualification of their respective successors.

Class I Directors

JOHN D. BOWLIN

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PROPOSAL 1 – ELECTION OF CLASS III DIRECTORS

AARON P. JAGDFELD

ANDREW G. LAMPEREUR

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PROPOSAL 1 – ELECTION OF CLASS III DIRECTORS

Class II Directors

MARCIA J. AVEDON, PH.D.

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PROPOSAL 1 – ELECTION OF CLASS III DIRECTORS

BENNETT J. MORGAN

DOMINICK P. ZARCONE

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Corporate Governance

Board of Directors Independence Standards for Directors

Pursuant to our Corporate Governance Guidelines and Principles, a copy of which is available on our website at www.generac.com, the Board of Directors is required to affirmatively determine whether our directors are independent under the listing standards of the New York Stock Exchange ("NYSE"), the principal exchange on which our common stock is traded.

During its annual review of director independence, the Board of Directors considers all information it deems relevant, including without limitation any transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board of Directors also considers the recommendations of the Nominating and Corporate Governance Committee, which conducts a separate independence assessment of all directors as part of its nomination process for the Board of Directors and its respective committees. The purpose of this review is to determine whether any such relationship or transaction is considered a "material relationship" that would be inconsistent with a determination that a director is independent. The Board of Directors has not adopted any "categorical standards" for assessing independence, preferring instead to consider all relevant facts and circumstances in making an independence determination including, without limitation, applicable independence standards promulgated by the NYSE.

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Committees of the Board of Directors

Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our Board of Directors has adopted charters for each of its standing committees. Copies of our committee charters are posted on our website at www.generac.com.

Audit Committee

In discharging its duties, the Audit Committee has the sole authority to select, retain, oversee, and terminate, if necessary, the independent registered public accounting firm, review and approve the scope of the annual audit, review and pre-approve the engagement of our independent registered public accounting firm to perform audit and non-audit services, meet independently with our independent registered public accounting firm and senior management, review the integrity of our financial reporting process, and review our financial statements and disclosures and certain SEC filings and financial press releases.

The Audit Committee formally met ten (10) times in 2020, and members of the Audit Committee also met informally among themselves, with management and with other members of the Board from time to time. Decisions regarding audit-related matters were approved by our Board after taking into account the recommendations of the Audit Committee and its members. The Audit Committee maintains a committee charter and meets with our independent registered public accounting firm without management present on a regular basis.

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Compensation Committee

The Compensation Committee has decision-making authority with respect to all compensation decisions for our executive officers, including annual incentive plan awards and grants of equity awards. The Compensation Committee is responsible for finalizing and approving the performance objectives relevant to the compensation of our CEO and other executive officers.

The Compensation Committee's recommendations are developed with input from our CEO and, where appropriate, other senior executives. The Compensation Committee reviews management recommendations and input from compensation consultants, along with other sources of data when formulating its independent recommendations to the Board of Directors. A discussion and analysis of the Company's compensation decisions regarding the executive officers named in the Summary Compensation Table appears in this proxy statement under the heading "EXECUTIVE COMPENSATION—Compensation Discussion and Analysis."

To assist it in performing its duties, the Compensation Committee has the authority to engage outside consulting firms. The Compensation Committee has engaged Willis Towers Watson & Co. ("Willis Towers Watson") as its independent compensation consultant since September 2014. In its capacity as outside and independent compensation consultants, Willis Towers Watson reports directly to the Compensation Committee.

The Compensation Committee has sole authority to replace compensation consultants retained from time to time, and to hire additional Compensation Committee consultants at any time.

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Representatives from outside consulting firms engaged by the Compensation Committee attend meetings of the Compensation Committee, as requested, and communicate with the Chairman of the Compensation Committee between meetings.

The Compensation Committee assessed the independence of Willis Towers Watson pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the Compensation Committee.

