UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Pursuant to §240.14a-12

PGT INNOVATIONS, INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒		No fee required.
☐		Fee paid previously with preliminary materials.
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Notice of 2022 Annual

Meeting of Stockholders

 

AGENDA ITEM				BOARD RECOMMENDATION				FOR MORE INFORMATION		2022 Annual Meeting of Stockholders   June 10, 2022   3:00 p.m. Eastern Time   Virtual Meeting via Live Webcast   www.virtualshareholdermeeting.com/ PGTI2022
1.		To elect three members of our Board of Directors, each to hold office for a three-year term or until such director’s successor shall have been duly elected or qualified (or, if earlier, such director’s removal or resignation from our Board of Directors).		✓		FOR (all three nominees)		Page 18
2.		Advisory vote to Approve PGT’s executive compensation (say-on-pay).		✓		FOR		Page 28
3.		To Approve an Amendment and Restatement of the 2019 Equity and Incentive Compensation Plan.		✓		FOR		Page 53
4.		Ratification of appointment of Ernst & Young LLP as PGT’s independent registered public accounting firm.		✓		FOR		Page 62
Note: We also will consider any other matters that may properly be brought before the Annual Meeting (and any postponements or adjournments of the Annual Meeting). As of the date of this proxy statement (“2022 Proxy Statement” or “Proxy Statement”), we have not received notice of any such matters.

HOW TO VOTE

Our Board of Directors has set April 11, 2022 as the record date for the 2022 annual meeting of stockholders (the “2022 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.

 

 

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 29, 2022. This Notice informs our stockholders how to access our Proxy Statement and our 2021 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.

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at ir.pgtinnovations.com. The questions and answers will remain available until PGT’s 2023 Proxy Statement is filed. We also encourage you to read our Annual Report on Form 10-K available at www.proxydocs.com/PGTI.

Ryan S. Quinn

General Counsel & Corporate Secretary

DEAR FELLOW STOCKHOLDERS

We achieved continued strong growth in 2021, reporting record sales despite many challenges across the U.S. economy and ongoing effects of the global pandemic. Most importantly, we succeeded while maintaining our first priority, the health and safety of our team members, families, customers, and communities.

Each of our 5,500 plus team members has 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 PGT Innovations.

In addition to the various, long-standing development and advancement opportunities we offer to our team members, we have also actualized the following efforts to further demonstrate our deep appreciation of our team’s commitment to our Company’s success over the past several years:

 

•

granted shares of common stock to our team members, including our hourly team members, with at least one year of tenure, in 2019 and 2020;

 

•

increased wages in 2021;

 

•

opened a training center in 2022 for our team members;

 

•

provided a total of $285,600 in scholarship dollars to the children of eligible team members who are pursuing secondary education in a trade school or college;

 

•

provided a tuition reimbursement program that provides eligible team members up to $50,000 lifetime for courses related to current or future roles at the Company; and

 

•

established a Commercial Driver’s License (CDL) driver certification training course for our existing team members allowing such team members to obtain their CDL.

Over the course of 2021 and by the end of 2022 we will have invested $29.5 million in our team members through starting wage increases, training, education, and healthcare.

FINANCIAL HIGHLIGHTS

Full year fiscal 2021 sales grew 31.6% to a record $1.16 billion, including $107.1 million of sales contribution from Anlin Windows & Doors and our 75% ownership stake in Eco Window Systems, both acquired during 2021. Excluding sales from all 2021 acquisitions, our organic growth of $164.4 million or 18.6% reflected the increase in demand we’ve seen across all our core markets in 2021 compared to 2020, with especially strong growth in the NewSouth and Western Window brands.

Our 2021 performance is a credit to the exceptional dedication to customer service of our approximately 5,500 team members, who facilitated our Company’s continued growth and enabled us to navigate macroeconomic headwinds, including a tight labor market, supply chain constraints, and increasing commodity prices across the supply chain. Although we initiated a number of pricing actions to offset these inflationary pressures, we incurred some expenses that negatively impacted profit margins before we began to benefit from higher prices.

Overall, I am extremely proud of the results our team was able to accomplish, in large part because of proactive actions taken throughout 2021. To position the Company to grow, we have aggressively increased hiring, especially in our Florida facilities, implemented operational improvements in manufacturing and distribution, expanded our geographic footprint through strategic acquisitions, and diligently managed our supply of glass, aluminum, and other key inputs. Our strategic execution enabled us to grow product shipments in 2021 and position PGT Innovations to meet strong demand across our key markets in 2022 and beyond.

STRATEGIC PILLARS

PGT Innovations’ average annual growth rate has exceeded 20% over the past 10 years. Implementation of our strategic framework enabled us to achieve this level of growth, and we believe it can help us to create long-term value for stockholders while serving our customers and communities. Our pillars are:

1.    Customer-centric innovation: Through investment in R&D, we seek to anticipate builder and consumer preferences to bring products to market that deliver the performance and value they demand. Our marketing strategies have enabled us to gain insights into the market needs that are driving sales, and we will continue to evolve with the dynamic housing market.

2.    Attracting talent: Success depends on having employees with the right skills in the geographic areas where they are needed. Notwithstanding the tight U.S. labor market, we increased headcount by approximately 2,000 team members in 2021 to support growth in the years ahead. In order to source talent, we work hard to be an employer of choice and enable our team members to grow their careers. We attract and retain talent through active communications; competitive compensation packages, including long-term incentive programs; and an emphasis on workplace safety and a culture where our team members know they’re appreciated.

3.    Scaling our business: In 2021, in addition to increasing hiring, we focused on building our capacity and capabilities to accommodate the large backlog of existing orders and anticipated demand growth. We leased a new facility to increase warehouse capacity in Southeast Florida, which improved our fulfillment capabilities and created additional space to increase production. Our strategy has allowed us to increase capacity throughout 2021 and positions us for future growth.

4.    Strategically allocating capital: Prudent capital allocation can support profitable growth and generate stockholder value over the long term. These capital allocation priorities are:

 

•

Internal investment in projects expected to result in organic revenue growth and/or improved margins. We have boosted production output by adding critical vinyl and glass manufacturing equipment to alleviate ongoing supply challenges.

 

•

Debt reduction to maintain a strong balance sheet. We have a proven track record of deleveraging after acquisitions and expect to continue that approach.

 

•

Strategic acquisitions aligned with growth priorities are expected to grow stockholder value over the long term. In the first quarter of 2021, we purchased a 75% ownership stake in Eco Window Systems, which vertically integrated glass production to increase capacity and expand our market footprint in Florida. In the fourth quarter of 2021, we acquired Anlin Windows & Doors to expand our dealer network in the high-growth West Coast region. Over time, we will continue to look for accretive acquisition opportunities to support further expansion into new markets, new channels, and other building product categories that offer strong growth potential and attractive margins.

CORPORATE RESPONSIBILITY

At PGT Innovations, our responsibility to the environment, human capital management, and sound corporate governance is something we take very seriously. We believe our enduring commitment to corporate responsibility will help create long-term value for our stakeholders and position our business for success in the future. A detailed description of our environmental, social and governance programs and initiatives can be found beginning on page 13 of the Proxy Statement.

LOOKING AHEAD

Entering 2022, we saw impressive strength in both new construction and repair and remodeling. Housing inventory remains tight, and we expect demand to be strong through the remainder of 2022, especially in our core Florida market. We are also seeing growing demand for our Western Windows Systems products in our Western markets of California, Arizona, and Texas, and we will continue to invest to ensure we can meet this growing demand.

I am very excited about our future. Given our market strength, differentiated products and tremendous talent, we believe PGT Innovations has never been in a better position to achieve its strategic initiatives and create long-term value for our stockholders. I thank you for your support and look forward to updating you on our progress.

 

Jeffrey T. Jackson

President and Chief Executive Officer

Table of Contents

 

		Page
PROXY SUMMARY			1
2022 Annual Meeting of Stockholders			1
Agenda			1
2021 PERFORMANCE HIGHLIGHTS			1
BOARD HIGHLIGHTS			1
Board Overview			2
Experience and Expertise			2
Board and Committee Memberships			2
EXECUTIVE COMPENSATION HIGHLIGHTS			3
STOCKHOLDER VALUE DELIVERED			3
STOCKHOLDER ENGAGEMENT			4
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			4
Related-Person Transaction Policy			4
CORPORATE GOVERNANCE			5
Corporate Governance Practices			5
Board of Directors Responsibilities and Structure			5
The Board’s Role in Strategy			5
Board of Directors Leadership and Structure			7
Board of Directors Meetings			7
Director Independence			7
Executive Sessions of Non-Management Directors			8
Corporate Governance Guidelines and Code of Business Conduct and Ethics			8
Assessment of Director Candidates and Required Qualifications			9
Stockholder Recommendations and Nominations for Election to the Board			9
Board Evaluation Process			9
Board Committees and Charters			10
Audit Committee			10
Compensation Committee			11
Governance Committee			11
Finance and Transaction Committee			11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			12
STOCKHOLDER ENGAGEMENT PROCESS			12
Investor Outreach			12
Stockholder Communications with the Board of Directors			12
ENVIRONMENTAL, SOCIAL AND GOVERNANCE APPROACH			13
Environmental			14
Our People			15
Governance			17
PROPOSAL 1 - ELECTION OF DIRECTORS			18
Class I - Directors with Terms Expiring in 2022			19
Continuing Directors			22
Class II - Directors with Terms Expiring in 2023			22
Class III - Directors with Terms Expiring in 2024			24
Election Mechanics			26
Director Compensation			26
Overview of Our Compensation Program for Non-Employee Directors			26
Non-Employee Director Compensation Elements for 2021			26
Director Compensation for 2021			27
PROPOSAL 2 - APPROVAL, ON ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION			28
COMPENSATION COMMITTEE REPORT			29
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS			30
Information Concerning Named Executive Officers			31

 

 

