DEAR SHAREHOLDER,

PATRICK INDUSTRIES, INC.

We are pleased to invite you to join us for our Annual Meeting of Shareholders, which will be conducted via live audio webcast on May 13, 2021 at 10:00 a.m. Eastern time. Due to COVID-19-related public health restrictions and for the safety and well-being of our shareholders, the virtual Annual Meeting will be conducted online via the Internet. In the Notice of 2021 Annual Meeting and Proxy Statement, we describe the matters upon which you will be asked to vote at the meeting and provide instructions for attending the meeting.

The global COVID-19 pandemic defined fiscal 2020 as a year in which the values, strengths and flexibility of our organization shined in many different ways in the midst of both challenges and opportunities. Our team members’ health and safety were paramount in our efforts and priorities, and their inspiring dedication and outstanding performance during this past year energized and strengthened our commitment to strive for the highest level of internal and external customer service. At the same time, our nimble and resilient operating platform navigated both significant headwinds and tailwinds, and we emerged in the second half of 2020 in a strong position to serve our customers and execute our growth strategies.

Fiscal 2020 Highlights:

u   Despite COVID-19-related operating disruptions in the first and second quarters of 2020, sales of $2.5 billion for the full year 2020 increased 6%, with strong organic growth

u  Full year 2020 operating income of $173 million increased 12%, with operating margin improving 40 basis points

u  Net income of $97 million increased 8% and diluted net income per share of $4.20 increased 9%

u  Full year 2020 operating cash flow of $160 million

u  RV, marine and industrial market acquisitions totaled $306 million

u  We returned $24 million to shareholders in the form of dividends and $23 million in the form of opportunistic share repurchases

In the midst of the challenges we faced both as an organization and on a macroeconomic level, we reimagined our journey of corporate responsibilities in the Environmental, Social and Governance (“ESG”) arena. Our teams continued to emphasize sustainability in the way we use resources through innovative programs to reduce and reuse materials and reclaiming production byproducts where they have a valuable use in other industries. We also continue to make investments in human capital management initiatives, which are a product of our core values to provide a safe, inclusive and tolerant environment in which everyone is empowered to pursue their professional and personal development goals. Several of the initiatives that took place in 2020 are highlighted within this Proxy Statement.

Please review the proxy / notice card for instructions on how to vote over the Internet, by telephone or by mail in order to be certain that your shares of stock are represented at the Annual Meeting. It is important that all Patrick Industries, Inc. shareholders vote and participate in the affairs and governance of our Company.

We are proud of our team’s performance in 2020 and are very excited about the prospects for fiscal 2021 and beyond. Our culture, core values, and the dedication, passion, and commitment of our more than 8,800 team members who have worked tirelessly over this past year are both energizing and motivating as we drive the execution of our strategic plan and capital allocation strategy. Our financial flexibility, resources, liquidity, and balance sheet strength help enable us to opportunistically pursue strategic acquisitions to expand the portfolio of brands we offer our customers, and invest in strategic capital spending and automation to further drive capacity, efficiency, and continuous improvement initiatives. As we look ahead to 2021, we believe favorable demographic, macroeconomic and secular tailwinds will lead to continued strong demand in our end markets which provide tremendous quality of life benefits in both a COVID and post-COVID environment.

Finally, the ongoing support we receive from our customers, suppliers, Board of Directors and shareholders will help us increase long-term shareholder value by serving our customers at the highest level, investing in and protecting our talented and dedicated team members, dealing ethically and responsibly with our business partners, and supporting our local communities.

In closing, please review the proxy / notice card for instructions on how to vote over the Internet, by telephone or by mail in order to be certain that your shares of stock are represented at the Annual Meeting. It is important that all Patrick Industries, Inc. shareholders vote and participate in the affairs and governance of our Company.

Sincerely,

Todd M. Cleveland

Executive Chairman of the Board

April 16, 2021

Thursday

May 13, 2021

10:00 A.M., EDT

Online at

www.meetingcenter.io/241836370

Meeting Password: PATK2021

Proposal

PROPOSAL 1

To elect nine directors to the Board of Directors to serve until the

2022 Annual Meeting of Shareholders

FOR EACH

NOMINEE

PROPOSAL 2

To ratify the appointment of Deloitte & Touche LLP as our

independent registered public accounting firm for fiscal year 2021

PROPOSAL 3

To approve, in an advisory and non-binding vote, the compensation

of the Company’s named executive officers for fiscal year 2020 as

disclosed in the Proxy Statement (a “Say-on-Pay” vote)

To consider and transact such other business as may properly come

before the meeting or any adjournment or postponement thereof

By Order of the Board of Directors,

Joel D. Duthie

Vice President, General Counsel and Secretary
April 16, 2021

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement and the accompanying Proxy Card are being mailed to shareholders of Patrick Industries, Inc. (the “Company” or “Patrick”) on or about April 16, 2021, and are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) for the Annual Meeting of Shareholders to be held online (virtual meeting) on May 13, 2021 (the “Annual Meeting”) for the purpose of considering and acting upon the matters specified in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.

If the form of proxy which accompanies this Proxy Statement is executed and returned, or is voted by Internet or by telephone, it may be revoked by the person giving it at any time prior to the voting thereof by:

(i)  changing your vote using the online voting method described under “Voting Information” on pages 9 and 10, in which case only your latest Internet proxy submitted prior to the Annual Meeting will be counted;

(ii)   filing with the Secretary of the Company, during or before the Annual Meeting, a written notice of revocation bearing a date later than the date of the proxy;

(iii)  duly executing and dating a subsequent proxy relating to the common stock and delivering it to the Secretary of the Company during or before the Annual Meeting; or

(iv)  voting your shares electronically during the Annual Meeting.

If the form of proxy is signed, dated and returned without specifying choices on one or more matters presented to the shareholders, the shares will be voted on the matter or matters listed on the proxy card as recommended by the Company’s Board.