The Compensation Committee reviews and discusses with management proposed Compensation Discussion and Analysis disclosures and determines whether to recommend the Compensation Discussion and Analysis to the Board of Directors for inclusion in the Company's proxy statement and annual report. The recommendation is described in the Compensation Committee Report included in this proxy statement.

The Compensation Committee formally met seven (7) times in 2020, and members of the Compensation Committee also met informally among themselves, with management and with other members of the Board and Willis Towers Watson from time to time. Decisions regarding executive compensation were approved by our Board after taking into account the recommendations of the Compensation Committee.

Nominating and Corporate Governance Committee

Decisions regarding board nominations and corporate governance-related matters were approved by our Board after taking into account the recommendations of the Nominating and Corporate Governance Committee.

Criteria for Director Nominees

In selecting director candidates, the Nominating and Corporate Governance Committee considers whether the candidates possess the required skill sets and fulfill the qualification requirements of directors approved by the Board of Directors, including integrity, objectivity, sound judgment, leadership and diversity in all aspects of that term, including differences of perspective, professional experience, education, skills, and other individual qualities, such as gender, race, and ethnicity. Annually, the Nominating and Corporate Governance Committee assesses the composition of the Board of Directors, including the Committee's effectiveness in balancing the above considerations.

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CORPORATE GOVERNANCE

Other than the foregoing, there are no minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may consider such other factors as it may deem are in the best interests of the Company and its stockholders. The Nominating and Corporate Governance Committee does not assign specific weights to, and a potential or incumbent director will not necessarily satisfy all of, the foregoing criteria and in evaluating a candidate does not distinguish on the basis of whether the candidate was recommended by a stockholder. Nothwithstanding the foregoing, in furtherance of the Committee's commitment to increasing diversity within the Board of Directors, the Committee has determined that a focused effort to identify director candidates from underrepresented minority groups will be an important consideration and priority in selecting and nominating director candidates for election as future openings become available on the Board of Directors.

Process for Identifying and Evaluating Director Nominees

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to the Company's business and who are willing to continue in service are considered for renomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective on the Board. If any member of the Board of Directors does not wish to continue in service or if the Nominating and Corporate Governance Committee decides not to renominate a member for reelection, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new nominee based on the criteria listed above. Current members of the Nominating and Corporate Governance Committee and Board of Directors are polled for suggestions as to individuals meeting the criteria of the Nominating and Corporate Governance Committee. Executive search firms may also be retained to identify qualified individuals. Shareholders who wish to recommend a candidate for consideration by the Nominating & Corporate Governance Committee may do so by sending the candidate's name and supporting information to Mr. Robert Dixon, Nominating & Corporate Governance Committee Chair, c/o Raj Kanuru, Executive Vice President, General Counsel, & Corporate Secretary, Generac Power Systems, Inc., S45 W29290 Highway 59, Waukesha, Wisconsin 53189.

Stockholder Nominations

Our Bylaws contain provisions which address the process by which a stockholder may nominate an individual to stand for election to the Board of Directors at the Company's annual meeting of stockholders. To make a nomination for election to the Board of Directors, a stockholder must submit his or her nomination by providing the person's name and appropriate background and biographical information by writing to the Nominating and Corporate Governance Committee at Generac Holdings Inc., Attn: Raj Kanuru, Executive Vice President, General Counsel, and Secretary, S45 W29290 Hwy 59, Waukesha, Wisconsin 53189. A stockholder's nomination must be received by the Company's Secretary (i) no later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the previous year's annual meeting of stockholders, (ii) in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier

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than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company, or (iii) in the case of a special meeting of stockholders called for the purpose of electing directors, not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the date on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. A stockholder nomination must be accompanied by the information required by the Bylaws with respect to a stockholder director nominee.

We may require any proposed nominee to furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as a director of the Company. See "PROPOSALS BY STOCKHOLDERS" for the deadline for nominating persons for election as directors at our 2022 annual meeting of stockholders.