PGT Innovations 2022 Proxy Statement | Table of Contains        i

		Page
Compensation Philosophy and Objectives			32
Roles and Responsibilities of Compensation Committee, Compensation Consultants and Management in Compensation Determinations			33
Use of Peer Group Data			33
Compensation Governance			34
Prohibition Against Hedging and Pledging			34
Compensation Elements We Used in 2021			35
Annual Base Salary			35
Annual Cash Incentive Plan			36
Long-Term Incentive Plan			38
Executive Benefits and Perquisites			41
Other Compensation			41
Policy on Compensation Tax Deductibility			41
Risk Assessment in Compensation Programs			41
Summary Compensation Table			42
Grants of Plan - Based Awards for 2021			44
Outstanding Equity Awards at Year-End 2021			46
Option Exercises and Stock Vested Table			47
Employment Agreements			47
Summary of Termination Payments and Benefits			49
2021 Annual Incentive Plan			49
2021 Long-Term Incentive Plan			49
Change in Control Agreements			50
EQUITY COMPENSATION PLAN INFORMATION			51
CEO PAY RATIO			52
PROPOSAL 3 - APPROVAL OF AMENDMENT AND RESTATEMENT OF 2019 EQUITY AND INCENTIVE COMPENSATION PLAN			53
General			53
Why We Believe You Should Vote for this Proposal			53
Summary of Plan Terms			55
New Plan Benefits			60
U.S. Federal Income Tax Consequences			60
Tax Consequences to Participants			60
Tax Consequences to the Company or its Subsidiaries			61
Registration with the SEC			61
Vote Required for Approval			61
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF ACCOUNTING FIRM			62
General			62
Change in Independent Registered Public Accounting Firm			62
Principal Accountant Fees and Services			63
Fees Paid to the Principal Accountant			63
AUDIT COMMITTEE REPORT			64
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			65
INFORMATION ABOUT THE MEETING, VOTING AND PROXIES			66
Date, Time and Place of Meeting			66
Internet Availability of Proxy Materials			66
Record Date, Outstanding Shares and Quorum			67
How to Know if You’re a Stockholder of Record or a Beneficial Owner			67
Required Vote			67
Voting and Revoking Proxies			68
Soliciting Proxies			69
Voting Results			69
Annual Report on Form 10-K and Additional Material			69
“Householding” of Proxy Materials and Annual Reports			70
Stockholder Proposals and Nominations for the 2023 Annual Meeting of Stockholders			70

 

 

 

Table of Contains | PGT Innovations 2022 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 PGT stockholders beginning on April 29, 2022.

2022 ANNUAL MEETING OF STOCKHOLDERS

 

Date and Time June 10, 2022 at 3:00 p.m. Eastern Time

Place www.virtualshareholdermeeting.com/PGTI2022

Record Date April 11, 2022

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

AGENDA

 

Proposal				Board Recommendation				For More Information
1.		Election of three directors		✓		FOR (all nominees)		Page 18
2.		Advisory vote to approve PGT’s executive compensation (say-on-pay)		✓		FOR		Page 28
3.		Approval of an Amendment and Restatement of the 2019 Equity and Incentive Compensation Plan		✓		FOR		Page 53
4.		Ratification of appointment of Ernst & Young LLP as PGT’s independent registered public accounting firm		✓		FOR		Page 62

2021 Performance Highlights

In fiscal 2021, the ongoing impact of COVID-19 created significant challenges for our business and operations. However, despite these significant challenges, during 2021, we experienced increases in sales at both our Southeast and Western segments, as demand in our key markets of Florida, Arizona and California continued to increase, and the strong order entries we reported in prior quarters have translated into higher shipments in 2021. Our sales grew to $1.16 billion in our 2021 fiscal year, an increase of $279 million, or 32 percent, compared to $883 million in 2020. Sales in 2021 include a combined $107 million in sales from our Eco and Anlin acquisitions. Excluding sales from all 2021 acquisitions, we experienced solid organic growth of $164 million, or nearly 19 percent, in 2021, compared to 2020.

Board Highlights

Our Board of Directors is committed to maintain 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.

 

 

 

PGT Innovations 2022 Proxy Statement | Proxy Summary        1

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: 5 of 10

M&A EXPERTISE: 5 of 10

FINANCIAL MATTERS: 6 of 10

OTHER PUBLIC COMPANY BOARD EXPERIENCE: 5 of 10

BOARD AND COMMITTEE MEMBERSHIPS

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

 

DIRECTOR

AGE

DIRECTOR SINCE

PRINCIPAL OCCUPATION

OTHER PUBLIC COMPANY BOARDS

INDEPENDENT

AUDIT

COMPENSATION

GOVERNANCE

TRANSACTION

Xavier F. Boza

57

2021

Chief Human Resources Officer of Flex Ltd.

0

●

●

Alexander R. Castaldi

72

2004

Former Managing Director of JLL Partners, Inc.

0

●

C

William J. Morgan

75

2007

Former Partner of KPMG LLP

0

●

C

●

Richard D. Feintuch

69

2006

Former Partner of Wachtell, Lipton, Rosen & Katz

0

●

●

C

Jeffrey T. Jackson

56

2016

President and CEO of PGT Innovations, Inc.

0

Brett N. Milgrim

53

2003

Former Managing Director of JLL Partners, Inc.

2

●

●

Frances Powell Hawes

67

2019

Former Chief Financial Officer of NCI Building Systems, Inc.

2

●

●

Sheree L. Bargabos

66

2016

Former President of Owens Corning, Roofing and Asphalt division

0

●

●

Rodney Hershberger

65

2004

Former Chief Executive Officer of PGT Innovations, Inc.

0

C

Floyd F. Sherman

82

2005

Former Chief Executive Officer of Builders FirstSource, Inc.

1

●

●

●

Number of meetings in fiscal 2021

8

 

(1)	“C” indicates a committee chair.

 

 

 

Proxy Summary | PGT Innovations 2022 Proxy Statement        2

Executive Compensation Highlights

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

 

What we do:						What we don’t do:
✓  Grant performance-based equity incentive awards to our named executive officers (“NEOs”).   ✓  Maintain a clawback policy that applies to our equity compensation awards.   ✓  Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.   ✓  Retain an independent compensation consultant.   ✓  Maintain stock ownership guidelines requiring our CEO to hold an aggregate amount of vested and unvested Company equity that equals six times his annual base salary.   ✓  Maintain a minimum vesting period of one year for all equity awards.						x No excise tax gross-up.   x No supplemental company-paid retirement benefits.   x No repricing of stock options without stockholder approval.   x No granting of discounted or reload stock options.   x No guaranteed annual salary increases or bonuses.

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.

 

 

 

PGT Innovations 2022 Proxy Statement | Proxy Summary        3

Stockholder Engagement

At PGT, we strive to engage with stockholders on a consistent basis so as to better understand their perspectives and concerns. We held Analyst & Investor Days, investor outreach programs and have direct communication channels between stockholders and the Board of Directors. In December 2019, we held our Analyst & Investor Day where our management team discussed, among other things, PGT’s fiscal 2019 performance, our short- and long-term strategies for growth and our 2020 financial outlook. We hope to hold Analyst & Investor Days in the future as the impacts of COVID-19 diminish. 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 detail about our stockholder engagement programs, including a summary of the feedback we received during those meetings.

Certain Relationships and Related Transactions

RELATED-PERSON TRANSACTION POLICY

Our Board of Directors has adopted a policy setting forth the procedures we undertake while reviewing and approving related-person transactions. The policy covers any transaction, arrangement or relationship in which we are or will be a participant, and in which any related-person had, has or will have a direct or indirect interest other than (a) employment relationships or transactions involving an executive officer and any related compensation solely resulting from such employment if such compensation was approved, or recommended to our Board of Directors for approval, by the Compensation Committee; (b) compensation for serving as a director; (c) payments arising solely from the ownership of our equity securities in which all holders of that class of equity securities received the same benefit on a pro rata basis; or (d) such other exclusions as may be permitted pursuant to applicable rules and regulations of the SEC or any stock exchange upon which our common stock may then be listed.

All related-person transactions are reviewed and, as appropriate, may be approved or ratified by the Audit Committee. If a director is involved in the transaction, the director may not participate in any review, approval or ratification of such transaction. Related-person transactions are approved by the Audit Committee only if, based on all the facts and circumstances, they are in, or not inconsistent with, the best interests of the Company and the best interests of our stockholders. The Audit Committee considers, among other factors it deems appropriate, whether the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The Audit Committee may also impose such conditions as it deems necessary and appropriate on the Company or the related person in connection with the transaction.

Under the policy, “related-person” means: (1) any of our directors, director nominees or executive officers; (2) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; (3) any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of, and/or any other person (other than a tenant or employee) sharing the household of, any person named in (2) or (3) above; (4) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above serves as an employee, executive officer, partner or principal (or other similar position); and (5) any firm, corporation or other entity or organization (profit or not-for-profit) for which any person named in (1)-(2) above has a 5% or greater beneficial ownership interest.

Under the policy, all related-person transactions where the amount involved exceeds $120,000 must be reviewed by either our Audit Committee or another independent body of our Board of Directors.

EMPLOYMENT OF FAMILY MEMBER

Benji Hershberger serves as Vice President, Customer Care and Field Service for the Company. Mr. Hershberger is the son of Rodney Hershberger, the Chair of our Board of Directors. As a result of his employment, Mr. Hershberger received annual compensation of $403,202.10 in 2021, which included the full value of the shares of restricted stock awards granted to Mr. Hershberger in 2021.

 

 

 

Proxy Summary | PGT Innovations 2022 Proxy Statement        4

Corporate Governance Practices

PGT 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 Practices, Composition, Accountability and Independence				Alignment with Stockholder Interests
•  80% of our directors are independent.   •  Separate CEO and Chair roles.   •  “Plurality Plus” vote for director elections.   •  20% of directors are female.   •  Annual Board and committee evaluations.   •  Written Governance Guidelines clearly defining the role of the Board of Directors.				•  One vote per share.   •  Not a controlled company.   •  Stock ownership guidelines for CEO.   •  Mandatory retirement age for directors.

Board of Directors Responsibilities and Structure

ROLES

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

 

Assesses PGT’s financial and corporate governance performance to determine whether PGT’s policies and practices create value for PGT’s stockholders.				Approves acquisitions, divestitures and investments and associated financing, employee retention and compensation arrangements.				Oversees the determination of executive compensation, benefit and related plans, policies and agreements, including those to be submitted to the stockholders for final approval.

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

 

 

 

PGT Innovations 2022 Proxy Statement | Corporate Governance        5

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

 

•

Regularly review and discuss significant risks with management, including through reviews of annual operating plans, financial performance, merger and acquisition opportunities, market environment updates and presentations on specific risks.

 

•

Consider regular reports form each committee regarding risk matters under its purview.