Additional solicitations, in person or by telephone or otherwise, may be made by certain directors, officers and employees of the Company regarding the proposals without additional compensation. Expenses incurred in the solicitation of proxies, including postage, printing and handling, and actual expenses incurred by brokerage houses, custodians, nominees and fiduciaries in forwarding documents to beneficial owners, will be paid by the Company.

107 West Franklin Street Elkhart, Indiana 46515-0638 (574) 294-7511

VOTING METHODS

By Internet

Vote online at:

www.investorvote.com/PATK

By Mail

Sign, date and return the enclosed

proxy in the enclosed envelope

By Phone

For shareholders of record:

800-652-8683

8,800+

Team Members

Helped Achieve Our Goals

138%

Cumulative Company TSR %

Over a Five Year Period

84%

Cumulative S&P 500 Index TSR %

Over Same Five Years

Compensation Element

Percentile Positioning vs.

Peer Proxy and General Industry Data

BASE SALARY

SHORT-TERM INCENTIVE

TOTAL TARGET CASH

LONG-TERM INCENTIVE

TOTAL TARGET DIRECT COMPENSATION

u

Base Salary, though lower than peer base compensation, is designed in alignment with the philosophy to reduce the importance of fixed pay with the intention of driving focus on performance-dependent variable pay.

u

The annual Short-term cash compensation plan is highlighted through enhanced payouts for performance above plan up to a maximum of 200% of target compensation and incorporates a threshold payout of 50% of target compensation at 75% of plan. (The STI plan was modified in 2020 due to the global pandemic and included a threshold payout of 50% at 50% of plan).

u

Long-term incentive compensation is designed to drive the executive’s focus on long-term profitability through both organic and inorganic growth over the three-year award performance period. This equity plan is also designed to motivate leadership to perform above plan with a maximum payout of 200% of target compensation and a threshold payout of 50% of target compensation at 80% of plan.

u

Adjusted compensation for our Named Executive Officers (“NEOs”) to align with changes in responsibility, the Company’s performance in 2020, year-over-year revenue growth, and size scoping of our Peer Group and General Industry data;

u

Continued to utilize external consultant, Willis Towers Watson, for data and consultation as requested by the Compensation Committee;

u

Proactively and voluntarily initiated temporary salary compensation reductions for all NEOs and other executives and implemented salary adjustments for salaried team members in late March and early April, in addition to furloughing certain team members with benefits for those affected by the shutdown of operations at certain facilities due to the pandemic;

u

Initiated temporary reductions in cash fees for the Board;

u

Implemented COVID-19 pandemic related changes to the performance payout metrics for the 2020 STI plan, with adjustments to threshold performance targets and corresponding payouts when below plan to align with exceptional performance and maximize flexibility of the organization’s opportunity to deliver differentiated results;

u

Granted long-term incentive grants in May 2020 comprised of stock options to each of our then NEOs in recognition of the NEOs’ performance and proven leadership, particularly during the pandemic; and

u

Approved a year-end 2020 discretionary cash bonus for certain of the NEOs based on the overall performance of the Company in 2020 and each NEOs’ individual contribution to those results.

u

u

outlined in their respective charter documents at www.patrickind.com under “Investor Relations-Corporate Governance.”

u

u

u

u

u

u

u

u

u

u

u

u

Q.

Who may vote at the annual meeting?

A.

Our Board has established the record date for the annual meeting as close of business on March 19, 2021. This Proxy Statement and the accompanying materials are being sent to holders of our common stock on the record date at the direction of the Board.

Q.

How many shares must be present to conduct business at the meeting?

A.

Each shareholder is entitled to one vote for each share of our common stock held as of the record date. For purposes of the meeting, a quorum means a majority of the outstanding shares “present” in person or by proxy at the meeting. If a quorum is not present at the time the Annual Meeting is convened, the Company may adjourn or postpone the Annual Meeting. Shares that are represented at the Annual Meeting but abstain from voting on any or all matters will be counted as shares present and entitled to vote in determining the presence of a quorum.

Q:

What proposals will be voted on at the Annual Meeting?

A:

At the Annual Meeting, shareholders will act upon the following matters:

1.

The election of the nine members of our Board of Directors named in the Proxy Statement;

2.

The ratification of the appointment of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for fiscal year 2021; and

3.

The approval, by a non-binding advisory vote, of the compensation paid by the Corporation to its Named Executive Officers.

Q:

How does the Board recommend I vote?

A:

Our Board unanimously recommends that you vote “FOR” proposals 1, 2 and 3. With respect to Proposal 1 (Election of Directors), a shareholder may (i) vote for the election of each named director nominee, or (ii) withhold authority to vote for any named director nominee. With respect to Proposal 2 (Ratification of Independent Registered Public Accounting Firm) and Proposal 3 (Advisory Vote on Executive Compensation), a shareholder may vote for, against or abstain. Please note that brokers may not vote your shares on Proposals 1 and 3 in the absence of your specific instructions as to how to vote. Please return your proxy card so your vote can be counted.

Q:

What happens if additional matters are presented at the Annual Meeting?

A:

Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, the persons named in the proxy form enclosed will vote in accordance with their judgment upon such matter.

Q.

How do I vote if my shares are held in “street name”?

A:

If a shareholder’s shares are held by a broker or other financial institution (the “broker”) on the shareholder’s behalf (that is, in “street name”) and the shareholder does not instruct the broker as to how to vote the shareholder’s shares, the broker may vote the shares in its discretion on matters designated as routine. However, a broker cannot vote shares held in street name on matters designated as non-routine unless the broker receives voting instructions from the beneficial owner. If a shareholder’s shares are held in street name and the shareholder does not provide voting instructions to

Q:

How can I attend the Annual Meeting?

A:

The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on the record date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

Q:

How do I register to attend the Annual Meeting virtually on the Internet?

A:

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

Q:

What if I have trouble accessing the Annual Meeting virtually?

A:

The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running up-to-date versions of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748.

Q:

Will there be a question and answer session?

A.