Board of Directors Role in Risk Oversight

Our Board and management continually monitor the material risks facing our Company, including financial risk, strategic risk, operational risk, and legal and compliance risk. Management regularly reports to the Board on its activities in monitoring and mitigating such risks. Overall responsibility for risk oversight rests with our Board. In addition, the Board may delegate risk oversight responsibility to a particular committee in situations in which the risk falls within the committee's area of focus or expertise. Our Board believes that for certain areas of risk, our Company is better served by having the initial risk evaluation and risk monitoring undertaken by a subset of the entire Board that is more focused on the issues pertaining to the particular risk. For instance, our Compensation Committee assists the Board in evaluating risks relating to our compensation policies and procedures. Also, our Audit Committee assists the Board in fulfilling the Board's oversight responsibility relating to the evaluation of financial and enterprise risks, including information security, environmental, health & safety, product regulatory, and social matters. As it deems necessary and on at least an annual basis, the respective committee to which oversight and monitoring of a particular risk has been assigned reports on risk exposures and mitigation strategies with respect to such risk to the entire Board.

Board of Directors Leadership Structure

Aaron Jagdfeld has served as a director of the Company since 2006 and is the Company's Chairman of the Board, President and Chief Executive Officer. Bennett Morgan serves as Lead Director.

The Lead Director has broad responsibility and authority, including to:

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Review the agendas for and preside over meetings of the independent directors.



•

Preside at all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the independent directors.



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Call meetings of the independent directors.

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Serve as the principal liaison between the Chairman and the independent directors.



•

Consult with the Chairman regarding:



o

Information sent to the Board of Directors, including the quality, quantity, appropriateness, and timeliness of such information.



o

Meeting agendas for the Board of Directors.



o

The frequency of Board of Directors meetings and meeting schedules, assuring there is sufficient time for discussion of all agenda items.



o

Development of annual priorities and goals for the Board of Directors



•

Be available, when appropriate, for consultation and direct communication with stockholders.



•

Select, retain, and consult with outside counsel and other advisors as the Lead Director deems appropriate.



•

In conjunction with the Nominating and Corporate Governance Committee:



o

Annually review the performance of, and provide feedback to, the CEO.



o

Annually meet with each Director to collect and review feedback

Periodically, our Board assesses these roles and the board leadership structure to ensure the interests of the Company and its stockholders are best served.

Our Board has determined that its current structure, with a combined Chairman and CEO role and an independent Lead Director, is in the best interests of the Company and its stockholders at this time based on a number of factors, including:

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A combined Chairman and CEO structure provides the Company with decisive and effective leadership with clearer accountability to our stockholders and customers.



•

The combined role is both counterbalanced and enhanced by the effective oversight and independence of our Board of Directors, and the independent leadership provided by our Lead Director and independent committee chairs.



•

The Board believes that the appointment of a strong independent Lead Director and the use of regular executive sessions of the non-management Directors, along with the Board's strong committee system and all Directors being independent except for Mr. Jagdfeld, allow it to maintain effective oversight of management.

Stockholders and other parties interested in communicating directly with Mr. Morgan as Lead Director may do so by writing to Mr. Morgan, c/o Generac Holdings Inc., S45 W29290 Hwy. 59, Waukesha, Wisconsin 53189.

Attendance at Meetings

It is our policy that each director is expected to dedicate sufficient time to the performance of his or her duties as a director, including by attending meetings of the stockholders, Board of Directors and committees of which he or she is a member. All then-serving members of the Board of Directors attended the 2020 Annual Meeting of Stockholders.

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In 2020, the Board of Directors held seven (7) meetings (including regularly scheduled and special meetings) and took action by unanimous written consent from time to time. All incumbent directors attended at least 75% of (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods that he or she served).