 

Audit Committee		Compensation Committee		Governance Committee		Finance and Transaction Committee
•  Maintains the integrity of our financial statements.   •  Assesses the effectiveness of our internal control over financial reporting.   •  Reviews the qualifications and independence of our independent registered public accounting firm.   •  Oversees the performance of our internal audit function and independent registered public accounting firm.   •  Ensures our compliance with legal and regulatory requirements.		•  Annually reviews and recommends compensation, including incentive opportunities, for our executive officers.   •  Periodically reviews and recommends employment agreements, severance arrangements, change-in-control agreements, and special or supplemental compensation or benefits for our executive officers.   •  Oversees the administration of stockholder approved incentive and benefit plans.   •  Annually reviews and recommends director compensation.   •  Provides an annual Compensation Committee Report.		•  Identifies, evaluates and recommends candidates for election to our Board of Directors.   •  Oversees our corporate governance practices and procedures.   •  Reviews environmental, social and governance efforts that management has implemented to monitor and address the Company’s impact on environmental and social issues.   •  Periodically reviews the Company’s management succession planning, and the Board of Director’s director succession planning.   •  Oversees the annual evaluation of the Board of Directors.		•  Reviews and assesses, and assists the Board of Directors in reviewing and assessing, potential acquisitions, divestitures and investments.   •  Conducts periodic reviews of completed transactions.   •  Reviews financing and capitalization strategies of the Company.   •  Oversees stock repurchase plans approved by the Board of Directors.

 

 

 

Corporate Governance | PGT Innovations 2022 Proxy Statement        6

Board of Directors Leadership and Structure

Mr. Hershberger serves as Chair of our Board of Directors 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.

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 recently-retired, former Chief Executive Officer facilitates information flow between management and our Board of Directors, which are essential to 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 eight meetings during fiscal 2021.

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 “Investors” 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 2021 annual meeting of stockholders.

For 2021, each of our directors attended 76% 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, 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.

In response to feedback from our stockholder engagement efforts, the Board of Directors revised the Corporate Governance Guidelines in 2018 to include a “Plurality Plus” voting standard for uncontested director elections. Under our Plurality Plus voting standard, 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 “Investors” 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 “Investors” section of our Company website at www.pgtinnovations.com in the section titled “Corporate Governance,” or by written request to the Company at the address appearing on the first page of this Proxy Statement to the attention of our 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.

 

 

 

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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 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 “Other Business – Stockholder Proposals or Director Nominations for the 2023 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.

 

CURRENT MEMBERS		Audit Committee
William J. Morgan (Chair)   Richard D. Feintuch Frances Powell Hawes   NUMBER OF MEETINGS HELD IN FISCAL 2021   4		The Audit Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at ir.pgtinnovations.com/corporate-governance (not hereby incorporated by reference). The Audit Committee assists our Board of Directors in fulfilling its responsibilities with respect to the oversight of the accounting and financial reporting practices of the Company, including oversight of the integrity of our financial statements and compliance with legal and regulatory requirements, and the qualifications, independence and performance of our independent registered public accounting firm. The Audit Committee also reviews the adequacy of staff and management performance and procedures in connection with financial and disclosure controls, including our system to monitor and manage business risks and legal and ethical compliance programs. The Audit Committee also is charged with preparation of an audit committee report, retention and termination of our independent registered public accounting firm, annual review of the report of our independent registered public accounting firm, and discussion with our independent registered public accounting firm of the audited annual and unaudited quarterly financial statements of the Company and any audit problems or difficulties and management’s response thereto.   Our Board has determined that each member of the Audit Committee is both independent (as that term is defined by the NYSE Rules and SEC rules and regulations related to audit committee members) and financially literate as required by the NYSE Rules, and that Mr. Morgan and Ms. Powell Hawes are “financial experts” as defined by SEC rules and regulations.

 

 

 

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CURRENT MEMBERS		Compensation Committee
Alexander Castaldi (Chair)   Xavier Boza Floyd Sherman   NUMBER OF MEETINGS HELD IN FISCAL 2021   3		The Compensation Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at ir.pgtinnovations.com/corporate-governance (not hereby incorporated by reference). The Compensation Committee reviews, and recommends to our Board of Directors, compensation of our executive officers, including our Chief Executive Officer. The Compensation Committee also evaluates annually the appropriate level of compensation for our Board of Directors and Committee service by members of the Board based on appropriate factors as determined by the Compensation Committee, and report to our Board of Directors. In addition, the Compensation Committee determines participants and levels of awards to be granted under our equity incentive plans. For information about our compensation program, the role of the Compensation Committee and the engagement of compensation consultants in setting executive compensation, see “Executive Compensation – Compensation Discussion and Analysis.”   Each member of the Compensation Committee is independent under the NYSE Rules, and each member is also a “Non-Employee Director,” as defined in SEC Rule 16(b)-3. The Compensation Committee held a portion of each regularly scheduled meeting in closed session with only the committee members present.

 

CURRENT MEMBERS		Governance Committee
Richard D. Feintuch (Chair)   Sheree Bargabos William J. Morgan   NUMBER OF MEETINGS HELD IN FISCAL 2021   1		The Governance Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at ir.pgtinnovations.com/corporate-governance (not hereby incorporated by reference). The Governance Committee advises our Board of Directors on corporate governance matters and, among other things, assists our Board of Directors in identifying and recommending qualified director candidates. The Governance Committee also reviews and makes recommendations to our Board of Directors on the size and composition of our Board of Directors, independence determinations with respect to continuing and prospective directors, assignments to committees of our Board of Directors and resignations of directors, when appropriate. The Governance Committee also oversees the evaluation of our Board of Directors, the committees and individual directors.   Our Board has determined that each member of the Governance Committee is independent under both the NYSE Rules and SEC rules and regulations.

 

CURRENT MEMBERS		Finance and Transaction Committee
Rodney Hershberger (Chair)   Brett Milgrim Floyd Sherman		The Finance and Transaction Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at ir.pgtinnovations.com/corporate-governance (not hereby incorporated by reference). The Finance and Transaction Committee is responsible for reviewing and assessing, and assisting the Board in reviewing and assessing, potential strategic acquisitions, divestitures and investments, and related financing and strategies. The Finance and Transaction Committee also conducts periodic reviews of completed transactions and oversees stock repurchase plans approved by the Board.

 

 

 

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Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of independent, non-employee directors only. Messrs. Castaldi, Milgrim, and Sherman served as members of our Compensation Committee in fiscal 2021. No interlocking relationship existed during 2021 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 PGT, 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:

 

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Financial results;

 

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Financial outlook;

 

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Environmental, social and governance matters;

 

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Corporate strategy and priorities;

 

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Key initiatives across various lines of business; and

 

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The health of the Company’s balance sheet and capital allocation philosophy.

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:

 

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Do not relate to the business or affairs of our Company or the functioning or constitution of our Board of Directors or any of its committees;

 

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Relate to routine or insignificant matters that do not warrant the attention of our Board of Directors;

 

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Are advertisements or other commercial solicitations;

 

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Are frivolous or offensive; or

 

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Are otherwise not appropriate for delivery to directors.

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

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. Those steps and related accomplishments have included:

 

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Continued comprehensive scrap/waste audit and reduction program at our largest Florida manufacturing facilities, which resulted in the amount of scrap materials those production facilities generated in 2021 being approximately 29.4 million pounds;

 

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Continued adoption of waste recycling programs that resulted in us identifying and recycling more than 74% of the production scrap materials we generated during 2021, with a goal of further improvement in 2022;

 

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Recycling approximately 21 million pounds of materials in 2021 (which otherwise would have been disposed of in landfills), including approximately 11 million pounds of glass, 7 million pounds of aluminum, and more than 3 million pounds of vinyl and interlayer materials;

 

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Our full-time environmental specialist continues to work as part of our Environmental, Health and Safety team to gather data and identify opportunities to further reduce our environmental impacts; and

 

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Installing electric car charging stations at our Venice, Florida facility, which is our largest location, and exploring opportunities to install them at other locations as well. Our plans include extending this practice to additional sites in 2022.

Environmental Sustainability

In 2021, we focused more closely 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.

We continue to research zero-landfill disposal options for the manufacturing waste generated at our production facilities that is not currently recycled. Our Fort Myers facility started up its manufacturing operations with landfill-free chemical-related waste disposal and has diverted over 1 ton of chemical-related manufacturing waste from the landfill since operations began in July 2021.

We are continuing to track the effects of this transition on our environmental footprint over time. Compared with 2019, the total volatile organic compounds emitted by our headquarters manufacturing operations in 2021 was reduced by approximately 60%.

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. We did not directly utilize any renewable energy sources in 2020. In 2021, we started investigating the potential for installing solar panels at our headquarters in the future to offset a portion of the electricity used in our manufacturing operations and reduce our carbon footprint.

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. Finally, we are partnering with a large, internationally-known tractor-truck manufacturer to beta-test electric trucks that we may utilize in the future.

 

 

 

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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, during 2021, our new, energy-efficient windows and doors were used in the replacement of older, less energy-efficient windows and doors in more than 32,000 residences. We believe that the replacement of those older windows and doors with our products will result in those homes utilizing approximately 65 million fewer kilowatt hours of electricity on an annual basis. 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. Specifically, our total recordable incident rate (a measurement of the number of OSHA recordable incidents per 100 full-time workers during a one-year period) was 3.45 in 2021, an improvement of more than 50% since 2017. We believe these improvements in worker safety are due to the workplace safety initiatives we have taken, including:

 

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Increasing the size, experience and other qualifications of our environment, health and safety (EH&S) staff;

 

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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;

 

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Continuing focus and improvement of our “Serious Six” OSHA compliance training program;

 

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Increasing focus on “Leading Indicators” to help resolve unsafe conditions and behaviors prior to an injury;

 

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Implementing ergonomics-related safety improvements, which has reduced ergonomic injuries by over 30% from 2019;

 

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Training team members to identify and quickly address potentially unsafe activities and practices;

 

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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;

 

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Partnering with vendors to obtain high quality personal protective equipment and related training;

 

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Developing a system of in-house trainers to ensure that critical safety topics are conducted in a timely manner; and

 

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Providing onsite physical therapy and fitness centers to our employees at our Venice, Florida site and other facilities.

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. The average hourly wage, excluding incentive compensation, of a full-time hourly employee of the Company was approximately $17.70 as of January 3, 2022, with approximately one-half of those hourly employees earning an average hourly wage of approximately $16.00 or more. The average total compensation, including incentive compensation and benefits, for a full-time hourly employee of our Company in 2021 was $58,150. We are currently evaluating the market and our minimum starting wage for a full-time hourly team member.

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. The 2020 annualized voluntary turnover rate in our workforce generally was flat as compared to 2019. 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.

PGT respects the rights of workers of other companies who provide products and services to PGT. 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.