As part of the virtual Annual Meeting, we will hold a live Q&A session, during which we intend to answer as many questions as time permits. Questions must comply with the Annual Meeting procedures and be pertinent to the Company, our shareholders and the Annual Meeting matters. Following the Annual Meeting, we intend to post answers to any questions

u

advance of the Meeting. See “How do I register to attend the Annual Meeting virtually on the Internet?” above.

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PROPOSAL 1:

ELECTION OF DIRECTORS

There are nine nominees for election to the Board, all of which are current members of our Board. The individuals elected as directors at the 2021 Annual Meeting will be elected to hold office until the 2022 Annual Meeting or until their successors are duly elected and qualified.

It is intended that the proxies will be voted for the nominees listed below, unless otherwise indicated on the proxy form. It is expected that these nominees will serve, but, if for any unforeseen cause any such nominee should decline or be unable to serve, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the proxies. The Board does not anticipate that any nominee will be unable or unwilling to serve.

The Board of Directors
Recommends that
Shareholders vote
FOR the election of the
following Nominees to
the Board of Directors.

      Average
      Tenure

Average         

Age          

JOSEPH M. CERULLI

AGE: 61

DIRECTOR SINCE: 2008

COMMITTEES:

u   Corporate Governance
and Nominations (Chair)

TODD M. CLEVELAND

AGE: 53

DIRECTOR SINCE: 2008

COMMITTEES:

u   None

BIOGRAPHY:

Joseph M. Cerulli, age 61, has been employed by Tontine Associates, LLC, an investment management firm (together with its affiliates, “Tontine”), since January 2007. During fiscal 2020, Mr. Cerulli served as a member of the Corporate Governance and Nominations committee and as its chairman effective June 12, 2020, replacing Mr. Forbes who resigned from his position as chairman of the committee following his appointment as the Company’s Interim CFO.

QUALIFICATIONS:

Mr. Cerulli has particular knowledge of our Company and the industries in which we operate based on Tontine’s long-standing investment in the Company and possesses extensive knowledge with respect to business operations, strategic planning, financial and investment matters, including investment banking, capital markets, and mergers and acquisitions advisory.

BIOGRAPHY:

Todd M. Cleveland, age 53, has been our Executive Chairman of the Board since January 1, 2020. Prior to that, Mr. Cleveland was Chairman of Board from May 2018 to December 2019 and our Chief Executive Officer from February 2009 to December 31, 2019. Mr. Cleveland was President of the Company from May 2008 to December 2015 and Chief Operating Officer of the Company from May 2008 to March 2013. Mr. Cleveland has served as a director of IES Holdings, Inc. (“IES”) from 2017 to present, and he has been the chairman of IES’s Human Resources and Compensation Committee since February 2019 and a member of IES’s audit committee since February 2021.

QUALIFICATIONS:

Mr. Cleveland has over 30 years of RV, MH, marine and industrial experience in various operating capacities. He also has extensive knowledge of our Company and the industries to which we sell our products and experience with management development and leadership, acquisitions, strategic planning, finance and capital allocation, and the manufacturing and sales of our products.

OTHER PUBLIC BOARD DIRECTORSHIPS:

u  IES Holdings, Inc.

JOHN A. FORBES

AGE: 61

DIRECTOR SINCE: 2011

COMMITTEES:

u   Corporate Governance and Nominations

u  Audit

u   Compensation

MICHAEL A. KITSON

AGE: 62

DIRECTOR SINCE: 2013

COMMITTEES:

u   Audit (Chair)

u  Compensation

u   Corporate Governance
and Nominations

BIOGRAPHY:

John A. Forbes, age 61, has been a partner with Outcomes LLC and Full Sails LLC, two firms engaged in new product development and strategic business consulting, since June 2017. Previously, Mr. Forbes was the President of Utilimaster, a business unit of Spartan Motors USA, Inc., from July 2010 to June 2017. Prior to that, he was the Chief Financial Officer of Utilimaster from May 2009 to July 2010, the Chief Financial Officer of Nautic Global Group LLC from 2007 to 2009 and the Chief Financial Officer of Adorn LLC from 2003 to 2007. Mr. Forbes has served as a director of Chase Packaging Corporation since March 2019.

During fiscal 2020, Mr. Forbes served as chairman of the Corporate Governance and Nominations committee and a member of the Audit and Compensation committees through June 11, 2020. Effective June 12, 2020, Mr. Forbes resigned from his positions on the Audit, Compensation, and Corporate Governance and Nominations Committees upon his appointment as the Company’s Interim CFO, a position which he held until November 23, 2020. On November 24, 2020, Mr. Forbes resumed his membership positions on all three Board committees.

QUALIFICATIONS:

Mr. Forbes has over 34 years of experience in serving various manufacturing industries, having held senior financial leadership roles. Mr. Forbes also has extensive experience with operations and talent management, acquisitions, strategic planning, risk management and banking relations. He has been determined to be an “audit committee financial expert” under the rules and regulations of the Securities and Exchange Commission (the “SEC”) by our Board prior to his appointment as Interim CFO.

OTHER PUBLIC BOARD DIRECTORSHIPS:

u   Chase Packaging Corporation

BIOGRAPHY:

Michael A. Kitson, age 62, has been the Chief Financial Officer of oVertone Haircare, Inc., a manufacturer of haircare products, since July 2018. Previously, Mr. Kitson was a principal with AVL Growth Partners, a firm that provides chief financial officer and other financial advisory services, from March 2017 to July 2018. Prior to that, Mr. Kitson was the Chief Financial Officer of MikaTek, Ltd. from January 2016 until July 2016, the Chief Executive Officer of SharpShooter Imaging from March 2015 to January 2016, the Chief Executive Officer of Nautic Global Group (“Nautic”) from March 2011 to October 2013 and the Chief Financial Officer of Nautic from August 2010 to March 2011.