Stockholder Communications with the Board of Directors

Stockholders and other parties interested in communicating directly with the Board of Directors, whether individually or as a group, may do so by writing to the Board of Directors, c/o Generac Holdings Inc., S45 W29290 Hwy. 59, Waukesha, Wisconsin 53189. The Secretary will review all correspondence and regularly forward to the Board of Directors all such correspondence that, in the opinion of the Secretary, deals with the functions of the Board of Directors or committees thereof or that the Secretary otherwise determines requires attention. Concerns relating to accounting, internal controls, or auditing matters will immediately be brought to the attention of the Chairman of the Audit Committee. We have adopted a Whistleblower Policy, which establishes procedures for submitting these types of concerns, either personally or anonymously through a toll free telephone "hotline" or web transmission operated by an independent party. Our Whistleblower Policy can be found on the Company's website at www.generac.com.

Stockholders and other parties interested in communicating directly with Andrew Lampereur, as Chairman of the Audit Committee, may do so by writing to Mr. Andrew Lampereur, Chairman, Audit Committee, c/o Generac Holdings Inc., S45 W29290 Hwy. 59, Waukesha, Wisconsin 53189.

Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct (the "Code"), that applies to all of our directors, officers and employees, including our principal executive officer and principal financial accounting officer. In addition, we have adopted a Supplemental Code of Ethics and Conduct (the "Supplement") that applies to all of our directors and executive officers, including our principal executive officer and principal financial accounting officer. The Code and Supplement are both posted on our website at www.generac.com. Any amendments to, or waivers under, our Code or Supplement which are required to be disclosed by the rules promulgated by the SEC will be disclosed on the Company's website at www.generac.com.

Corporate Governance Guidelines and Principles

We have adopted Corporate Governance Guidelines and Principles. These guidelines outline the role of our Board of Directors, the composition and operating principles of our Board of Directors and its committees and our Board of Directors' working process. Our Corporate Governance Guidelines and Principles are posted on our website at www.generac.com.

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Environmental, Social, and Governance Practices

Generac's mission is to ensure peace of mind by developing power products and solutions that make the world safer, brighter, and more productive. In furthering that mission, Generac takes seriously its environmental, social, and governance ("ESG") responsibilities and, in the course of its business, encounters and manages a broad range of ESG matters. We understand and appreciate that there is a growing interest in greater ESG disclosure by public companies. To meet these growing expectations, the Company is working to compile additional information regarding our ESG metrics and practices, and intends to publish that information in a corporate sustainability report in the 2021 calendar year.

In the interim, we have identified the below ESG categories as among the most relevant to our business and of interest to key stakeholders.

Environmental, Health & Safety

We are committed to developing environmentally responsible products and processes, and care about the safety and well-being of our employees, their families, and our communities. We demonstrate this commitment through the following:

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Upholding our comprehensive Corporate Regulatory Compliance Policy, Sustainability Policy, Environmental Policy, and Corporate Safety Handbook



•

Deploying both corporate and facility Health & Safety Committees to ensure employee and contractor safety



•

Maintaining ISO 14001 Certification for our Corporate Environmental Management System



•

Continually training and educating our employees and contractors on their responsibility to identify work that is unsafe or environmentally unsound and to help mitigate potential negative impacts



•

Implementing and monitoring a long-term "Vision Zero" plan, under which we evaluate and take advantage of reducing materials and waste throughout our operating facilities



•

Providing energy storage technology solutions and related products that utilize solar and other clean, renewable energy sources



•

Providing innovative product solutions that utilize natural gas (including bi-fuel options), offering significant environmental benefits compared to diesel products



•

Being a leader in LED and hybrid light tower technology, which provide for more fuel-efficient operations



•

Investing in energy monitoring and management solutions, which provide customers the information and control necessary to allow them to reduce their overall energy consumption

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Social Responsibility

"Our People" is one of the foundational elements to our "Powering Our Future" strategy and is a corporate value as well. We foster a culture of diversity and engagement to strengthen our company while supporting individual achievement, inclusivity, and good corporate citizenship globally. We believe our success is directly tied to our employees' personal and professional growth. We care about the safety and well-being of our employees, their families, and our communities. As a result, we have again been named as one of America's Best Midsized Employers by Forbes.