 

 

 

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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 have had or currently have female executives in several of our senior leadership roles, including the positions of Vice President of Marketing, Chief Human Resources Officer, and President of our NewSouth business. Our diversity and inclusion initiatives include:

 

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PGT Innovations Leading Ladies, a program designed to identify, develop and mentor female employees who have demonstrated potential for serving as leaders within our organization;

 

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Annual diversity & inclusion training;

 

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Dale Carnegie, a program that helps our managers understand how to appreciate, respect and value individual differences and behaviors; and

 

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CORE - Creating Open Relationships Every Day, drives loyalty, engagement, inclusion and affiliation. This training is presented to leaders annually and facilitates discussion related engagement topics centered around celebrate and appreciate, demonstrating pride, being fair, accountability and the importance of communication.

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:

 

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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;

 

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Providing management development training to all of our management-level employees in 2021, including compliance, ethics and leadership training;

 

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Conducting formal feedback sessions quarterly between our employees and their supervisors on their collaboration and development, and informal sessions on a weekly basis;

 

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Providing employees with recurring training on critical issues such as safety and security, compliance, ethics and integrity and information security;

 

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Gathering engagement feedback from our employees on a regular basis and responding to that feedback in a variety of ways including personal, one-on-one interactions, team meetings, leadership communications, and town hall meetings with employees, led by senior executives;

 

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Offering a tuition reimbursement program that provides eligible employees up to $50,000 lifetime for courses related to current or future roles at the Company;

 

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Providing scholarship dollars to the children of eligible employees who are pursuing secondary education in a trade school or college;

 

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Offering health benefits for all eligible employees, including our eligible hourly employees;

 

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Providing confidential counseling for employees through our employee assistance program;

 

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Providing paid time off to eligible employees;

 

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Matching employees’ 401(k) plan contributions of up to 3% of eligible pay after one year of service;

 

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Making one-time equity grants in 2019 and 2020 to all employees, including hourly employees, with at least one year of tenure who do not participate in the Company’s equity and incentive compensation plan;

 

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Offering an employee stock purchase program for eligible employees;

 

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Providing a Company-subsidized childcare center for the employees of our Venice, Florida facility; and

 

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Offering employees an hourly incentive program that monetarily rewards employees for improving operational efficiency and productivity along with quality and material utilization. We call this BOOM.

 

 

 

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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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Truckers Against Trafficking. While human trafficking takes place in many forms and places, roadways and related infrastructure serve as a prime breeding ground for trafficking. Commercial Driver License (CDL) holders play a pivotal role in the fight against this horrendous crime, serving as the eyes and ears of our highways. All of our CDL drivers, field service technicians and sales representatives have been trained to look for signs of human trafficking and how to report it. This training was executed through the Highway Heroes program in association with the Florida Attorney General. We furthered our partnership with the Florida Attorney General by becoming a founding member of the 100% Club and pledging to train 100% of our team members on identifying and reporting human trafficking.

 

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Hurricane Relief. Staying true to our roots of serving communities that have been impacted by hurricanes, we hosted a hurricane relief event in New Orleans following Hurricane Ida. Through that 4-hour event, we were able to distribute supplies to more than 1,000 families.

 

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PGTI University. PGTI University, our dealer education and training group, worked with technical colleges in the Venice, Florida area to provide education and real-world skills training to students as part of their course curriculum.

 

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Pathway to PGTI. Pathway to PGTI is a program that we created to reach the future workforce that is currently still in high school. This program is one of the ways we’re working with high school students to provide education and real-world skills training to offset the challenges our industry is seeing with generating interest in manufacturing careers among younger generations.

GOVERNANCE

PGT is 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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Stock ownership guidelines for our CEO that require the CEO to hold an aggregate amount of vested and unvested Company equity that equals six times his annual base salary;

 

•

A clawback policy, which gives the independent members of the Board, upon the recommendation of the Compensation Committee, the authority to claw back from the Company’s executive officers all or a portion of the incentive compensation paid to the executive officers in the event the Company is required to restate its financial statements, where those officers would not have earned all or that portion of the incentive compensation paid to them, based upon the Company’s performance as measured by the restated financial statements, regardless of whether any executive officer engaged in wrongdoing or misconduct in connection with the financial statements that the Company had to restate; and

 

•

Full Board cybersecurity training, and regular cybersecurity updates.

 

 

 

PGT Innovations 2022 Proxy Statement | Corporate Governance        17

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. Boza Mr. Castaldi, and Mr. Morgan to be elected during the Annual Meeting to serve again as Class I directors until our 2025 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. We have no reason to believe that any of the nominees will be unable to serve.

 

✓		THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF THESE THREE CLASS I DIRECTOR NOMINEES.

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.

 

Name		Age		Class and Position		Date Elected or Appointed Director
Xavier F. Boza*		57		Class I Director		2021
Alexander R. Castaldi*		72		Class I Director		2004
William J. Morgan*		75		Class I Director		2007
Richard D. Feintuch*		69		Class II Director		2006
Jeffrey T. Jackson		56		Class II Director		2016
Brett N. Milgrim*		53		Class II Director		2003
Frances Powell Hawes*		67		Class II Director		2019
Sheree L. Bargabos*		66		Class III Director		2016
Rodney Hershberger		65		Class III Director		2004
Floyd F. Sherman*		82		Class III Director		2005

 

*	Denotes director whom our Board of Directors has affirmatively determined to be independent.

 

 

 

Proposal 1 - Election of Directors | PGT Innovations 2022 Proxy Statement        18

CLASS I - DIRECTORS WITH TERMS EXPIRING IN 2022

 

		Xavier F. Boza Chief Human Resources Officer of Flex Ltd. Director Since: 2021 Age: 57
Committees: •  Compensation Committee		Biography Mr. Boza became a director in 2021. Mr. Boza has served in senior human resources positions with public companies for more than twenty years, including in his current role as Chief Human Resources Officer of Flex Ltd. Prior to joining Flex, Mr. Boza was Executive Vice President and Chief Human Resources Officer of Campbell Soup Company, Inc., which he joined in 2015. Mr. Boza joined Campbell as Vice President of Human Resources of its Global Biscuits and Snacks division, serving in that role from 2015 to 2017, then served as Vice President of Human Resources of Global Operations from 2017 to 2018. He was promoted to Senior Vice President and Chief Human Resources Officer in 2018 and became Executive Vice President in 2019. Prior to joining Campbell, Mr. Boza was with the Kellogg Company as Regional Vice President of Human Resources and Global Supply Chain for Kellogg Latin America from 2013 to 2015. Prior to joining Kellogg, Mr. Boza was with Kraft Foods Group, Inc. from 2009 to 2013 in various management roles in human resources with increasing levels of responsibility, from Director to Head of Human Resources, serving domestically and internationally.		Relevant Expertise The Board recognizes Mr. Boza’s extensive human capital management experience, as well as his significant experience assisting with the development and implementation of new strategic plans and business models, managing corporate restructurings, identifying operating synergies and assisting executive officers with aligning management and labor structures with corporate strategies as being of great value to the Company, its stockholders, and the Compensation Committee of the Board of Directors.   Other Public Company Boards

 

 

 

PGT Innovations 2022 Proxy Statement | Proposal 1 - Election of Directors        19

		Alexander R. Castaldi Former Managing Director of JLL Partners, Inc. Director Since: 2004 Age: 72
Committees: •  Compensation Committee (Chair)		Biography Mr. Castaldi became a director in 2004. Mr. Castaldi was a Managing Director of JLL Partners, Inc., which he joined in 2003, until his retirement in August 2018, and was previously a chief financial officer of three management buyouts. He was most recently Executive Vice President, Chief Financial Officer and Administration Officer of Remington Products Company. Previously, Mr. Castaldi was Vice President and Chief Financial Officer at Uniroyal Chemical Company. From 1990 until 1995, he was Senior Vice President and Chief Financial Officer at Kendall International, Inc. During the 1980s, Mr. Castaldi was also Vice President, Controller of Duracell, Inc. and Uniroyal, Inc. From 2004 to February 2006, Mr. Castaldi served as a director of Builders FirstSource, Inc.		Relevant Expertise The Board recognizes the vast experience at the senior executive management level which Mr. Castaldi possesses and deems it to be of great value to the Company and its stockholders.   Other Public Company Boards

 

 

 

Proposal 1 - Election of Directors | PGT Innovations 2022 Proxy Statement        20

		William J. Morgan Former Partner of KPMG LLP Director Since: 2007 Age: 75
Committees: •  Audit Committee (Chair) •  Governance Committee		Biography Mr. Morgan became a director in 2007. Mr. Morgan is a retired partner of the accounting firm KPMG LLP (“KPMG”) where he served clients in the industrial and consumer market practices. From 2004 until 2006, he was the Chairman of KPMG’s Audit Quality Council and, from 2002 until 2006, he was a member of its Independence Disciplinary Committee. Mr. Morgan was the Lead Partner for the Chairman’s 25 Partner Leadership Development Program and continued through 2009 to provide services to KPMG as an independent consultant to its leadership development group and as Dean of the then current Chairman’s 25 Partner Leadership Development Program. He previously served as the Managing Partner of the Stamford, Connecticut office and as a member of the board of directors for KPMG LLP and KPMG Americas. Mr. Morgan served as a member of the board of directors of Barnes Group, Inc. from 2006 to present and in that time served as the Chairman of its Audit Committee and a member of the Executive and Corporate Governance Committees. Mr. Morgan will step off the board of directors of Barnes Group in May 2022 in accordance with Barnes Group’s term limit policy. Mr. Morgan was a member of the Board of Directors and Audit Committee of The J.G. Wentworth Company from 2014 until January 2018. The Board identified Mr. Morgan’s extensive experience in public accounting (29 years as a partner), where he worked closely with client management and audit committees on matters relating to accounting, auditing, control, corporate governance, and risk management, as providing significant value to the Company and its stockholders.		Relevant Expertise The Board also recognizes Mr. Morgan’s significant Board and Audit Committee experience and qualifications as a “financial expert” on the Audit Committee.   Other Public Company Boards

 

 

 

PGT Innovations 2022 Proxy Statement | Proposal 1 - Election of Directors        21

Continuing Directors

CLASS II - DIRECTORS WITH TERMS EXPIRING IN 2023

 