QUALIFICATIONS:

Mr. Kitson has over 34 years of experience in serving various manufacturing industries, having also held senior financial leadership roles with Lilly Industries, Inc. Mr. Kitson also has extensive experience with corporate and operations management, finance and capital allocation, strategic planning and risk management. He has been determined to be an “audit committee financial expert” under the SEC’s rules and regulations by our Board.

PAMELA R. KLYN

AGE: 50

DIRECTOR SINCE: 2019

COMMITTEES:

u   Audit

u  Compensation

u  Corporate Governance
and Nominations

DERRICK B. MAYES

AGE: 47

DIRECTOR SINCE: 2019

COMMITTEES:

u   Audit

u  Compensation

u  Corporate Governance
and Nominations

BIOGRAPHY:

Pamela R. Klyn, age 50, has been a Senior Vice President in the Global Product Organization at Whirlpool Corporation, the world’s leading major home appliance company, since 2018 and has held various leadership positions in marketing and engineering since 1993.

QUALIFICATIONS:

Ms. Klyn has over 28 years of experience in the home appliance industry and has extensive experience in marketing, engineering, strategic planning and new product development.

BIOGRAPHY:

Derrick B. Mayes, age 47, has been the Vice President of WME/IMG, a strategic advisory firm to the sports and entertainment industry, since 2015. Prior to that, Mr. Mayes was the Chief Executive Officer of ExecutiveAction Sports & Entertainment, serving as a strategic adviser to high profile individuals, groups and organizations in the sports and entertainment industry, from 2007 to 2015.

QUALIFICATIONS:

Mr. Mayes has over 20 years of experience in strategic planning, with extensive experience in the digital communications space, and has been a leadership and diversity speaker to numerous public companies and private organizations, particularly in the sports and entertainment markets.

ANDY L. NEMETH

AGE: 52

DIRECTOR SINCE: 2006

COMMITTEES:

u   None

DENIS G. SUGGS

AGE: 55

DIRECTOR SINCE: 2019

COMMITTEES

u   Audit

u  Compensation

u  Corporate Governance
and Nominations

BIOGRAPHY:

Andy L. Nemeth, age 52, has been the Company’s Chief Executive Officer since January 1, 2020 and President since January 2016. Prior to that, Mr. Nemeth was the Executive Vice President of Finance and Chief Financial Officer from May 2004 to December 2015 and Secretary-Treasurer from 2002 to 2015. He was also the Vice President of Finance and Chief Financial Officer from 2003 to 2004.

QUALIFICATIONS:

Mr. Nemeth has over 29 years of RV, MH, marine and industrial experience in various financial and management capacities. Mr. Nemeth also has particular knowledge of our Company and the industries to which we sell our products and has extensive experience with corporate management, development and leadership, acquisitions, strategic planning, risk management, capital allocation, and banking and finance relations.

BIOGRAPHY:

Denis G. Suggs, age 55, has been the Chief Executive Officer of LCP Transportation, LLC, a non-emergency medical transportation company, since February 2020. Prior to that, Mr. Suggs was the President and Chief Executive Officer of Strategic Materials Corp. from March 2014 to January 2020 and also served as Chairman from 2017 to 2020. Prior to that, Mr. Suggs was the Global Executive Vice President of Belden, Inc. from 2009 to 2013 and the President of the Americas Division / Vice President of Belden, Inc. from 2007 to 2009.

QUALIFICATIONS:

Mr. Suggs has over 22 years of experience in leading complex global businesses, having also held senior financial executive leadership roles with Danaher Corporation and Public Storage Corporation. Mr. Suggs also has extensive experience with corporate and operations management, strategic planning, mergers and acquisitions and risk management. Mr. Suggs served as a director of the Education Corporation of America from 2015 to 2018 and of Strategic Materials, Inc. and the Glass Packaging Institute from 2014 to 2020. He has been determined to be an “audit committee financial expert” under the SEC’s rules and regulations by our Board.

M. SCOTT WELCH

AGE: 61

DIRECTOR SINCE: 2015

LEAD INDEPENDENT
DIRECTOR SINCE: 2018

COMMITTEES:

u   Compensation (Chair)

u  Audit

u   Corporate Governance
and Nominations

BIOGRAPHY:

M. Scott Welch, age 61, has been the President and Chief Executive Officer of Welch Packaging Group, a large independently owned corrugated packaging company, since 1985. Prior to establishing Welch Packaging, he worked at Northern Box, Performance Packaging and Elkhart Container. Mr. Welch has served as a director of Lakeland Financial Corporation (“Lakeland”) from 1998 to present, and he has been the lead independent director from 2012 to 2019 and a member of Lakeland’s compensation committee since 2012. He has also served as a trustee of DePauw University since 2005.

QUALIFICATIONS:

Mr. Welch has over 39 years of experience in the packaging industry and has extensive experience in sales, marketing, acquisitions, organizational development, strategy planning, and finance and capital allocation. He has been determined to be an “audit committee financial expert” under the SEC’s rules and regulations by our Board.

OTHER PUBLIC BOARD DIRECTORSHIPS:

u  Lakeland Financial Corporation

ANNUAL RETAINER

COMMITTEE CHAIRPERSONS ANNUAL RETAINER

Audit

Compensation

Corporate Governance and Nominations

LEAD INDEPENDENT DIRECTOR ANNUAL RETAINER

ANNUAL RESTRICTED STOCK GRANT ⁽¹⁾

Non-employee directors receive an annual restricted stock grant in May of each year, which vests upon such director’s continued service as a Board member for one year from the grant date or earlier upon certain events. In addition, non-employee directors receive cash dividends on their restricted common stock holdings. The Company does not have stock ownership guidelines for its directors.

Name

Other
Compensation ⁽³⁾

JOSEPH M. CERULLI ⁽⁴⁾

JOHN A. FORBES ⁽⁵⁾

MICHAEL A. KITSON

PAMELA R. KLYN

DERRICK B. MAYES

DENIS G. SUGGS

M. SCOTT WELCH

Fees consist of an annual cash retainer for the Board, lead independent director, and committee chairperson’s service and reflect a temporary 50% reduction in the normal annual cash retainer paid during the shutdown of the Company’s operations related to the pandemic.