We demonstrate these values through the following:

•

Promoting an inclusive workplace by embracing diversity in all forms, celebrating differences, and treating others with equity and respect. We have hosted a series of culture-changing listening and learning sessions, championed Unconscious Bias training for our employees, and launched employee-led Business Employee Resource Groups ("BERGs") to facilitate networking and connections with peers and leadership.



•

Prioritizing and investing in creating opportunities to help employees build careers at Generac. We hold internal career events as well as partner with local educational resources to offer on-the-job learning, collaborative work experiences, and formal learning programs on continuous improvement and project management skills to support progressions and advancement of our workforce. Further, we maintain an ongoing global employee engagement initiative with targeted action plans by region, function, and business group. Action plans and their progress are measured by global employee engagement surveys.



•

Enforcing strong policies related to anti-corruption and anti-competitive practices



•

Holding suppliers to high ethical standards under our Supplier Code of Conduct



•

Providing job opportunities to those who face barriers to employment through strong partnerships with community job agencies representing disabled clients and workforce release programs.



•

Making employee health and safety the Company's top priority. Generac's Healthy & Thriving Total Rewards are based on physical, emotional, financial, and social well-being. These programs are designed to meet the varied and evolving needs of our diverse workforce. We maintain an employee wellness program, incentivize healthy-living activities, provide emergency paid COVID-19 leave benefits to help employees care for themselves and their families, and we develop and administer company-wide policies to ensure the safety of each employee and compliance with government agency and other standards.



•

Implementing a paid-time-off pregnancy leave benefit.



•

Engaging, through our Generac Gives program and other initiatives, in outreach efforts and charitable giving in our Generac communities. Generac focuses on addressing education, meeting community needs, and honoring Veterans. In 2020, Generac provided support to more than 140 community organizations including donations to meet urgent needs for food, blood, and personal protection devices at the start of the COVID-19 pandemic

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•

Leading corporate giving and being a top fundraiser to help fund cancer research through participation in the Leukemia & Lymphoma Society's Light the Night event



•

Supporting our veterans and active duty military by hosting Military Day at Summerfest, the world's largest music festival, and offering free admission to the grounds in 2021



•

Educating and inspiring the next generation by creating more than 50 paid college internships in 2020



•

Continuing to support GPS Education Partners, a program Generac founded twenty years ago that provides at-risk high school students with work-based learning, through ongoing funding of an Education Center located at our Generac facility. The GPS program has prepared almost 1,000 high school students with skills needed to succeed after graduating high school.



•

Providing storm relief services to communities affected by major weather-related power outages through free technical support and direct emergency product repairs in affected regions

Governance

Our Company is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including the following:

•

Board and Committee oversight of the Company's risk management framework, as well as its risk assessment and management practices



•

Annual communication and training for all employees regarding the adherence to our various corporate policies, including with respect to our Code of Ethics and Business Conduct and anti-corruption, anti-harassment, and whistleblower policies.



•

Adhering to our Corporate Governance Guidelines and Principles



•

Regularly engaging with stockholders to seek their feedback on the Company's strategy, performance, and ESG practices



•

Maintaining a strong control environment and making effective controls an integral part of our routine business practices



•

Maintaining a cross-functional global compliance committee to assure effective communication, implementation and management of global practices to comply with applicable regulations, and Company policies. This committee is led by the Company's General Counsel, who also serves as the Company's principal compliance officer, and who regularly presents on legal and compliance-related matters to the Board of Directors and Audit Committee.

Political Contributions

It is Generac's policy that Company funds or assets will not be used to make a political contribution to any political party or candidate, unless approval has been given by the Board of Directors or its authorized designee. Generac did not contribute to any political parties or candidates in 2020.