		Brett N. Milgrim Former Managing Director of JLL Partners, Inc. Director Since: 2003 Age: 53
Committees: •  Finance and Transaction Committee		Biography Mr. Milgrim became a director in 2003. Mr. Milgrim is a director of Builders FirstSource, Inc., and is the Co-Chair of the Board of Directors of Loar Group, Inc., a business specializing in the design and manufacture of aerospace components. Effective April 4, 2019, Mr. Milgrim was appointed to the Board of Directors of Horizon Global Corporation, one of the world’s leading manufacturers of branded towing and trailering equipment. He was a Managing Director of JLL Partners, Inc., which he joined in 1997, until his retirement in 2011.		Relevant Expertise Our Board of Directors believes that Mr. Milgrim is extremely knowledgeable regarding all aspects of corporate finance and the capital markets, and that this knowledge is important to the Company and its stockholders.   Other Public Company Boards Builders Firstsource, Inc. Horizon Global Corporation
		Richard D. Feintuch Former Partner of Wachtell, Lipton, Rosen & Katz Director Since: 2006 Age: 69
Committees: •  Governance Committee (Chair) •  Audit Committee		Biography Mr. Feintuch became a director in 2006. Mr. Feintuch was a partner of the law firm Wachtell, Lipton, Rosen & Katz from 1984 until his retirement in 2004, specializing in mergers and acquisitions, corporate finance, and the representation of creditors and debtors in large restructurings. Mr. Feintuch earned a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania and a J.D. from New York University School of Law.		Relevant Expertise The Board of Directors believes that Mr. Feintuch’s significant knowledge, and the experience he obtained as a partner of a leading international law firm, brings not only legal skills but practical know-how into the board room, and such skills are useful in the discussion and evaluation of all corporate affairs.   Other Public Company Boards

 

 

 

Proposal 1 - Election of Directors | PGT Innovations 2022 Proxy Statement        22

		Jeffrey T. Jackson President and Chief Executive Officer Director Since: 2016 Age: 56
Committees: •  None		Biography Mr. Jackson 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 serves on the Board of Directors for Smith Douglas Homes, a private home builder based in Atlanta, Georgia, and for the Sarasota Manatee Airport Authority, which oversees the Sarasota Bradenton International Airport. 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.		Relevant Expertise The Board of Directors believes that Mr. Jackson brings company-specific experience and expertise. The Board of Directors also believes that Mr. Jackson adds industry-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.   Other Public Company Boards

 

 

 

PGT Innovations 2022 Proxy Statement | Proposal 1 - Election of Directors        23

		Frances Powell Hawes Former Chief Financial Officer of NCI Building Systems, Inc. Director Since: 2019 Age: 67
Committees: •  Audit Committee		Biography Ms. Powell Hawes joined our Board of Directors effective on January 1, 2019. Ms. Powell Hawes has served in senior finance and accounting positions with public and private companies for more than thirty years, including as Chief Financial Officer of NCI Building Systems, Inc., a manufacturer of metal products for the construction industry, and Grant Prideco, Inc., a supplier of premium drill pipe and drill stem accessories. In addition to her extensive finance and accounting experience, Ms. Powell Hawes also has significant mergers and acquisitions experience. Ms. Powell Hawes serves on the boards of directors of two other public companies, Archrock, Inc. and Laredo Petroleum, Inc., and served on the board of Energen Corporation from 2013 until November 2018.		Relevant Expertise Our Board of Directors believes that Ms. Powell Hawes’ extensive experience, including her roles in executive finance and accounting leadership, strengthens our Board of Directors’ ability to provide financial and accounting-related oversight and make other significant contributions to the Company.   Other Public Company Boards Archrock, Inc. Laredo Petroleum, Inc.

CLASS III – DIRECTORS WITH TERMS EXPIRING IN 2024

 

		Rodney Hershberger Former Chief Executive Officer of PGT Innovations, Inc. Director Since: 2004 Age: 65
Committees: •  Finance and Transaction Committee (Chair)		Biography Mr. Hershberger serves as the Company’s non-employee Chairman of the Board, effective as of January 1, 2018. He retired as our Chief Executive Officer effective December 31, 2017. Mr. Hershberger, a co-founder of the Company, has served the Company for nearly 40 years. He was named President, and appointed to our Board of Directors, in 2004, and became our Chief Executive Officer in March 2005. In 2003, Mr. Hershberger became Executive Vice President and Chief Operating Officer, and oversaw the Company’s Florida and North Carolina Operations, sales, marketing, and engineering groups. Previously, Mr. Hershberger led the manufacturing, transportation, and logistics operations in Florida, and served as Vice President of Customer Service.		Relevant Expertise The Board of Directors recognizes Mr. Hershberger’s nearly 40 years of experience with the Company in the Florida market and the position of respect he has earned throughout the industry in which the Company operates through his thoughtful and honest leadership, and further recognizes his knowledge, skills, reputation and service to the community, including as the chair of the board of directors of Gulf Coast Community Foundation, a public charity serving the needs of the local Sarasota community, and as a board member of the Argus Foundation, a foundation that applies business leadership to identify, educate, advocate and collaborate on solutions for important community issues to enhance the quality of life, the environment and economic wellbeing of citizens, as driving great value to the Company and its stockholders.   Other Public Company Boards

 

 

 

Proposal 1 - Election of Directors | PGT Innovations 2022 Proxy Statement        24

		Floyd F. Sherman Former Chief Executive Officer of Builders FirstSource, Inc. Director Since: 2005 Age: 82
Committees: •  Compensation Committee •  Finance and Transaction Committee		Biography Mr. Sherman became a director in 2005. Mr. Sherman served as Chief Executive Officer of Builders FirstSource, Inc., a leading supplier and manufacturer of structural and related building products for residential new construction, until his retirement as CEO effective January 1, 2018. Mr. Sherman also served as a director of Builders FirstSource, Inc. during that time, and continues to do so following his retirement as CEO. Before joining Builders FirstSource, Mr. Sherman spent 28 years at Triangle Pacific/Armstrong Flooring, the last nine of which he served as Chairman and Chief Executive Officer. Mr. Sherman has over 50 years of experience in the building products industry. A native of Kerhonkson, New York and a veteran of the U.S. Army, Mr. Sherman is a graduate of the New York State College of Forestry at Syracuse University. He also holds a Master of Business Administration degree from Georgia State University.		Relevant Expertise The Board understands that Mr. Sherman’s 50 years of experience in the building products industry provide him with the knowledge to make significant contributions to the development of the Company’s business strategy.   Other Public Company Boards Builders FirstSource, Inc.
		Sheree L. Bargabos Former President of Owens Corning, Roofing and Asphalt division Director Since: 2016 Age: 66
Committees: •  Governance Committee		Biography Ms. Bargabos became a director in 2016. Ms. Bargabos is a seasoned executive whose career spans over 35 years at Owens Corning, a global maker of building and composite material systems, until her retirement in 2015. Prior to her most recent transition role as Vice President, Customer Experience, she spent a decade as the President of Owens Corning’s $2 billion Roofing and Asphalt division. In October 2018, Ms. Bargabos was appointed to the Board of Directors of Steel Dynamics, Inc., one of the largest domestic steel producers and metals recyclers in the United States. Ms. Bargabos earned a Bachelor of Science in Chemistry from McGill University and a Master of Business Administration from Babson College.		Relevant Expertise The Board of Directors recognizes Ms. Bargabos’ experience in various roles of increasing responsibility in the building materials industry, which the Board believes is an asset to the Company and its stockholders.   Other Public Company Boards

 

 

 

PGT Innovations 2022 Proxy Statement | Proposal 1 - Election of Directors        25

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. 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. 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 2021

Annual compensation for the non-management members of our Board of Directors typically is established each year. In 2021, all non-management directors received the following annual compensation:

 

Compensation Elements(1)		Amount in $
Compensation Element - Retainers
Annual cash retainer		$	70,000
Annual equity retainer(2)			100,000
Compensation Element - Committee Fees
Chair of the Board of Directors		$	50,000
Committee Chair - Audit			20,000
Committee Chair - Compensation			15,000
Committee Chair - Governance			12,000
Committee Member - Audit			10,000
Committee Member - Compensation			8,750
Committee Member - Governance			7,250

 

(1)	Members also receive reimbursement of reasonable travel expenses, which typically does not exceed $5,000 annually, but which is not considered to be compensation for purposes of the table set forth above.

 

(2)

This amount is paid in restricted stock awards or restricted stock units, depending on the election made by the director. The restrictions on those that elect to receive restricted stock awards are scheduled to lapse on the first anniversary of the date of grant, which is generally granted at or around the time of the annual meeting of stockholders each year, with a value at the time of grant in 2021 of $100,000. See notes (2), (4) and (6) to the table titled “Director Compensation for 2021” on the next page.

 

 

 

Proposal 1 – Election of Directors | PGT Innovations 2022 Proxy Statement        26

Director Compensation for 2021

 

		Fees Earned or Paid in Cash for Service on
Name		Our Board of Directors(1)				Committees of Our Board of Directors				Stock Awards(1)(2)				All Other Compensation				Total
Sheree L. Bargabos		$	70,000			$	7,250			$	100,000			$	—			$	177,250
Xavier Boza(3)			58,333				8,750				115,569				—				182,652
Alexander R. Castaldi			70,000				15,000				100,000				—				185,000
Richard D. Feintuch(4)			70,000				22,000				100,000				—				192,000
Rodney Hershberger(5)			70,000				50,000				100,000				—				220,000
Brett N. Milgrim			70,000				8,750				100,000				—				178,750
William J. Morgan			70,000				27,250				100,000				—				197,250
Frances Powell Hawes(6)			70,000				10,000				100,000				—				180,000
Floyd F. Sherman(7)			70,000				8,750				100,000				—				178,750

 

(1)	Beginning in 2021, cash fees paid by the Company for service on our Board of Directors was increased from $57,500 to $70,000 per year, and the value of equity awards granted was increased from $71,000 to $100,000 per year.

 

(2)

Represents the aggregate grant date fair value of stock awards granted during the reported fiscal year, computed in accordance with FASB ASC Topic 718. The stock awards represent grants of restricted stock the values of which are calculated using (a) the number of shares awarded as of the grant date, or 4,020 shares, and (b) the market value of our common stock on the date awarded, which we define as the closing price of our common stock the business day prior to the grant date of May 20, 2021, or $24.88 per share, for a total grant-date fair value of approximately $100,000. The restrictions on these shares lapse on May 20, 2022, the first anniversary of the grant date. Such shares were held at year-end 2021 by each director. However, see notes (4) and (6) regarding deferral elections executed by Mr. Feintuch and Ms. Powell-Hawes, respectively. Also, see note (3) regarding stock awards held by Mr. Boza at year-end 2021. At the end of our 2021 fiscal year, each director held 4,020 restricted stock awards, except for Mr. Feintuch and Ms. Powell Hawes who each held 4,020 restricted stock units, and Mr. Boza. See (3) below.