Amounts shown do not represent compensation actually received. Such amounts reflect the aggregate grant date fair value of 2,420 shares of restricted stock granted to each non-employee director, at a closing stock price of $41.33 on May 14, 2020.

Amounts shown represent cash dividends paid by the Company in 2020 on unvested shares held by the non-employee directors.

Mr. Cerulli was appointed to serve as the Chairman of the Corporate Governance and Nominations Committee of the Board effective June 12, 2020. Mr. Cerulli replaced Mr. Forbes following the suspension of his membership from all committees of the Board due to his appointment as Interim CFO of the Company.

Mr. Forbes served as the Chairman of the Corporate Governance and Nominations Committee of the Board from January 1, 2020 through June 11, 2020. He suspended his membership positions on all three committees of the Board while he served as Interim CFO of the Company from June 12, 2020 through November 23, 2020. Effective November 24, 2020, he resumed his membership positions on all three Board committees. See “Summary Compensation” table on pages 46 and 47 for compensation paid to Mr. Forbes in 2020 in his role as Interim CFO.

PROPOSAL 2:

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively, “Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Deloitte has been the Company’s independent registered public accounting firm since June 2019. The Board and the Audit Committee recommend that shareholders ratify the appointment of Deloitte as our independent registered public accounting firm for our fiscal year 2021. Although we are not required to do so, we believe that it is appropriate to request that shareholders ratify this appointment. If shareholders do not ratify the appointment, the Audit Committee will investigate the reasons for the shareholders’ rejection and reconsider the appointment. Representatives of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to any shareholder questions that may arise.

The Board of Directors
unanimously recommends
a vote FOR approval of the
ratification of the appointment
of Deloitte as our independent
registered public accounting
firm for the fiscal year ending
December 31, 2021.

AUDIT FEES ⁽¹⁾

TAX FEES ⁽²⁾

TOTAL FEES

Audit fees consist of fees for professional services rendered for the annual audit of the Company’s financial statements, the reviews of the financial statements included in the Company’s quarterly reports, and other services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.

Tax fees include fees related to tax compliance and consulting services.

AUDIT COMMITTEE REPORT

The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter adopted by the Board, include providing oversight of our financial reporting process through periodic meetings with our independent auditors, principal accounting officer and management to review accounting, auditing, internal controls and financial reporting matters. Our management is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on senior management, including senior financial management, and the independent auditors.

The Audit Committee has met and held discussions with management and Deloitte with respect to the 2020 audited financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements, included in its 2020 Annual Report to Shareholders, were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed with management their assessment of the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee reviewed and discussed with Deloitte the consolidated financial statements, and Deloitte’s evaluation of the Company’s internal controls over financial reporting. The Audit Committee also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, and other professional standards and regulatory requirements currently in effect.

The foregoing report of the Audit Committee does not constitute soliciting material and shall not be deemed incorporated by reference by any general statement incorporating by reference the proxy statement into any filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

PROPOSAL 3:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Act requires that the Company seek a non-binding advisory vote from its shareholders to approve the compensation of its named executive officers as disclosed under the “Executive Compensation” section in this Proxy Statement in accordance with SEC rules.

Our executive compensation policy is designed to enable the Company to attract, motivate and retain highly-qualified senior executives by providing a competitive compensation opportunity based on performance. Our intent is to provide fair and equitable compensation in a way that rewards executives for achieving specified financial and non-financial performance goals. Our performance-related awards are structured to link a substantial portion of our executives’ total potential compensation to the Company’s performance on both a long-term and short-term basis, to recognize individual contribution, as well as overall business results, and to align executive and shareholder interests.

We are requesting shareholder approval of the compensation of our named executive officers as disclosed in this Proxy Statement, including the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” compensation tables and the related information and discussion.

The vote is advisory and therefore not binding on the Company or the Compensation Committee or the Board. However, we value the opinions of our shareholders, and we will carefully consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

For the reasons stated, the
Board of Directors
recommends a vote FOR
the following non-binding
resolution:
“RESOLVED, that the
compensation paid to the
Company’s named
executive officers for fiscal
year 2020, as disclosed in
this Proxy Statement
pursuant to the
compensation disclosure
rules of the SEC, including
the Compensation
Discussion and Analysis,
compensation tables and
related information and
discussion, is hereby
APPROVED.”

u

Amendment to Charters; Code of Ethics and Business Conduct; and Governance Guidelines. As part of an annual review process, the Board’s Committees approved changes to their respective Committee Charters in 2020 to continue to facilitate alignment and continued review of best practices for management oversight. Similarly, the Board reviewed and approved proposed changes to the Company’s Code of Ethics and Business Conduct and Corporate Governance Guidelines.

u

Board Diversity Policy. In alignment with the formal policy adopted in 2018 and as part of its annual self-evaluation under our Corporate Governance Guidelines, the Board considers whether the level of diversity of the Board is appropriate, and the Corporate Governance and Nominations Committee will take this consideration into account when identifying and evaluating director candidates. See “Director Qualifications and Board Diversity Policy” below for a more detailed description of the diversity policy.

u

Environmental, Health and Safety / Social Responsibility and Corporate Governance Disclosures. The Board aims to ensure that matters of environmental, health and safety, social and governance responsibility are considered and supported in the Company’s operations and administrative matters and are consistent with Patrick shareholders’ best interests.

u

The Board adopted a formal policy in 2018 for managing its commitment to social and environmental matters. This policy is available on the Company’s website at www.patrickind.com under “Investor Relations—Corporate Governance” under the heading “Social and Environmental Responsibility Policy.”

u

In 2020, the Board provided disclosures regarding the Company’s ESG practices as noted below. The ESG disclosures are also available on the Company’s website at www.patrickind.com under “Investor Relations—Corporate Governance” under the heading “Environmental, Social and Governance Disclosures.”