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Compensation Committee Interlocks and Insider Participation

In 2020, the members of our Compensation Committee were John Bowlin, Bennett Morgan, William Jenkins, and Marcia Avedon. No member of the Compensation Committee was, during 2020 or previously, an officer or employee of Generac or its subsidiaries. In addition, during 2020, there were no Compensation Committee interlocks required to be disclosed.

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Beneficial Ownership of our Common Stock

The following table shows information regarding the beneficial ownership of our common stock as of April 19, 2021 by:

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each person or group who is known to own beneficially more than five percent of our common stock;



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each member of our Board of Directors, each nominee for election as a director, and each of our named executive officers; and



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all members of our Board of Directors and our executive officers as a group.

Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

Unless otherwise indicated, the address for each holder listed below is c/o Generac Holdings Inc., S45 W29290 Hwy. 59, Waukesha, Wisconsin 53189.

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BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes our executive compensation program. It provides an overview of the 2020 compensation for the following named executive officers, practices and policies, and how the Compensation Committee made its decisions.

		2020 Business Highlights & Performance

2020 was another record year for Generac....

First and foremost, we want to highlight the Company's response to the COVID-19 pandemic, as we're extremely proud of our team's efforts in responding to the crisis as we focused on maintaining our operations to the fullest extent possible. This was particularly important considering that our products and services are both essential and critical to help keep a variety of networks and infrastructure up and running, including hospitals, health-care clinics, 911 call centers, and wireless networks. Equally as important, we accomplished this while at the same time implementing a wide range of preventative measures to address the health, safety and well-being of our employees, customers, suppliers, and the communities across the world where we operate and do business.

Through the tireless execution of our nearly 7,000 employees globally during 2020, Generac achieved another year of record financial results across the board, as several metrics far exceeded the previous record levels seen for the full-year 2019. Revenue grew 13% for the full-year to a $2.5 billion, with gross margin expanding 230 basis points to 38.5% and Adjusted EBITDA coming in at $584 million, an expansion of 290 basis points in Adjusted EBITDA margin to 23.5%. We also generated $487 million of operating cash flow and $427 million of

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free cash flow during the year. No adjustments were made to our financial targets or design of our Annual Performance Bonus Plan as a result of the COVID-19 pandemic.

In addition to the strong financial performance, the Company had some key accomplishments during the year that are important to the execution of our strategy.

Our ability to execute on the step-function increase in demand for residential products that has emerged from the new "Home as a Sanctuary" mega-trend was an important accomplishment during 2020. In addition, the building out of our Clean Energy market opportunity with the significant ramp in shipments of PWRcell energy storage systems was a key highlight. We also expanded our product and services portfolio with the acquisitions of Energy Systems, our industrial distributor located in Northern California, and Mean Green, a leading manufacturer of an innovative line of battery-powered turf care products. We also made the strategic acquisition of Enbala Power Networks, which enables our entrance into the developing market for grid services. We launched important new products during the year with the introduction of the 24kW home standby generator, the market's most powerful air-cooled unit with built-in energy monitoring. We also introduced the industry's largest rich-burn industrial natural gas generator at 1 MW of output, allowing us to target new market opportunities. All of these key accomplishments, as well as our execution on a number of other strategic initiatives, enabled us to make important progress on our continuing evolution to an energy technology solutions company. Our 2020 record performance provides us with tremendous momentum as we head into 2021.

*    A full discussion of our use of non-U.S. generally accepted accounting principles measures to provide a baseline for evaluating and comparing our operating results, and a reconciliation of Adjusted EBITDA to net income can be found in Item 6 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

(1)    Total Shareholder Return reflects the compound annual price appreciation of Generac shares expressed as a percentage.

(2)    On January 1, 2018, we adopted ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost; ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments; and ASU 2014-09, Revenue from Contracts with Customers. These new standards required retrospective application to all periods presented in our financial statements.

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Generac's Executive Compensation Practices

The following best practices ensure alignment between shareholders and executives while maintaining corporate governance.