 

(3)

Mr. Boza became a director in March 2021. Mr. Boza’s cash fee for service on our Board of Directors for 2021, which we base on our fiscal year, and which began on March 1, 2021, was prorated for his service of 10 of 12 months for 2021. Mr. Boza’s equity award for service on our Board of Directors, which we base on one-year service periods which typically begin on or about May 20th of each year, was a prorated stock award of 660 shares of restricted stock on March 1, 2021 with a grant-date fair value of $15,569, and is considered as director compensation in the 2020/2021 year during which the value of director equity awards were still at the $71,000 per year level. Mr. Boza vested in this grant on March 1, 2022. As discussed in note (1) above, on May 20, 2021, all directors, including Mr. Boza, received a grant of 4,020 shares with an aggregate grant date fair value of approximately $100,000, which are scheduled to vest on May 20, 2022. As such, at year-end 2021, Mr. Boza held 4,680 shares of unvested stock awards.

 

(4)

In December 2017, Mr. Feintuch executed a valid deferral election to defer his earnings from stock awards, beginning with stock awards granted in May 2018, and continuing indefinitely thereafter. Pursuant to his deferral agreement, such earrings, which would otherwise have vested beginning in May 2019, will be deferred until the earliest of (i) his separation from the Company, (ii) a change in control of the Company, as defined in the Company’s Long-Term Equity Incentive Plans, or (iii) his disability or death.

 

(5)

During 2021, Mr. Hershberger received $28,385 of ordinary taxable income representing the pre-tax value of healthcare benefits paid for by the Company on Mr. Hershberger’s behalf. The Company reimburses Mr. Hershberger for the dues relating to his membership to the Sarasota Yacht Club. In 2021, such reimbursements totaled $7,333.

 

(6)

In December 2020, Ms. Powell-Hawes executed a valid deferral election to defer her earnings from stock awards, beginning with stock awards to be grant in May 2021, and continuing indefinitely thereafter. Pursuant to her deferral agreement, such earrings, which would otherwise have vested beginning in May 2022, will be deferred until the earliest of (i) her separation from the Company, (ii) a change in control of the Company, as defined in the Company’s Long-Term Equity Incentive Plans, or (iii) her disability or death.

 

(7)

On April 14, 2021, Mr. Sherman exercised a total of 67,797 options to purchase our common stock, which had an exercise price of $2.04 per share and were set to expire on May 3, 2022. Mr. Sherman paid cash to the Company totaling $138,306 relating to the exercise price of the options. These options were exercised at a value of $25.82 per share, resulting in taxable income to Mr. Sherman of $1,612,213.

 

 

 

PGT Innovations 2022 Proxy Statement | Proposal 1 - Election of Directors        27

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 2021 annual meeting of stockholders, approximately 90% 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 2023 annual meeting of stockholders.

 

✓		OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS.

 

 

 

Proposal 2 - Approval, on an Advisory Basis, of Our Named Executive Officer Compensation | PGT Innovations 2022 Proxy Statement        28

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 January 1, 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

 

 

 

PGT Innovations 2022 Proxy Statement | Compensation Committee Report        29

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 2021.

Our NEOs for 2021 were:

 

		Jeffrey T. Jackson, President and Chief Executive Officer				Ryan S. Quinn, General Counsel and Corporate Secretary
		Mike Wothe, President, Western Division				Brad West, Senior Vice President, Corporate Development and Treasurer, and Interim Chief Financial Officer(1)
		Robert A. Keller, Senior Vice President, Customer Strategy and Innovation, Southeast Division

 

(1)	Mr. West served as Interim Chief Financial Officer from February 8, 2021 to January 17, 2022. Effective on January 17, 2022, the Company appointed John Kunz as Senior Vice President and Chief Financial Officer.

Also included in this Proxy as NEOs for 2021 are Sherri Baker, who served as Senior Vice President, Chief Financial Officer until close of business February 7, 2021, when she voluntarily terminated her employment, and Brent Boydston, who served as an executive officer of the Company in his role as Senior Vice President, Customer Strategy and Innovation until September 13, 2021, when he was appointed as President, Eco Enterprises, LLC. Mr. Boydston’s employment with the Company was terminated effective on May 6, 2022.

 

 

 

Executive Compensation - Compensation Discussion and Analysis | PGT Innovations 2022 Proxy Statement        30

Information Concerning Named Executive Officers

Jeffrey T. Jackson, President and Chief Executive Officer. Mr. Jackson, 56, 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, and for the Sarasota Manatee Airport Authority, which oversees the Sarasota Bradenton International Airport.

Mike Wothe, President of Western Division. Mr. Wothe, 58, joined the Company in December 2019 as President of the Western Business Unit (“WEBU”) and Senior Vice President of PGT Innovations, Inc. In this role, Mr. Wothe is responsible for all aspects of WEBU’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 as President of WEBU, 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, Customer Strategy and Innovation, Southeast Division. Mr. Keller, 50, has served as the Company’s Senior Vice President, Customer Strategy and Innovation, Southeast Division since September 2021. Mr. Keller is responsible for managing the overall sales, marketing, customer care, and field service functions, with respect to all the Company’s product lines, for those subsidiaries in a business region that includes seven states in the Southeastern United States and the Caribbean. His responsibilities also include providing strategic leadership for SEBU by working with the Company’s Chief Executive Officer and other executive leadership to establish long-range goals, strategies, plans and policies. Prior to his current role, Mr. Keller served as President, Southeast Business Unit beginning on January 1, 2019. In that position, he was responsible for managing all aspects of manufacturing and other operations of the Company’s PGT Custom Windows and Doors, CGI Windows and Doors, CGI Commercial, WinDoor and NewSouth brands. Mr. Keller served as Senior Vice President, Operations from January 1, 2018 until December 31, 2018. He was hired as Vice President and General Manager of PGT Custom Windows and Doors in May 2016 and served in that role until his promotion to Senior Vice President, Operations. 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.

Ryan S. Quinn, General Counsel and Corporate Secretary. Mr. Quinn, 37, joined the Company as General Counsel and Corporate Secretary on March 15, 2021. In this role, Mr. Quinn is responsible for managing all legal aspects of the Company. Prior to joining the Company, Mr. Quinn served as Senior Vice President, Co-General Counsel and Corporate Secretary at LendingTree, Inc. from 2019 until 2021, where he was responsible for overseeing all legal matters of LendingTree, and prior to that served as Vice President and Assistant General Counsel at LendingTree beginning in August 2017 where he managed all corporate transactions for LendingTree, including mergers, acquisitions, divestitures and financing transactions, and also acted as Assistant Secretary where he managed all of the Company’s securities and governance matters, including annual, quarterly and periodic reporting, and all matters relating to LendingTree’s Board of Directors. Prior to joining LendingTree, Mr. Quinn served as Senior Corporate Attorney for Nordson Corporation, where he managed merger and acquisition matters on behalf of the company, in addition to working on a variety of general corporate law matters. Mr. Quinn holds a Bachelor of Arts in Business Administration and Political Science from Baldwin-Wallace University, and a J.D. from Case Western Reserve University School of Law.

 

 

 

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Brad West, Senior Vice President of Corporate Development and Treasurer. Mr. West, 52, 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 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 nearly 20 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.

Brent Boydston, President of Eco Enterprises, LLC. Mr. Boydston, 53, joined the Company as Vice President of Sales in 2016. He served as Senior Vice President of Corporate Sales and Innovation from January 1, 2018 until September 13, 2021. On September 13, 2021, Mr. Boydston was appointed to the role of President of Eco Enterprises, LLC. Prior to joining the Company, he was Vice President of Sales for Liberty Hardware Manufacturing Corporation Mr. Boydston began working for Liberty Hardware Manufacturing Corporation in 2011. Mr. Boydston’s employment was terminated effective May 6, 2022.

Sherri Baker, Senior Vice President and Chief Financial Officer. Ms. Baker, 49, joined the Company as Senior Vice President and Chief Financial Officer, effective April 8, 2019. On January 8, 2021, Ms. Baker notified the Company that she would be resigning from the Company effective at the close of business on February 7, 2021. Prior to joining the Company, Ms. Baker served as Vice President, Commercial Finance for Dean Foods Company from October 2018. Prior to that role, Ms. Baker was Vice President of Investor Relations, Strategy and Corporate Finance for Dean Foods, beginning in January 2016.

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:

 

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ensure employee interests are aligned with the enhancement of stockholder value;

 

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attract and retain quality leaders;

 

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reward consistent and superior Company and individual performance; and

 

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provide incentives to enhance future performance and increased levels of responsibility.

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:

 

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the nature, scope and level of the individual NEO’s responsibilities;

 

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our overall performance and profitability, which we primarily measure by net sales, and earnings before interest, taxes, depreciation and amortization (“EBITDA”);

 

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our long-term stock price performance and total return to stockholders; and

 

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the NEO’s performance compared to goals and objectives.

At our 2021 annual meeting of stockholders, approximately 90% 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 recommending approval of 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 2021, the Compensation Committee engaged Aon Rewards Solutions as its independent compensation consultant. The executive compensation consulting services provided by Aon included:

 

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Supporting the Compensation Committee to ensure our executive compensation program is competitive and aligns the interests of our executives with those of our stockholders;

 

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At the Compensation Committee’s request, attending Compensation Committee meetings;

 

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Providing independent advice on current trends and best practices in executive compensation design and program alternatives;

 

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Advising on our compensation plans and practices to improve their effectiveness; and

 

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Assisting the Compensation Committee to determine our peer group as described below under “Peer Group” below.

During fiscal 2021, 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 2021 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 2021, 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 2021 executive compensation program:

 

Trex Company		Apogee Enterprises, Inc.
AAON		American Woodmark Corp.
Gibraltar Industries, Inc.		Simpson MFG
Armstrong World Industries		Advanced Drainage Systems, Inc.
Quanex Building Products		Armstrong Flooring, Inc.
Patrick Industries, Inc.		The AZEK Company, Inc.
Insteel Industries, Inc.		CSW Industrials, Inc.
Masonite International Corp.

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:

 

What we continue to do:						What we don’t do:
✓  Grant performance-based equity incentive awards to our named executive officers (“NEOs”).   ✓  Maintain a clawback policy that applies to our equity compensation awards.   ✓  Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.   ✓  Retain an independent compensation consultant.   ✓  Maintain stock ownership guidelines requiring our CEO to hold an aggregate amount of vested and unvested Company equity that equals six times his annual base salary.   ✓  Maintain a minimum vesting period of one year for all equity awards.						x No excise tax gross-up.   x No supplemental company-paid retirement benefits.   x No repricing of stock options without stockholder approval.   x No granting of discounted or reload stock options.   x No guaranteed annual salary increases or bonuses.