u

In 2020, the Corporate Governance and Nominations Committee, charged with providing appropriate oversight on ESG matters, directed the Company to establish, and the Company established, a formal ESG committee comprised of team members leading our internal environmental, social and financial governance functions, championed by senior management in partnership with Board sponsorship and oversight. The ESG committee works to identify and define relevant ESG priorities and initiatives, and enhance our communications with our employees, customers, communities and shareholders.

u

Information Security Risks/Matters: The Company has enhanced its oversight of cybersecurity to help ensure that cyber risk is effectively monitored with the Board. Executive leadership and the Board make determinations and decisions on strategy and direction of cybersecurity based on analysis and recommendations from Information Technology (“IT”) leadership. The Company’s cyber security model, analysis of the effectiveness of the anti-phishing and other cyber security programs, and updates on cyber technology implementations are examples of cybersecurity content reviewed by the Board. The Company has retained a cybersecurity consulting firm to support cyber program priorities and harden system security.

u

Meet or exceed applicable environmental, health, safety and legal requirements;

u

Continuously improve our processes to reduce our impact on the environment and eliminate workplace injuries;

u

Require individual accountability and provide regular training and development of all team members;

u

Identify, consider and minimize potential EHS impacts of new and modified products and production processes, acquisitions, and capital project review and approval activities; and

u

Promote health and wellness of our employees

u

Breadth of knowledge about issues affecting the Company and the industries/markets in which it operates;

u

Significant experience in leadership positions or at senior policy-making levels and an established reputation in the business community;

u

Expertise in key areas of corporate management and in strategic planning;

u

Financial literacy and financial and accounting expertise; and

u

Independence and a willingness to devote sufficient time to carry out his or her duties and responsibilities effectively and assume broad fiduciary responsibility.

Name

JOSEPH M. CERULLI

JOHN A. FORBES ⁽¹⁾

MICHAEL A. KITSON

PAMELA R. KLYN

DERRICK B. MAYES

DENIS G. SUGGS

M. SCOTT WELCH

Mr. Forbes served as chairman of the Corporate Governance and Nominations Committee from January 1, 2020 through June 11, 2020.

AUDIT COMMITTEE

The Audit Committee’s report is provided on page 22 of this Proxy Statement.

For a more detailed list of the roles and responsibilities of the Audit Committee, please see the Audit Committee Charter located in the “Corporate Governance” section of our website at www.patrickind.com.

The Board has an Audit Committee for which Michael A. Kitson serves as the Chairman. Mr. Forbes suspended his position on the Audit Committee as of June 12, 2020 upon his appointment as Interim CFO of the Company and resumed his position on November 24, 2020 upon the appointment of a permanent CFO. The Audit Committee met 13 times in 2020. These meetings included conference calls with management to review quarterly earnings releases and SEC filings prior to their issuance. The primary responsibilities of the Audit Committee include:

u  Oversight responsibilities related to potential material risks to the business including, but not limited to, credit, liquidity, IT security, and operational risks;

u   Recommending to the Board the independent auditors to be employed for the purpose of conducting the annual audit of our financial statements;

u   Discussing with the independent auditors the scope of their examination;

u   Reviewing our financial statements and the independent auditors’ report thereon with our personnel and the independent auditors;

u   Inviting the recommendations of the independent auditors regarding internal controls and other matters; and

u   Approving all non-audit services provided by the independent auditors and reviewing these engagements on a per occurrence basis.

The Board has determined that each of the current members of the Audit Committee is independent, as defined in the NASDAQ listing standards and relevant SEC rules. In addition, as of the date of this proxy, the Board has determined that four of these members also meet both the qualifications required to be an audit committee financial expert and the financial sophistication requirements contained in the NASDAQ listing standards (Messrs. Forbes, Kitson, Suggs and Welch).

COMPENSATION COMMITTEE

The Compensation Committee’s report is provided on page 59 of this Proxy Statement.

For a more detailed list of the roles and responsibilities of the Compensation Committee, please see the Compensation Committee Charter located in the “Corporate Governance” section of our website at www.patrickind.com.

The Board has a Compensation Committee for which M. Scott Welch serves as the Chairman. Mr. Forbes suspended his position on the Compensation Committee as of June 12, 2020 upon his appointment as Interim CFO of the Company and resumed his position on November 24, 2020 upon the appointment of a permanent CFO. The Compensation Committee met five times in 2020. The primary responsibilities of the Compensation Committee include:

u   Reviewing and recommending to the independent members of the Board the overall compensation programs for the officers of the Company;

u   Oversight authority to attract, develop, promote and retain qualified senior executive management; and

u   Oversight authority for the stock-based compensation programs.

In its oversight of executive officer compensation, the Compensation Committee seeks assistance from our management and our independent compensation consultant, Willis Towers Watson, as further described below under the heading “Compensation Discussion and Analysis.” Willis Towers Watson’s fees are approved by the Compensation Committee. Willis Towers Watson provides the Compensation Committee with data about the compensation paid by our peer group and industry benchmark groups, updates the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and is available to advise the Compensation Committee regarding all of its responsibilities, including best practices and market trends in executive compensation. Our Compensation Committee has assessed the independence of Willis Towers Watson pursuant to SEC and NASDAQ listing rules and determined that their work did not give rise to any conflicts of interest.

The Board has determined that each of the current members of the Compensation Committee is independent as defined in the NASDAQ listing standards and our Corporate Governance Guidelines.

Compensation Committee Interlocks and Director Participation

During 2020, no executive officer served on the board or compensation committee of any other corporation with respect to which any member of the Compensation Committee was engaged as an executive officer. With the exception of Mr. Forbes, no other member of the Compensation Committee was an officer or employee of the Company during 2020.

CORPORATE GOVERNANCE AND NOMINATIONS COMMITTEE

For a more detailed list of the roles and responsibilities of the Corporate Governance and Nominations Committee, please see the Corporate Governance and Nominations Committee Charter located in the “Corporate Governance” section of our website at www.patrickind.com.