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WHAT WE DO:
		Pay for Performance		A significant amount of executive officer pay is based on the achievement of specific annual and long-term strategic and financial goals.
		Stock Ownership Guidelines		Stock ownership guidelines have been established for executive officers and Directors.
		Compensation Risk Assessments		A compensation risk assessment is performed on a regular basis.
		Independent Compensation Consultant		An independent consultant is retained by the Compensation Committee.
		Clawback Policy		Requires the CEO, CFO and other key members of executive management to reimburse or forfeit any excess incentive compensation received due to the accounting restatement of the Company's financial statements as a result of the Company's material noncompliance with any financial reporting requirement under federal securities laws.
WHAT WE DO NOT DO:
		Hedging of Company Stock		It is against Company policy to trade in puts or calls in Company securities, sell Company securities short, or otherwise hedge ownership of Company securities.
		Pledging of Company Stock		Executive officers may not pledge Company securities or hold Company securities in margin accounts.
		Tax Gross-Ups		Executive officers do not receive tax gross-ups either directly or indirectly.
		Dividends on Unearned Performance Awards		Executive officers do not receive dividends on unearned performance awards.
		"Single Trigger" Change in Control Severance Provisions		Executive officers do not have severance arrangements that trigger solely by virtue of a change in control.
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ABOUT OUR EXECUTIVE COMPENSATION PROGRAM

2020 Executive Compensation Program Changes and Events

We remain focused on the continuous improvement of our executive compensation program to ensure alignment with our compensation philosophy, Powering Our Future Strategy and shareholder interests, as well as market best practices. To this end, the Committee has made the following refinements to executive compensation:

What's Changed

How It's Changed

Rationale for Change

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Performance Equity

Increased percentage weighting of performance shares granted in annual equity award mix

The Committee believes reducing stock options and increasing performance share weighting supports our continued focus on pay-for-performance alignment.

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Peer Group

Removed five companies and added four new companies for a total of 19 companies

Removed companies due to misalignment of business model and/or revenue falling below desired range. New companies focus on storage, alternative energy or home energy management. Revenues are within relevant range.

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Clawback Policy

Expanded definition of "covered executive"

Align to market practice of including business presidents

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Philosophy and Objectives

We believe that the compensation program for our executives should directly support the achievement of specific annual, long-term and strategic goals of the business and, thereby, align the interests of executives with the interests of our stockholders. Our compensation program is designed to balance rewards for corporate, business and individual results.

The program's strong pay-for-performance alignment is an important part of our continuing commitment to enhancing long-term stockholder value.

We also believe that stockholders are best served when we are able to attract and retain high caliber executive talent. To that end, we offer competitive base salary, as well as annual and long-term incentive opportunities, which encourage specific performance and reward the

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successful efforts of our executives. Within this context, the four major objectives for our executive compensation program are:

To achieve these objectives, we have structured a compensation program that provides our executives with the following:

The total direct compensation of our executives is market-based, and a significant portion of that compensation, including annual bonus and long-term incentives, is also performance-based. The Compensation Committee believes this construct results in a fair level of pay for target performance, and an above-market opportunity if the executive team builds share value in a sustainable way. We target cash compensation (base salary and annual bonus) around the median of our market and compensation peer group, taking into account the relative responsibilities of our executives. In general, we target long-term incentives at or above the market median to encourage the sustainability of the business and drive long-term stockholder value creation. This aligns with our approach to long-term financial goal-setting in which the Company often sets performance goals above the median, and in some cases above the

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75th percentile, relative to similar financial measures at our peers and the general industry. Actual total compensation in any given year may be above or below the total target level based on individual and corporate performance.

Target Pay Mix

The charts below reflect the target pay mix for our CEO and average target pay mix for our other named executives, and show that the majority of our named executives' total target direct compensation in 2020 is variable and performance based:

Target Pay Mix for our Executives

HOW COMPENSATION DECISIONS ARE MADE

The Compensation Committee, composed solely of independent directors, is responsible for making executive compensation decisions for the named executive officers. The Compensation Committee works closely with its independent compensation consultant and management to examine pay and performance matters throughout the year.