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 2021

The following items summarize the essential elements used as compensation tools to reward and retain our NEOs during fiscal 2021:

 

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Annual Base Salary. Base salaries for our NEOs depend on the scope of their responsibilities and performance, as well as the nature of their occupational experience and the length of time they have served in an executive officer role. Our objectives are to consider annual base salary at the median level and to make it competitive in the market, when taken in conjunction with the other compensatory elements;

 

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Annual Cash Incentive Plan (the “AIP”). For each NEO, we use annual cash bonuses for the achievement of annual Company performance objectives, and from time to time the AIP may formally include individual performance objectives, and the Compensation Committee reserves the right to always consider each executive’s individual performance when considering possible AIP payments, even if individual performance objectives are not officially part of the AIP design for a given year;

 

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Long-Term Incentive Plan (the “LTIP”). Our LTIP is designed to recognize leadership accomplishments, scope of responsibilities and performance, retain our NEOs and align their interest with long-term stockholder value. We grant restricted stock to effectively focus our NEOs on delivering long-term value for the Company and its stockholders; and

 

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Executive Benefits and Perquisites. Our executive compensation program remains relatively free of executive benefits and perquisites. Such benefits and perquisites which do exist, however, are described below.

The following table shows the mix of compensation at target levels for 2021 for our NEOs (other than Ms. Baker):

 

		2021 Annual Base Salary		2021 Annual Cash Incentive Plan		2021 Long-Term   Incentive Plan
Jeffrey T. Jackson		22%		22%		56%
Mike Wothe		41%		25%		34%
Robert A. Keller		39%		24%		37%
Ryan Quinn		40%		24%		36%
Brad West		44%		26%		30%
Brent Boydston		42%		25%		33%

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 (other than Ms. Baker), as of January 2, 2021, which is referred to as the “2020 Annual Base Salary Rate” in the table set forth below, and January 1, 2022, which is referred to as the “2021 Annual Base Salary Rate” in the table set forth below are as follows:

 

		2020 Annual Base Salary Rate		2021   Annual Base Salary   Rate
Jeffrey T. Jackson		$772,500		$800,000
Mike Wothe		$350,000		$375,000
Robert A. Keller		$360,500		$390,000
Ryan Quinn(1)		N/A		$260,000
Brad West		$285,000		$300,000
Brent Boydston(2)		$309,000		$350,000

 

(1)	Mr. Quinn’s effective date of hire was March 15, 2021.

 

(2)	Effective on September 13, 2021, Mr. Boydston’s annual salary was increased to $350,000, from $325,000, as a result of a change in his role to President, Eco Enterprises, LLC.

All NEOs’ base salaries for 2021 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

2021 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 2021 Annual Incentive Plan (“2021 AIP”) for each NEO. As a percentage of annual base salary, these targets were 100% for Mr. Jackson, and 60% for all other NEOs. The financial performance component of the 2021 AIP for each NEO was the achievement of a specified amount of EBITDA in 2021 for either the Company, or for one or more of the Company’s business units. 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 2021 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 or its business units’ 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. 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 2021 AIP is not expressed as a formal component of the 2021 AIP with a specified target percentage, but the discretionary aspect of the 2021 AIP remained subject to an EBITDA-related limit or “cap.” Specifically, if the Company or an individual business unit to which a NEO’s AIP payment is tied failed to achieve the target amount of EBITDA set forth in the 2021 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 2021 AIP payment allocable to that particular EBITDA metric for that NEO.

For 2021, upon the recommendation of the Compensation Committee, the independent members of the Company’s Board of Directors determined it was in the best interest of the Company to increase the AIP payout percentage relating to SEBU to

 

 

 

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10.0% of target performance, from what would have been a payout percentage of 0.0% of target, under the terms of the 2021 AIP for SEBU. This action was taken to provide SEBU team members with an incentive bonus for 2021 to encourage retention of those team members who otherwise would not have received a bonus under the 2021 AIP.

The table below provides a summary of the Company’s performance results under the 2021 AIP comparing minimum, target and 133% performance levels to actual performance results (dollars in millions):

 

Performance Measure(1)		Target Allocation					Minimum Performance Measure					Target Performance Measure					133% Level Performance Measure					Actual Performance Results(1)					Performance Rating(2)					Payout   Percentage(2)
Performance measure %									80%					100%					133%
Payout % of target									50%					100%					200%
EBITDA Consolidated				100	%			$	153.6				$	192.0				$	256.0				$	165.4					86.1	%				78.4	%
EBITDA SEBU(3)				100	%			$	103.1				$	128.9				$	171.9				$	83.8					65.0	%				10.0	%
EBITDA WEBU				100	%			$	26.2				$	32.7				$	43.6				$	41.9					128.1	%				177.3	%
EBITDA NewSouth				100	%			$	14.3				$	17.9				$	23.9				$	22.0					122.9	%				153.4	%
EBITDA Eco				100	%			$	13.3				$	16.6				$	22.1				$	16.2					97.3	%				97.3	%

 

(1)

EBITDA represents EBIT for 2021, plus depreciation and amortization, calculated using operating results pursuant to accounting principles generally accepted in the United States (“U.S. GAAP”), as adjusted by management for the inclusion or exclusion of certain costs, with approval by the Board of Directors.

 

(2)

A performance rating of below 80% does not meet the minimum performance measure and, therefore, results in a zero-payout percentage. Payout percentages for performance ratings between the minimum of 80% and target of 100%, and target of 100% and the 133% level of performance are non-linear, as described below. Payout percentages may be rounded to the nearest whole percent.

 

For performance ratings between the minimum of 80% and target of 100%, the payout percentage begins at 50% for the minimum performance rating of 80%, and increases by 5% in payout percentage for every 1% of performance rating up to 85%, then increases by 3% in payout percentage for every 1% percent of performance rating up to 90%, then increases by 1% in payout percentage for every 1% of performance rating up to the 100% target performance and 100% payout percentage of target.

 

For performance ratings between the target of 100% and the 133% level of performance, the payout percentage begins at 100% and increases by 2% in payout percentage for every 1% of performance rating up to 120%, then increases by 4.6% in payout percentage for every 1% of performance rating up to 133%. Performance ratings above 133% increase the payout percentage by 3% for every 1% of performance rating, with no upper limit.

 

(3)

For our Southeast Business Unit (SEBU), the Compensation Committee and other independent members of the Board exercised their discretion to increase SEBU’s payout percentage to 10% which, based on a 65.0% performance rating would otherwise have been 0.0% under the above described terms in note (2) for payout percentages under the 2021 AIP.

The table below provides a summary of each NEO’s payment under the 2021 AIP, other than for Ms. Baker, who was not eligible for a 2021 AIP payment:

 

																	Calculation of 2021 AIP:
		2021 AIP- Eligible Salary					2021 AIP Target Percentage					2021 Target Payment Amount					Percentage of Target Paid					2021 Actual   Payment   Amount
Jeffrey T. Jackson(1)			$	799,471					100.0	%			$	799,471					78.4	%			$	626,785
Mike Wothe(2)			$	374,512					60.0	%			$	224,707					177.3	%			$	398,406
Robert A. Keller(3)			$	389,433					60.0	%			$	233,660					0.0	%			$	0
Ryan Quinn(4)			$	205,000					60.0	%			$	123,000					78.4	%			$	96,432
Brad West			$	299,096					60.0	%			$	179,458					78.4	%			$	140,695
Brent Boydston(5)			$	331,904					60.0	%			$	199,142					89.9	%			$	179,044

 

(1)	The metric for measuring performance under the 2021 AIP for Mr. Jackson was based on EBITDA derived from the consolidated performance of PGT Innovations, Inc., for which he had responsibility.

 

(2)	The metric for measuring performance under the 2021 AIP for Mr. Wothe was based on EBITDA derived from the Western Business Unit (WEBU), the business unit performance for which he had responsibility.

 

(3)

As discussed above, the independent members of the Company’s Board of Directors determined it was in the best interest of the Company to increase the AIP payout percentage relating to SEBU to 10.0% of target performance, from what would have been a payout percentage of 0.0% of target, under the terms of the 2021 AIP for SEBU. This action was taken to provide SEBU team members with an incentive bonus for 2021 to

 

 

 

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encourage retention of those team members who otherwise would not have received a bonus under the 2021 AIP, except that Mr. Keller’s pay-out percentage under the 2021 AIP for SEBU remained at 0.0% based on SEBU’s EBITDA metric as calculated under the plan for which he had responsibility as the Compensation Committee and other independent members of the Board determined that Mr. Keller’s performance for 2021 did not warrant any payout under the 2021 AIP.

 

(4)	Mr. Quinn’s effective date of hire was Monday, March 15, 2021. Accordingly, his payout under the 2021 AIP was prorated based on his salary earned from his date of hire during the 2021 fiscal year.

 

(5)

The metric for measuring performance under the 2021 AIP for Mr. Boydston was based on EBITDA derived from several AIP performance measures. Mr. Boydston was deemed to have a responsibility level of 27.1% for SEBU, whose payout percentage was 10.0% of target, 20.3% for WEBU, whose payout percentage was set at 177.3% of target, and 52.6% for Eco, whose payout percentage was 97.3% of target, resulting in a weighted-average payout percentage for Mr. Boydston of 89.9% under the 2021 AIP. SEBU’s payout percentage was set by the Compensation Committee and other independent members of the Board, who exercised their discretion to set SEBU’s payout percentage for 2021 at 10.0% which otherwise would have been 0.0% under the 2021 AIP.

Long-Term Incentive Plan

2021 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 2021 (“2021 LTIP”), and in February 2021, we granted equity-based awards to senior leaders, including each of our NEOs, pursuant to the 2021 LTIP.

Upon recommendation of the Compensation Committee, the independent members of our Board of Directors established long-term incentive compensation targets for 2021 as a percentage of annual base salary under the 2021 LTIP for each NEO. As a percentage of annual base salary, these targets were 250% for Mr. Jackson, 80% for Mr. Wothe, 90% for Mr. Keller, 80% for Mr. Quinn, 65% for Mr. West, and 75% for Mr. Boydston.

The 2021 LTIP awards were comprised of restricted stock. Half of such restricted stock is not subject to any Company performance criteria, for which the which restrictions lapse over time in three equal amounts on the first, second and third anniversaries of the grant date of February 15, 2021. The grant date fair value of the time-vesting restricted stock award under the 2021 LTIP granted on February 15, 2021 was $23.00 per share, representing the prior day’s closing share price of our common stock as traded on the NYSE.

The other half of such target restricted stock includes a first tranche of 37.5% which is subject only to the Company’s 2021 performance and a second tranche of 62.5% is subject to both the Company’s 2021 performance and a total shareholder return (“TSR”) metric. Company performance for 2021 is being measured by the Company’s consolidated earnings before interest, taxes, depreciation and amortization as defined in our 2021 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 15, 2021 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 2021 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 2021 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 2021 EBITDA performance. Restrictions on these shares lapse on the third anniversary of the February 15, 2021 grant date. See (2) in the table below for a discussion of the grant date fair value of the restricted stock subject to Company performance, including those subject to a TSR.

 

 

 

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The following table sets forth the 2021 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, other than for Ms. Baker, who was not eligible for a 2021 LTIP amount:

 

		2020 LTIP															Fixed LTIP															Performance LTIP
		Total Target $					Grant Date Fair Value Per Share					Total Target Shares					Fixed Target Shares					Grant Date Fair Value Per Share					Total Fixed Target $					Perfor- mance Target Shares					Grant Date Fair Value Per Share(2)					Total Perfor- mance Target $					Total Target $   At Fair   Value
J. Jackson			$	2,000,000				$	23.00					86,956					43,478				$	23.00				$	1,000,000					43,478				$	24.94				$	1,084,239				$	2,084,239
M. Wothe			$	300,000				$	23.00					13,044					6,522				$	23.00				$	150,000					6,522				$	24.94				$	162,636				$	312,636
R. Keller			$	351,000				$	23.00					15,260					7,630				$	23.00				$	175,500					7,630				$	24.94				$	190,284				$	365,784
R. Quinn(1)			$	173,333				$	23.00					6,492	(1)				3,246				$	23.00				$	74,700					3,246				$	24.94				$	80,939				$	155,639
B. West			$	195,000				$	23.00					8,478					4,239				$	23.00				$	97,500					4,239				$	24.94				$	105,713				$	203,213
B. Boydston			$	243,750				$	23.00					10,598					5,299				$	23.00				$	121,875					5,299				$	24.94				$	132,142				$	254,017

 

(1)

Mr. Quinn’s effective date of hire was Monday, March 15, 2021. Based on Company practice for assigning grant-date fair value to its equity plans, which is to use the closing price of the Company’s stock on the most recent trading day prior to the grant date, which on Friday, March 12, 2021 was $26.70 per share, we applied a discount of 13.9% when calculating Mr. Quinn’s target shares for purposes of the 2021 LTIP.

 

(2)

The grant date fair value of stock awards under the performance portion of the 2021 LTIP was calculated in accordance with FASB ASC Topic 718. Of the target shares under the performance portion of our 2021 LTIP, the number of shares which vest under the first tranche of 37.5% is based solely on the Company’s performance for 2021 and vest on the second anniversary date of the February 15, 2021 grant date. The remaining 62.5% of such shares, while being subject to the performance criteria based on the Company’s 2021 results, are also subject to a total shareholder return (“TSR”) metric, which when finalized, could result in the grantee receiving an additional 25% of such shares, forfeiting 25% of such shares, or there being no change in such shares. Because this second tranche of 62.5% of such shares is subject to both the Company performance criteria and the TSR metric, under FASB ASC Topic 718, we were required to establish a fair value for such shares which necessitated the engagement of a third-party, independent valuation firm to determine the grant-date fair value of each share, which was determined to be $26.10 per share, which we consider to be a Level 3 input. Because these shares are subject to a TSR metric which will not be finalized until the third anniversary of the February 15, 2021 grant-date, these shares will not be considered earned by the grantee until that date. The grant-date fair value was determined based on a weighted-average of 37.5% of a grant-date fair value of $23.00 per share, which was the fair market value of our common stock, which we define as the closing price of our common stock on the business day prior to the February 15, 2021 grant date, and 62.5% of such shares having a grant-date fair value of $26.10 per share as calculated by the independent, third-party valuation firm, resulting in a weighted-average grant-date fair value of this grant of $24.94 per share.

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 2021 LTIP, by each NEO, with respect to the portion of the 2021 LTIP grants that were performance-based:

 

		Threshold										Target(2)										Maximum
Performance EBITDA(1)		80%										100%										120%
Awarded Shares(1)		50%										100%										200%
		Grant Date Fair Value in $					Grant Date Fair Value in Shares					Grant Date Fair Value in $					Grant Date Fair Value in Shares					Grant Date Fair Value in $					Grant Date   Fair Value   in Shares
Jeffrey T. Jackson			$	542,120					21,739				$	1,084,239					43,478				$	2,168,478					86,956
Mike Wothe			$	81,318					3,261				$	162,636					6,522				$	325,272					13,044
Robert A. Keller			$	95,142					3,815				$	190,284					7,630				$	380,568					15,260
Ryan Quinn			$	40,470					1,623				$	80,939					3,246				$	161,878					6,492
Brad West			$	52,857					2,120				$	105,713					4,239				$	211,426					8,478
Brent Boydston			$	66,071					2,650				$	132,142					5,299				$	264,284					10,598

 

(1)

In the case of performance between threshold and target or target and maximum, the number of awarded shares shall be determined through straight line interpolation, up to a maximum of 200% of the target number of shares. If actual performance is less than 80% of target performance, no shares are awarded. If actual performance is more than 120% of target performance, shares awarded are capped at 200% of the target number of shares.

 

(2)

The grant date fair value of stock awards under the performance portion of the 2021 LTIP was calculated in accordance with FASB ASC Topic 718. Of the target shares under the performance portion of our 2021 LTIP, the number of shares which vest under the first tranche of 37.5% is based solely on the Company’s performance for 2021 and vest on the second anniversary date of the February 15, 2021 grant date. The remaining 62.5%

 

 

 

PGT Innovations 2022 Proxy Statement | Executive Compensation - Compensation Discussion and Analysis        39

of such shares, while being subject to the performance criteria based on the Company’s 2021 results, are also subject to a total shareholder return (“TSR”) metric, which when finalized, could result in the grantee receiving an additional 25% of such shares, forfeiting 25% of such shares, or there being no change in such shares. Because this second tranche of 62.5% of such shares is subject to both the Company performance criteria and the TSR metric, under FASB ASC Topic 718, we were required to establish a fair value for such shares which necessitated the engagement of a third-party, independent valuation firm to determine the grant-date fair value of each share, which was determined to be $26.10 per share. Because these shares are subject to a TSR metric which will not be finalized until the third anniversary of the February 15, 2021 grant-date, these shares will not be considered earned by the grantee until that date. The grant-date fair value was determined based on a weighted-average of 37.5% of a grant-date fair value of $23.00 per share, which was the fair market value of our common stock, which we define as the closing price of our common stock on the business day prior to the February 15, 2021 grant date, and 62.5% of such shares having a grant-date fair value of $26.10 per share as calculated by the independent, third-party valuation firm, resulting in a weighted-average grant-date fair value of this grant of $24.94 per share.

The table below provides a summary of the Company’s performance results with respect to the portion of the 2021 LTIP grants that were performance-based, comparing threshold, target and maximum performance to actual performance results (dollars in millions):

 

Performance Measure(1)		Target Allocation					Threshold Performance Measure					Target Performance Measure					Maximum Performance Measure					Actual Performance Results(1)					Performance Rating(2)					Award   Percentage(2)
Performance measure %									80.0	%				100.0	%				120.0	%
Payout % of target									50.0	%				100.0	%				200.0	%
EBITDA Consolidated				100	%			$	153.6				$	192.0				$	230.4				$	165.4					86.1	%				65.3	%

 

(1)

EBITDA represents EBIT for 2021, plus depreciation and amortization, calculated using operating results pursuant to accounting principles generally accepted in the United States (“U.S. GAAP”), as adjusted by management for the inclusion or exclusion of certain costs, with approval by the Board of Directors.

 

(2)

In the case of performance between threshold and target or target and maximum, the number of awarded shares shall be determined through straight line interpolation, up to a maximum of 200% of the target number of shares. If actual performance is less than 80% of target performance, no shares are awarded. If actual performance is more than 120% of target performance, shares awarded are capped at 200% of the target number of shares.

Actual performance for 2021 was between the threshold and target performance at 86.1%, resulting in a 65.3% award percentage under the portion of the 2021 LTIP grant that was performance-based. The following table provides a summary of each NEO’s earned performance shares, in both grant date fair value and shares, for the first tranche under the 2021 LTIP:

 

		2021 Performance LTIP Amount in Shares (Target)					(1) First Tranche Earned As Of 1st Anniversary					2021 Performance LTIP Shares Earned as % of Target					2021 Performance LTIP Shares Earned - First Tranche					Grant Date Fair Value per Share					2021   Performance   LTIP Award in $
Jeffrey T. Jackson				43,478					37.5	%				65.3	%				10,647				$	23.00				$	244,881
Mike Wothe				6,522					37.5	%				65.3	%				1,597				$	23.00				$	36,731
Robert A. Keller				7,630					37.5	%				65.3	%				1,868				$	23.00				$	42,964
Ryan Quinn				3,246					37.5	%				65.3	%				795				$	23.00				$	18,285
Brad West				4,239					37.5	%				65.3	%				1,038				$	23.00				$	23,874
Brent Boydston				5,299					37.5	%				65.3	%				1,298				$	23.00				$	29,854

 

(1)

Of the target shares under the performance portion of our 2021 LTIP, the first tranche of such shares representing 37.5% of the 2021 LTIP performance shares granted on February 15, 2021 is based solely on the Company’s performance for 2021, which was 65.3% for 2021 and, as such, is considered to be earned by the grantee on the first anniversary, and vest on the second anniversary of the February 15, 2021 grant date. The second tranche of shares under the performance portion of our 2021 LTIP, representing the remaining 62.5% of such shares, while being subject to the performance criteria based on the Company’s 2021 results, are also subject to a total shareholder return (“TSR”) metric, which when finalized, could result in the grantee receiving an additional 25% of such shares, forfeiting 25% of such shares, or there being no change in such shares. Because this second tranche of 62.5% of such shares is subject to both the Company performance criteria for 2021 and the TSR metric, which is measured over the three-year vesting period of the 2021 LTIP grant, it will not be finalized until the third anniversary of the February 15, 2021 grant-date and, therefore, they will not be considered earned by the grantee until that date.

 

 

 

Executive Compensation - Compensation Discussion and Analysis | PGT Innovations 2022 Proxy Statement        40