The Board has a Corporate Governance and Nominations Committee for which John A. Forbes served as the Chairman until his appointment as Interim Chief Financial Officer on June 12, 2020, at which time Joseph M. Cerulli assumed the role of Chairman of the Corporate Governance and Nominations Committee. Mr. Forbes resumed his position as a member of the committee on November 24, 2020 upon the appointment of a permanent CFO. The Corporate Governance and Nominations Committee met four times in 2020. The primary responsibilities of the Corporate Governance and Nominations Committee include:

u   Assisting the Board in identifying, screening and recommending qualified candidates to serve as directors;

u   Recommending nominees to the Board to fill new positions or vacancies as they occur;

u   Reviewing and recommending to the Board the compensation of directors;

u   Recommending to the Board nominees for election by shareholders at the Annual Meeting;

u   Reviewing and monitoring corporate governance compliance as well as recommend appropriate changes;

u   Reviewing the succession planning for our senior executive officers;

u   Providing overall oversight of our ESG policies and initiatives and working with management to identify and define relevant ESG topics and programs; and

u   Conducting an annual assessment of the Board’s performance.

The Board has determined that each of the current members of the Corporate Governance and Nominations Committee (as of the date of this proxy) is independent as defined in the listing standards of the NASDAQ Stock Market and our Corporate Governance Guidelines.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires that certain of our officers, directors and 10% shareholders file with the SEC an initial statement of beneficial ownership and certain statements of changes in beneficial ownership of our common stock. Based solely on our review of such forms and written representation from the directors and officers that no other reports were required, we are unaware of any instances of noncompliance or late compliance with such filings during the fiscal year ended December 31, 2020.

TODD M. CLEVELAND

EXECUTIVE CHAIRMAN OF THE BOARD

ANDY L. NEMETH

CEO AND PRESIDENT

JEFFREY M. RODINO

CHIEF SALES OFFICER (CSO) AND EXECUTIVE VICE PRESIDENT OF SALES

KIP B. ELLIS

CHIEF OPERATING OFFICER (COO) AND EXECUTIVE VICE PRESIDENT OF OPERATIONS

JACOB R. PETKOVICH

CHIEF FINANCIAL OFFICER, EXECUTIVE VICE PRESIDENT OF FINANCE, AND TREASURER

u

The Company established base pay, short-term incentive (“STI”) and long-term incentive (“LTI”) target pay for the newly appointed CEO. All elements of the newly appointed CEO’s compensation were established by the Company in alignment with its peer group and general industry scoping to assure a market-competitive compensation package for total target direct compensation.

u

The Company increased the compensation of each NEO through adjustment to one or more of such NEO’s compensation components. Adjustments were made in alignment with Company’s and NEO’s scope increases and to assure a market-competitive compensation package for total target direct compensation.

u

The Company implemented COVID-19 pandemic related changes to the performance payout metrics for the 2020 STI plan, with adjustments to threshold performance targets and corresponding payout when below plan.

u

The Company made no changes to the LTI plan.

u

Beyond those changes previously disclosed, the Company made no additional changes year-over-year to the Executive Compensation Plan.

u

Messrs. Cleveland and Nemeth voluntarily reduced their salaries by 50% from late March through mid-June 2020;

u

The other NEOs and other executives voluntarily reduced their salaries by 25% for the same time period;

u

Voluntary 50% reduction in cash fees for the Board of Directors for the same time period;

u

Compensation reduction for salaried team members; and

u

Freeze on all non-essential hiring

Executive

CEO

ALL OTHER NEOS COMBINED ⁽¹⁾

(1)

All other NEOs comprised of Messrs. Cleveland, Rodino, Ellis and Petkovich, with Mr. Petkovich at his full annual base pay. Messrs. Boone and Forbes are excluded.

Net Income Performance

LESS THAN THRESHOLD

THRESHOLD

TARGET (PLAN)

STRETCH

MAXIMUM

Personal Performance

LESS THAN THRESHOLD

THRESHOLD

TARGET (PLAN)

STRETCH

MAXIMUM

Executive

CEO

ALL OTHER NEOs COMBINED ⁽¹⁾

All other NEOs comprised of Messrs. Cleveland, Rodino, Ellis and Petkovich, with Mr. Petkovich at full year target STI awards. Messrs. Boone and Forbes are excluded.

Operating Income Performance

Performance to Plan (%)

THRESHOLD

TARGET

3-Year Cumulative EBITDA

LESS THAN THRESHOLD

THRESHOLD

TARGET

STRETCH

MAXIMUM

Executive

CEO

ALL OTHER NEOs COMBINED ⁽¹⁾

All other NEOs comprised of Messrs. Cleveland, Rodino, Ellis and Petkovich, with Mr. Petkovich at full year target LTI award. Messrs. Boone and Forbes are excluded.

Executive

CEO

ALL OTHER NEOs COMBINED ⁽¹⁾

All other NEOs comprised of Messrs. Cleveland, Rodino, Ellis and Petkovich, with Mr. Petkovich as his full annual salary and full-year target short-term and long-term incentive awards. Messrs. Boone and Forbes are excluded.

Executive

CEO

ALL OTHER NEOs COMBINED ⁽¹⁾

All other NEOs comprised of Messrs. Cleveland, Rodino, Ellis and Petkovich, with Mr. Petkovich as his full annual salary and full-year target short-term and long-term incentive awards. Messrs. Boone and Forbes are excluded.

COMPENSATION

COMMITTEE

u  Reviews and approves, with input from our management team and external advisors, the Company’s executive compensation and benefits programs, including the NEOs.

u   Provides annual and ongoing review, discussion, analysis and recommendations regarding the evaluation of the execution of the performance plan for the NEOs against defined business objectives.

INDEPENDENT

COMMITTEE

CONSULTANT

u  Provides published survey data, peer group proxy data and analysis and consultation to the Compensation Committee on executive and non-employee director compensation.

u   Establishes and maintains an independent perspective to avoid any conflicts of interests while working directly for the Compensation Committee unless the Committee has pre-approved any work to be conducted with management for review by the Committee and approval by the Board.

CHIEF EXECUTIVE OFFICER

AND SENIOR HUMAN

RESOURCES EXECUTIVE

u  When requested by the Compensation Committee, provides executive compensation and benefit plan input related to the performance management structure and provides support on compensation and benefit program design and implementation, as well as compliance and disclosure requirements.

u   The CEO evaluates the performance plans of the President, CSO, COO and CFO and other executives in accordance with the Board approved plan.

u

NEOs’ roles, position scope, experience, skill set and performance history;

u

The external market for comparable roles;

u

The current and expected business climate; and

u

The Company’s financial position and operating results.

u  American Woodmark Corporation

u   Apogee Enterprises, Inc.

u   Brunswick Corporation

u   Cavco Industries, Inc.

u   Cornerstone Building Brands, Inc.

u   EnPro Industries , Inc.

u   Hyster-Yale Materials Handling, Inc.

u   LCI Industries, Inc

u  Masonite International Corporation

u   Modine Manufacturing Company

u   Mueller Industries, Inc.

u   Polaris Inc.

u  Thor Industries, Inc.

u   UFP Industries, Inc.

u   Wabash National Corporation

u   Winnebago Industries, Inc.

Compensation and Benefits

Components

BASE SALARY

Cash payments reflecting a market competitive position for performance of functional role.

SHORT-TERM INCENTIVES

Lump sum cash payments reflective of approved pay-for-performance plan and the relative achievements of the business and individual performance objectives. The Board reserves the right at any time to award discretionary bonuses to senior management based on outstanding performance or other factors.

LONG-TERM INCENTIVES

Stock vehicle grants reflecting approved pay-for-performance plan and the relative long-term achievement of the business performance plans as well as the Company’s desire to retain high- performing talent and align the interests of senior management with shareholder interests.

EXECUTIVE HEALTH AND WELFARE BENEFITS

Health and welfare benefits mirror scope of standard plans for all employees.

VOLUNTARY DEFERRED COMPENSATION PLAN

Highly compensated individuals can elect to voluntarily defer all or a portion of their wages in any given year subject to applicable laws and restrictions. Designed to supplement market competitive position and further drive retention of key executives.

OTHER COMPENSATION

Other compensation includes: Automobile allowance, Company contributions pursuant to the Patrick Industries, Inc. 401(k) Plan and to individual Health Savings Accounts, and health club reimbursement pursuant to the Company’s general health and welfare program.

SEVERANCE BENEFITS

Reasonable and customary transition support aligned to market benchmark data.

Name / Benefit

TODD M. CLEVELAND

ANDY L. NEMETH

JEFFREY M. RODINO

KIP B. ELLIS

JACOB R. PETKOVICH ⁽¹⁾

JOSHUA A. BOONE ⁽²⁾

JOHN A FORBES ⁽³⁾

Mr. Petkovich assumed the position of CFO effective November 24, 2020. The amount shown represents his full annual salary. The amount actually paid in 2020 was pro-rated based on his period of service. See “Chief Financial Officer Employment Agreement” on page 56.

Mr. Boone resigned from the Company effective June 12, 2020. The amount shown represents his full annual salary. The amount actually paid in 2020 was pro-rated based on his period of service.

Mr. Forbes, a member of the Company’s Board, assumed the position of Interim CFO upon the resignation of Mr. Boone, for the period of June 12, 2020 through November 23, 2020. The amount shown represents his full annual salary. The amount actually paid in 2020 was pro-rated based on his period of service.

2020 STIP Award Component (Adjusted)

COMPANY PERFORMANCE (OPERATING INCOME) ⁽¹⁾

PAYOUT AS A PERCENTAGE OF TARGET AWARD

All operating income targets are net of the contributions of 2020 acquisitions.

Name / Benefit

Target Award as

a % of Base Salary ⁽²⁾

Target

STI Award

Actual 2020

STI Award Payout

TODD M. CLEVELAND

ANDY L. NEMETH

JEFFREY M. RODINO

KIP B. ELLIS

JACOB R. PETKOVICH ⁽³⁾

JOSHUA A. BOONE ⁽⁴⁾

JOHN A. FORBES ⁽⁵⁾

The 2020 Base Salary for each of the NEOs reflects the amount as though the NEO were employed by the Company for the full 2020 fiscal year.

The target award as a percentage of base salary for the NEOs, with the exception of Messrs. Petkovich and Forbes, was determined by the Compensation Committee and applied to the base salary in effect as of January 2020. The target award as a percentage of base salary was established for each NEO in 2020 in alignment with the Company’s “pay-for-differentiated-performance” philosophy, market competitive positions for earned payout and further enhancement of the pay-at-risk for each NEO.

The actual 2020 STI award payout shown above for Mr. Petkovich was guaranteed per the terms of his employment agreement dated November 24, 2020. All other amounts reflected in the table are calculated based on his service for the full 2020 fiscal year.

Mr. Boone’s actual 2020 STI award payment was prorated for his period of service from January 1, 2020 through June 12, 2020, the date on which his employment with the Company terminated. All other amounts reflected in the table are calculated based on his service for the full 2020 fiscal year.

Mr. Forbes’ target STI award represents his full year target award, which was prorated based on his period of service as Interim CFO of the Company. The actual 2020 STI award payout equated to 95% of the pro-rated target award and was based on Company performance as noted above.

Name / Benefit

Time-Based

Share Award (Shares)

JACOB R. PETKOVICH ⁽¹⁾

JOHN A. FORBES ⁽²⁾

(1)

The Compensation Committee of the Board approved a short-term equity incentive plan award for Mr. Petkovich as stated per the terms of his employment agreement dated November 24, 2020, consisting of 5,000 time-based shares that became 100% vested on January 26, 2021.