Each year, the CEO and CFO establish a budget, which is approved by the Board of Directors. The budget establishes financial targets and other performance-related goals, which gives the Compensation Committee a basis for approving financial targets under the annual incentive plans for the year. The Compensation Committee also reviews the basis for establishing goals and objectives related to the compensation of the named executive officers. During this review, the Compensation Committee considers the balance between short-term cash compensation and long-term incentives and evaluates alignment of pay for performance in

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light of established goals and objectives. The Compensation Committee also considers profitable growth of the business and our relative stockholder return. The Compensation Committee sets the CEO compensation based on that evaluation using market and peer group data to determine appropriate total direct compensation levels (consisting of base salary, annual bonus and long-term incentives). The Compensation Committee also reviews and approves compensation for all executive officers using market data and in conjunction with recommendations from the CEO and EVP, Human Resources. See "Assessing External Market Practice" below for more information. Finally, in making subjective evaluations of the overall performance of the CEO, the Compensation Committee considers performance from the perspective of our core values and our leadership principles, which include practicing integrity, driving innovation, demonstrating agility, operational excellence, developing our employees, and building a team environment.

The CEO and EVP, Human Resources also provide the Compensation Committee with additional analyses and recommendations related to compensation of the CFO and all other executive direct reports to the CEO. The annual analysis includes market compensation data and a review of factors such as industry knowledge, level of experience, and skill set as to the compensation of the named executive officers. Neither the CEO nor the EVP, Human Resources makes recommendations with respect to his or her own compensation.

In 2020, Willis Towers Watson provided advice to the Compensation Committee regarding base pay, use of peer group data, benchmarking of unique job scopes, annual and long-term incentive design, and the CEO pay ratio along with a variety of other compensation-related topics. The Compensation Committee has assessed the independence of Willis Towers Watson pursuant to the SEC rules and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the Compensation Committee.

Attracting and incentivizing high caliber executive talent is a critical part of our compensation philosophy and leadership strategy. Therefore, integral to our approach for setting compensation levels is ensuring we have a competitive pay framework. In support of this objective, annually Willis Towers Watson provides the Compensation Committee with compensation data with respect to similarly sized manufacturing companies in the identified peer group and amongst similarly sized general industry companies from a published survey perspective. In 2020, the Compensation Committee considered both of these sources in determining competitive total direct compensation benchmarks for our CEO, CFO and for the EVP, Industrial NAM. Published industry specific market survey data was considered in determining market total direct compensation benchmarks for all other executive officers. The Compensation Committee has generally targeted the market median for total cash compensation of our named executive officers, with the opportunity to meet or exceed market median if the Company achieves outstanding financial performance in a particular year. The Committee has targeted long-term incentive grant values at or above market median, which may result in total direct compensation at or above the market median with outstanding financial performance.

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Peer group membership is also reviewed annually. In 2020 the Compensation Committee engaged Willis Towers Watson to evaluate the peer group to ensure alignment with the company's strategy in light of recent growth, as well as acquisitions in the clean energy industry. Following the review, the Compensation Committee approved changes to remove five companies. The five included Brady Corporation, EnPro Industries, Inc. and Graco Inc. due to business model misalignment, Enerpac Tool Group Corp. due to revenue size and Briggs & Stratton Corporation due to bankruptcy and subsequent transition to private ownership. The Compensation Committee also approved the addition of four new companies, including EnerSys, First Solar, Inc. Resideo Technologies, Inc., and SolarEdge Technologies Inc., each of which focus on storage, alternative power or home energy management. All four are within Generac's revenue range and are aligned with Generac's Clean Energy efforts and strategic direction. Following these changes, the Compensation Committee examined the compensation practices of the following peer group companies for 2021 compensation decisions: