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

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. ) 
Filed by the Registrant☑
Filed by a Party other than the Registrant☐

Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

GENTEX CORPORATION

(Name of Registrant as Specified In Its Charter)


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

Payment of Filing Fee (Check the appropriate box):
☑No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11






gntx-20230404_g1.jpg

600 North Centennial Street
Zeeland, Michigan 49464




NOTICE OF 20162023 ANNUAL MEETING OF SHAREHOLDERS


Date: May 18, 2023
Time: 4:30 PM E.T.
Place: Pinnacle Center
3330 Highland Drive
Hudsonville, Michigan

Dear Shareholder:


The Annual Meeting of the Shareholders ("Annual Meeting") of Gentex Corporation (the "Company"("Company"), a Michigan corporation, will be held at The Pinnacle Center, 3330 Highland Drive, Hudsonville, Michigan, on Thursday, May19, 2016, 18, 2023, at 4:30 p.m. EDT, for the following purposes:


1.To elect nine directors as set forth in the Proxy Statement.

2.
To ratify the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ended December 31, 2016.

3.To approve, on an advisory basis, the compensation of the Company's named executive officers.

4.To transact any other business that may properly come before the meeting, or any adjournment thereof.

2.To ratify the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ended
The BoardDecember 31, 2023.
3.To approve, on an advisory basis, the compensation of Directors recommendsthe Company's named executive officers.
4.    To determine, on an advisory basis, whether future shareholder advisory votes on named executive officer compensation should occur every one, two, or three years.
5.To transact any other business that shareholders vote:may properly come before the meeting, or any adjournment thereof.

A.
FOR Item 1
B.
FOR Item 2
C.
FOR Item 3


Shareholders of record as of the close of business on March 21, 2016,20, 2023, are entitled to notice of, to attend, and to vote at the meeting.meeting and are being sent this Proxy Statement on or about April 6, 2023. We are pleased to offer multiple options for voting your shares. As detailed in the "Solicitation of Proxies" section of the Proxy Statement, you can vote your shares via the Internet, (www.proxyvote.com), by telephone (1-800-690-6903), by mail, or by written ballot at the Annual Meeting.We encourage you to use the Internet to vote your shares as it is the most efficient method. If your shares are held in "street name," (that is held for your account by a broker or other nominee), you will receive instructions from the holder of record that you must follow for your shares to be voted.




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Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Shareholders to be held on May 19, 201618, 2023


You are receiving this notice that the proxy materials for our 20162023 Annual Meeting of Shareholders are available on the Internet. The following proxy materials can be found https://www.proxyvote.com:


Company's 20162023 Proxy StatementStatement;
Company's Annual Report to Shareholders for the year ended December 31, 20152022;and
Proxy Card or Voting Instruction FormForm.


Whether or not you expect to be present at the meeting, you are urged to promptly vote your shares using one of the methods discussed above. If you do attend the meeting and wish to vote in person, you must withdraw your earlier-dated Proxyproxy as set forth in the Proxy Statement, and provide proof of ownership of Company shares as of the record date of March 21, 2016.20, 2023.

As always, we encourage you to vote your shares online (https://www.proxyvote.com) or over the phone (1-800-690-6903) prior to the annual meeting.

BY ORDER OF THE BOARD OF DIRECTORS
gntx-20230404_g2.jpg
    Scott Ryan
    Corporate Secretary





April 4, 20166, 2023


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GENTEX CORPORATION


600 North Centennial Street
Zeeland, Michigan 49464


PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD MAY 19, 2016

18, 2023
QUESTIONS & ANSWERS


PROXY STATEMENT




What is a Proxy and a Proxy Statement?

The Company’s Board of Directors (the "Board") is soliciting proxies for the 20162023 Annual Meeting of Shareholders.Meeting. A proxy is your authorization for someone else to vote for youon your behalf in the way you want to vote and allows you to be represented at the Annual Meeting of Shareholderseven if you are unable to attend. A Proxy Statement is the document the United States Securities and Exchange Commission ("SEC") requires and the Company provides to explain the matters you are being asked to vote on by proxy and to disclose certain related information.relevant information.


On or about April 4, 2016,6, 2023, the Company mailed to shareholders of record as of March 21, 201620, 2023 (other than those who previously requested electronic delivery), a Notice of Internet Availability of Proxy Materials (the "Notice"("Notice") containing instructions on how to access the Proxy Statement and Annual Report for the year ended December 31, 2015.2022. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. The Notice instructs you on how to electronically access and review all the proxy materials, and these materials are available at https://www.proxyvote.com or https://materials.proxyvote.com/371901.www.proxyvote.com. The Notice also hasincludes instructions about how you may request to receive proxy materials in a printed form on a one-time or ongoingon-going basis.


What will I be voting on?


•Election of nine directors (see pages 10 - 12)8-11).

•Ratification of the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, 20162023 (see page 34)44).

•Approval, on an advisory basis, of the compensation of the Company's named executive officers (see page 35)45).


•Determination, on an advisory basis, of whether future shareholder advisory votes on named executive officer compensation should occur every one, two, or three years (see page 45).


The Board of Directors recommends a vote: FOR each of the nominees to the Board of Directors; Board; FOR ratification of the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, 2016; and 2023; FOR approval, on an advisory basis, of the compensation of the Company's named executive officers.officers; and does not make a recommendation with respect to whether future shareholder advisory votes on named executive officer compensation should occur every one, two, or three years.


How do I vote?


You can vote either in person at the Annual Meeting or by Proxyproxy without attending the Annual Meeting. We urge you to vote by Proxyproxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold and conduct business at the meeting. If you attend the meeting and wish to vote in person, you must withdraw your earlier-dated Proxyproxy in accordance with this Proxy Statement and provide proof of ownership of Company shares as of the record date of March 21, 201620, 2023.

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Please note that there are separate telephone and Internet arrangements, depending upon whether you are a holder of record (that is, if your shares are registered in your own name with the Company's transfer agent and you have possession of your stock certificate(s)), or are in a direct registration system) or whether you hold your shares in "street
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name" (that is, if your shares are held for you by a broker or other nominee)nominee, in which case you are considered the beneficial owner).


Shareholders of record voting by Proxyproxy may use one of the following three options:

Voting•Vote by Internet (go (log on to https://www.proxyvote.com and follow the directions there)
;
Voting•Vote by toll-free telephone (1-800-690-6903 - instructions are on the Proxy Card or Voting Instruction Form)
; or
•Fill out the enclosed Proxy Card or Voting Instruction Form, sign it, and mail it
it.


If you hold your shares in "street name," please refer to the information forwarded by your broker or other nominee to see which options are available to you. Your broker or other nominee has enclosed or otherwise provided a Voting Instruction Form.


A beneficial owner who wants to cast a vote directly, rather than have a broker or other nominee do so, can either: become a registered owner; or ask the broker or nominee to execute a proxy on your behalf. You can become a registered owner by having your broker or other nominee "certificate" your position, in which case you will receive an actual certificate for your stock, or your share ownership can be moved into a "directdirect registration system." Alternatively, you can check a box on the Voting Instruction Form indicating your plan to attend the meeting and to vote your shares directly, in which case your broker or other nominee should then send you your proxy. Please contact your broker or other nominee for more details.


The telephone and Internet voting facilities for shareholders of record will close at 11:59 p.m. EDT on May 18, 2016.17, 2023. The telephone and Internet voting procedures are designed to authenticate shareholders by the use of control numbers and to allow you to confirm that instructions have been properly recorded.


Can I change my vote?


Yes. At any time before your Proxyproxy is voted at the meeting, you may change your vote by:
•Revoking it by written notice to the Corporate Secretary at the address on the cover of the Proxy StatementStatement;
•Delivering a later-dated Proxyproxy (including a telephone or Internet vote);
•Voting by telephone or Internet at a subsequent timetime; or
•Voting in person at the meeting

meeting.
If you hold your shares in "street name," please refer to the information forwarded by your broker or other nominee for procedures on revoking or changing your Proxy.


How many votes do I have?


You will have one vote for every share of common stock that you owned on March 21, 201620, 2023.


How many shares are entitled to vote?


There were 289,076,997 234,238,980shares of the Company common stock outstanding as of March 21, 2016,20, 2023, and, accordingly, entitled to vote at the meeting. Each share is entitled to one vote.


How many votes must be present to hold the meeting?


The record date is March 20, 2023, and was established by the Board as required. Under the Company’s Bylaws, a majority of all of the voting shares of the capital stock issued and outstanding as of March 21, 2016,20, 2023, must be present in person or by Proxyproxy to hold the Annual Meeting.


What if I do not vote for some or all the matters listed on my Proxy Card or Voting Instruction Form?


If you return a Proxy Card or Voting Instruction Form without indicating your vote for some or all of the matters, if permissible, your shares will be voted as follows for any matter you did not vote on:


•For the approval of the director nominees to the Board of Directors listed on the card
card.
•For ratification of Ernst & Young LLP as the Company’s auditors for the fiscal year ended December31, 20162023.

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•For the approval, on an advisory basis, of the compensation of the Company's named executive officersofficers.
•Abstain with respect to whether future shareholder advisory votes on named executive officer should occur every one, two, or three years.

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How many votes are needed for the approval of items upon which the shareholders are being asked to vote?


•Under Michigan law, the nine nominees for director will be elected by a plurality of the votes cast;cast. Notwithstanding the foregoing, the Company's Bylaws provide that if a director is elected by less than a majority of the votes cast, then such director shall promptly tender his or her resignation by written notice to the Board of Directors.Board.

•Ratification of Ernst & Young LLP as the Company's auditors for the fiscal year ended December 31, 2016,2023, is by a majority of votes cast.

•The proposal to approve the compensation of the Company's named executive officers is advisory and the Board will take such votes into account when considering future actions.
•The proposals to approve the compensation of the Company's named executive officers and to determine the frequency of future shareholder advisory votes on the compensation of named executive officers are advisory and the Board of Directors will take such votes into account when considering future actions.


What if I vote to "abstain?"


A vote to "abstain" will have no effect on the outcome related to the election of the directors or onthe ratification of Ernst & Young LLP as the Company's auditors will have no effect on the outcome.auditors. A vote to abstain with respect to approval of named executive officer compensation or on the frequency of shareholder advisory votes on named executive officer compensation will be taken into account by the Board of Directors in determining future action.


What if I do not return my Proxy Card or Voting Instruction Form and do not attend the Annual Meeting?


If you are a holder of record and you do not vote your shares, your shares will not be voted.

If you hold your shares in "street name," and you do not give your broker or other nominee specific voting instructions for your shares, your broker or other nominee may not be permitted to exercise voting discretion with respect to certain matters to be acted upon.


If you do not give your record holder specific voting instructions and your record holder does not vote on the matters to be voted upon, the votes will be "broker non-votes." "Broker non-votes" will have no effect on the vote for the election of directors or the other matters to be voted upon as set forth in this Proxy Statement.Statement as they are treated as present for purposes of determining the existence of a quorum, but not as shares present and voting on any specific proposal.


Is my vote confidential?


Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your individual voting privacy. Your individual vote will not be disclosed either within the Company or to third parties, except:


•as necessary to meet applicable legal requirementsrequirements;
•to allow for the tabulation of votes and certification of the votevote; or
•to facilitate successful Proxyproxy solicitation by our Board of DirectorsBoard.


Occasionally, shareholders provide written comments on their Proxy Cards or Voting Instruction Forms which are then forwarded to the Company’s management.


How can I receive a copy of the Company’s Form 10-K?

You can obtain, free of charge, a copy of our Form 10-K for the year ended December 31, 2015,2022, which we recently filed with the Securities and Exchange Commission, by writing to:


Corporate Secretary
Gentex Corporation
600 North Centennial Street
Zeeland, Michigan 49464



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You can also obtain a copy of the Company’s Form 10-K and other periodic filings with the Securities and Exchange Commission (SEC) on the Company’s web site under the heading "SEC Filings" at: http://ir.gentex.com.


The Company’s Form 10-K, Annual Report, and other SEC filings mentioned above are also available from the SEC’s EDGAR database at http://www.sec.gov.



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Can I otherwise access the Company’s proxy materials and Annual Report?


The proxy materials are also available on the Company’s Internet website at:

http://ir.gentex.com


What is "householding of proxy materials?"


Only one Notice will be sent to multiple shareholders sharing a single address, unless the Company has received instructions to the contrary from one or more shareholders. If a single copy of the Notice was delivered to an address that you share with another shareholder, and you prefer to receive additional copies, send your request to the Corporate Secretary (at 600 North Centennial Street, Zeeland, Michigan 49464, 1-616-772-1800)616-772-1800), and we will promptly deliver a separate copy.


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BUSINESS HIGHLIGHTS


In 2015,2022, net sales for the Company experienced recordincreased by 11% compared to net sales net income,in 2021, despite lower than forecasted global vehicle production rates and earnings per share.many supply chain challenges encountered during the year. Highlights below include (in thousands, except per share data):


202220212020
Net Sales$1,918,958 $1,731,170 $1,688,189 
Operating Income$370,006 $409,782 $399,556 
Net Income$318,757 $360,797 $347,564 
Earnings Per Share (Fully Diluted)$1.36 $1.50 $1.41 
Cash Dividends Declared Per Common Share$0.48 $0.48 $0.48 
Total Assets$2,327,230 $2,131,391 $2,197,941 

 201520142013
Net Sales$1,543,618
$1,375,501
$1,171,864
Operating Income$458,766
$398,834
$304,742
Net Income$318,470
$288,605
$222,930
Earnings Per Share (Fully Diluted)$1.08
$0.98
$0.78
Cash Dividends Declared Per Common Share$0.34
$0.31
$0.28
Total Assets$2,148,673
$2,022,540
$1,764,088
Long-Term Debt Outstanding at Year End$225,625
$258,125
$265,625




SOLICITATION OF PROXIES


This Proxy Statement is being furnished on or about April 4, 20166, 2023 to the shareholders of Gentex Corporation as of the record date, March 20, 2023, in connection with the solicitation by the Board of Directors of the Company of Proxiesproxies to be used at the Annual Meeting of Shareholders to be held on Thursday, May 19, 2016,18, 2023, at 4:30 p.m. EDT, at The Pinnacle Center, 3330 Highland Drive, Hudsonville, Michigan 49426.


Each shareholder as of the record date, as an owner of the Company, is entitled to vote on matters to come before the Annual Meeting. The use of Proxiesa proxy allows a shareholder of the Company to be represented at the Annual Meeting even if the shareholder is unable to attend in person.


There are four ways to vote your shares:

1)
By Internet at https://www.proxyvote.com (We encourage you to vote this way)
2)By toll-free telephone (refer to your Proxy Card or Voting Instruction Form for the correct number)
3)By completing and mailing your Proxy Card or Voting Instruction Form
4)By written ballot at the Annual Meeting


1)By Internet at https://www.proxyvote.com. We encourage you to vote this way.
2)By toll-free telephone (1-800-690-6903)
3)By completing and mailing your Proxy Card or Voting Instruction Form
4)By written ballot at the Annual Meeting

If the form of Proxyproxy accompanying this Proxy Statement is properly executed using any of the methods described above, the shares represented by the Proxyproxy will be voted at the Annual Meeting of Shareholders and at any adjournment of the meeting. Where shareholders specify a choice, the Proxyproxy will be voted as specified. If no choice is specified, the shares represented by Proxyproxy will be voted voted: FOR the election of all nominees named in the Proxy; Proxy Statement; FOR ratification of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, 2016;2023; and FOR approval, on an advisory basis, of the compensation of the Company's named executive officers. These proposals are described in this Proxy Statement. A Proxyproxy may be revoked prior to its exercise by (1) delivering a written notice of revocation to the Corporate Secretary, (2) delivery of a later-dated Proxy,proxy, including a telephone or Internet vote, or (3) attending the meeting and voting in person, as discussed above.



VOTING SECURITIES AND RECORD DATE


March 21, 2016,20, 2023, has been fixed by the Board of Directors as the record date for determining shareholders entitled to vote at the Annual Meeting. On that date, 289,076,997 234,238,980shares of the Company’s common stock, par value $.06 per share, were issued and outstanding. Shareholders are entitled to one vote for each share of the Company’s common stock registered in their names at the close of business on the record date. Abstentions and broker non-votes are counted for the purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions and broker non-votes are not, however, counted in tabulations of votes cast on matters presented to shareholders, though the Board will consider abstentions in determining future actions.







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ELECTION OF DIRECTORS


The Company’s Restated Articles of Incorporation specify that the Board of Directors shall consist of at least six, but not more than nine members, with the exact number to be determined by the Board. The Board has currently set the number of directors at nine. The Restated Articles of Incorporation state that directors shall be elected annually for terms expiring at the next annual meeting of shareholders.


The majorityOf the nine current members on the Company's Board, eight of the members of the Company’s Board of Directorsthem qualify as "independent directors" as determined in accordance with the current listing standards of The NASDAQ Global Select Market ("NASDAQ"). Based on these current NASDAQ listing standards, the Company’s Board has identified and affirmatively determined the following directors have no material relationships with the Company other than as a director and are independent: Joseph Anderson, Leslie Brown, Gary Goode, Pete Hoekstra, JimJames Hollars, John Mulder, Richard Schaum, Fred Sotok,Kathleen Starkoff, Brian Walker, and James Wallace.Ling Zang. In making its independence determinations, the Board considered: the former employment of Mr. Hollars at the Company and athe former consulting arrangement between Vaporsens and Dr. Zang, which ended prior to the Company's acquisition of Mr. Mulder; the former employment of Mr. Hollars; and the fact that Mr. Sotok's son had an indirect interestVaporsens in a former vendor of the Company.April, 2020. The Board determined that these circumstances do not interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on information provided to the Board by new director nominee Ms. Leslie Brown, the Board has affirmatively determined that she has no material relationship withSteve Downing, President and CEO of the Company, and willdoes not qualify as an independent director under the NASDAQ standards, if elected.applicable standards. Mr. Wallace has been elected as Lead Independent Director under the Company's Lead Independent Director Policy.Hollars is not standing for re-election.


Each of the current Board of Directors members (including the new nominee for election as a director at the Annual Meeting) have been determined to meet the required experience and qualifications set forth in the Company's Position Profile: Member of the Board of Directors, including, among them, high levels of personal and professional integrity, distinguished management careers, and the demonstrated or perceived ability to work effectively as Board members. Combined with the other desirable characteristics and experience of such individuals, these individuals have the experience, qualifications, attributes, and/or skills (which are described below) which ledhave made them valued directors. Though Mr. Hollars is not standing for re-election, the Nominating and Corporate Governance Committee to recommend such individualshas recommended the other incumbent directors, along with Mr. Garth Deur, to the Board for nomination for election to the Board,Board. The Nominating and ledCorporate Governance Committee became aware of Mr. Deur as a candidate through pre-existing relationships, as well as his time serving as an officer of the Board to concludeCompany more than 15 years ago. The Nominating and Corporate Governance Committee has concluded such individuals should be nominated for election to the Board. BasedBoard, based on interviewsqualifications and interactions with memberscontributions of the Nominatingsuch incumbent directors and Corporate Governance Committeebased on Mr. Deur's: background; professional and the Board, the Board believes Ms. Brown will be ablepersonal integrity; distinguished management career; and perceived ability to work effectively with the Board. If elected, the Board has affirmatively determined, even after considering Mr. Deur's former employment at the Company (as described below), Mr. Deur will qualify as an independent director as determined in accordance with the current listing standards of NASDAQ, since Mr. Deur has no material relationships with the Company other than as a director nominee.


The terms of all current Board of Directors members will expire upon the election of the directors to be elected at the 20162023 Annual Meeting. TheBased on the foregoing, the Board has upon(upon the recommendation of the Company's Nominating and Corporate Governance Committee,Committee) nominated Fred Bauer,Joseph Anderson, Leslie Brown, Garth Deur, Steve Downing, Gary Goode, Pete Hoekstra, James Hollars, John Mulder, Richard Schaum, Fred Sotok,Kathleen Starkoff, Brian Walker, and James WallaceLing Zang for election as directors at the Annual Meeting, each to serve a one-year term expiring in 2017. Ms. Brown is2024. The Nominating and Corporate Governance Committee continues to avail itself of a new nominee who is known by managementvariety of resources in its efforts to identify qualified and diverse candidates. Candidates are sought not only in traditional corporate environments, but also other environments such as government, academia, private enterprise, nonprofit organizations, and a numbervariety of professions. In order to promote diversity, the Nominating and Corporate Governance Committee is: willing to consider exceptions to the Board Attendance and Overboarding Policy; considering search firms with a track record of identifying qualified, diverse director candidates; as appropriate, seeking to engage with organizations representing the interests of women and minorities; and periodically reviewing its processes and procedures to ensure there are no structural impediments to increasing Board diversity. The Board continues to build a pool of diverse candidates and the Board's diversity has increased because of these actions. In fact, the Company now has two female directors and two other diverse directors, satisfying NASDAQ's board diversity rule well in advance of specified dates for compliance. The Nominating and Corporate Governance Committee seeks to ensure diverse candidates are considered and interviewed for any open Board seat(s). The Board believes its diversity will continue to increase as a result of the foregoing approach taken by virtue of her being a prominent local business woman with significant community involvement.the Nominating and Corporate Governance Committee.


Unless otherwise specifically directed by a shareholder’s marking on the Proxy Card or Voting Instruction Form, or in directions given either via the Internet or telephone, the persons named as Proxyproxy voters in the accompanying Proxyproxy will vote for the nominees described above and below. If any of these nominees becomes unavailable, which is not now anticipated, the Board may designate a substitute nominee, under the recommendation of the Nominating and Corporate Governance Committee, in which case the accompanying Proxyproxy will be voted for the substituted nominee. Proxies cannot be voted for a greater number of persons than the number of nominees named.

A
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Under the Michigan Business Corporation Act, a plurality of votes cast by shareholders at the meeting is required to elect directors of the Company under Michigan law. Accordingly, the nominees who receive the largest number of affirmative votes will be elected, regardless of the number of votes received. Notwithstanding the foregoing, the Company in response to a shareholder proposal and with the proponent's concurrence with the Company's implementation of the same, amended its Bylaws to provide that if a director is elected by less than a majority of the votes cast, then such director shall promptly tender his or her resignation by written notice to the Board of Directors.Board. Each of the nominees has agreed to tender his or her resignation from the Board in writing to the Board if he or she is not elected by a majority of votes cast. Broker non-votes and votes withheld will not have a bearing on the outcome of the election (though the Nominating and Corporate Governance Committee and Board will consider abstentions in making future nominations). Votes will be counted by Inspectors of Election appointed by the presiding officer at the Annual Meeting.

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The Board of Directors recommends a vote FOR the election of all persons nominated by the Board.


The content of the following table relating to age and business experience is based upon information furnished to the Company by the nominees and directors, as of February 18, 2016.

16, 2023.
New Director Nominee
Name (Age) and PositionBusiness Experience
Nominees for Terms to Expire in 20162024
Fred Bauer (73)Mr. Garth Deur (66)
  New Director Nominee
Mr. Deur currently serves as managing director of Iroquois Ventures LLC, a firm providing capital formation and advisory services to private and startup companies. He has served in this role since 2016. Previously, Mr. Deur worked at Lake Michigan Financial Corporation (LMFC) from 2007 to 2016 in various roles including Chief Operating Officer, President and Chief Executive Officer. He served as Senior Vice President - Business Development for Chemical Financial Corporation after its acquisition of LMFC in 2015. Prior to joining LMFC, Mr. Deur served in significant financial and business development roles with the Company and Johnson Controls when it acquired the former Prince Corporation. Mr. Deur spent six years as Executive Vice President of the Company and 10 years in various executive roles at Prince Corporation / Johnson Controls. He began his career in 1982 as a CPA with Arthur Andersen LLP, specializing in the automotive industry. As such, Mr. Deur has significant experience in the Company's primary industry. He has prior experience serving on numerous boards of directors. Mr. Deur has been affirmatively identified as an independent director if elected to the Board.

Incumbent Director Nominees
Name (Age) and PositionBusiness Experience
Nominees for Terms to Expire in 2024
Mr. Joseph Anderson (80)
  Director since 19812022
Mr. BauerAnderson is the majority owner, Chairman and CEO of TAG Holdings, LLC which owns several manufacturing, service, and technology-based companies currently based in North America. He graduated from West Point with a Bachelor of Science Degree in Math and Engineering, and holds two master’s degrees from the University of California, Los Angeles. He has been awarded Honorary Doctoral degrees from Kettering University and Central Michigan University, and the Distinguished Graduate Award from West Point. Mr. Anderson attended the Army’s Command and General Staff College and is a graduate of the Harvard Advanced Management Program. During his career in the military, Mr. Anderson commanded troops as an infantry officer in the 82nd Airborne Division and served two tours of duty with the 1st Cavalry Division in Vietnam. Mr. Anderson’s military awards include two silver stars, five bronze stars, three Army Commendation Medals, and eleven Air Medals. He was selected to be a White House Fellow and worked as Special Assistant to Secretary of Commerce, Juanita Kreps, until beginning his career with General Motors. While at GM, Mr. Anderson progressed through several manufacturing and leadership roles before being appointed General Director of the Body Hardware Business Unit, a business unit with 7,000 employees and revenue of $1 billion. After 13 years of service, Mr. Anderson resigned from GM to become President and Chief Executive Officer of a privately held company, where he worked to acquire, grow, and sell businesses globally within the Company,automotive, heavy equipment, aerospace and defense markets. He is a past chairman of the U.S. Department of Commerce Manufacturing Council, and has held that position for more than five years. As a founderserved on multiple local and national boards, in addition to having been the immediate past Chairman of the Company,Federal Reserve Bank of Chicago-Detroit Branch. His community involvement includes Chairman of the Board of the National Recreation Foundation, the Horizons Upward Bound Advisory Board and the University of Michigan-Dearborn Executive Leaders Advocacy Group. Given the foregoing, Mr. Bauer offersAnderson brings a vast wealth of knowledgeleadership experience and experience with respect toindustry knowledge. Mr. Anderson has been affirmatively identified as an independent director by the Company and the industries in which it operates that only comes with 35 plus years of dedicated service.Board. Mr. Bauer thoroughly understandsAnderson serves on the Company's industriesNominating and has practical experience with the operational, engineering, administrative, and financial aspects of the Company, due to the many roles in which he has served the Company over the years. Mr. Bauer has overseen the Company's increase in market capitalization from approximately $17 million at its initial public offering in 1981 to approximately $4.35 billion as of March 1, 2016. In addition, he is also the named inventor on a number of the Company's patents.Corporate Governance Committee.
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Ms. Leslie Brown (62)
 New(69)
 Director Nominee
since 2016
Ms. Brown, since 2003, is the owner and Chairpersonchairperson of Metal Flow Corporation, a Holland, Michigan, based high volume producer of technically sophisticated custom metal (of various varieties) components through deep draw processes. Including operations in China, Metal Flow Corporation globally ships approximately 1.3over one million parts daily for a variety of automotive applications, including airbags, decorative trim, emissions, fuel handling, sensors, and solenoids. As such, Ms. Brown has a significant understanding of, and experience with, challenges faced by manufacturing companies that supply the global automotive industry. In addition to her years of experience as an entrepreneurial automotive supplier, as a prominent local business womanbusinesswoman serving on a variety of community organization boards of directors (including as Chairpersonchairperson of the Holland Hospital Board), Ms. Brown has demonstrated a high degree of professionalism and personal and professional integrity.  It is expected that Ms. Brown can offer the Board a uniqueoffers insight and perspective especially in terms of developing and maintaining an entrepreneurial team. Ms. Brown has been affirmatively identified as an independent director if elected.


by the Board. Ms. Brown is Chair of the Company's Nominating and Corporate Governance Committee.
Gary Goode (70)Mr. Steve Downing (45)
   Director since 20032020
Mr. Downing was elected Chief Executive Officer of the Company effective as of January 1, 2018. He has been employed by the Company since 2002. Prior to being elected Chief Executive Officer, he served as President and Chief Operating Officer from August 2017 to December 2017, as Senior Vice President and Chief Financial Officer from June 2015 to August 2017, and as Vice President of Finance and Chief Financial Officer from May 2013 to June 2015. He served in a variety of roles before that time. During his tenure with the Company, Mr. Downing has collected a vast wealth of knowledge and experience with respect to the Company and the industries in which it operates. Mr. Downing's thorough understanding of the Company's industries, familiarity with the Company's entrepreneurial culture, ability to build and lead a cohesive management team, and demonstrated work with the Board make him an appropriate Board member.
Mr. Gary Goode (77)
  Director since 2002		Mr. Goode is the Chairman of Titan Distribution LLC, an Elkhart, Indiana company, that offers consulting and distribution services related to structural adhesives, and has held that position since 2004. He was previously employed at Arthur Andersen LLP ("Andersen") for 29 years, including 11 years as the managing partner of its West Michigan practice, until his retirement in 2001. He is currently a director and Chairman of the Audit Committee at Universal Forest Products, Inc.
As an audit committee financial expert, Mr. Goode provides the Board with financial reporting and accounting expertise. His many years of public accounting experience provided Mr. Goode the opportunity to work with a great variety of small and large companies, including public companies, in a broad array of industries (including automotive and technology companies). Such experience allows Mr. Goode to provide excellent perspective to the Board. Mr. Goode has been affirmatively been identified as an independent director by the Board of Directors and as an audit committee financial expert. He is the ChairmanChair of the Company's Audit and Compensation Committees,Committee and serves on the Company's Compensation and Nominating and Corporate Governance Committee.

Committees.
Pete Hoekstra (62)
  Director since 2013
Currently Mr, Hoekstra serves as the Shillman Senior Fellow at the Investigative Project on Terrorism, and as President of Hoekstra Global Strategies where he consults with entrepreneurial start up companies in a variety of industries. He also advises companies on federal government policy.  In 2015, Mr. Hoekstra served as a senior adviser at Greenberg Taurig LLP in that firm's Public Policy and Law Practice, providing business consulting. From 2011 to 2014, Mr. Hoekstra served as senior adviser at Dickstein Shapiro LLP in that firms Publc Policy and Law Practice Group, providing business consulting. He served in the United States Congress for 18 years, representing Michigan’s 2nd Congressional District from 1993 to 2011, and is in rare company as a former U.S. Congressman with experience as a Fortune 500 business executive. Before his election to Congress, he worked at Herman Miller, Inc. for 15 years, becoming vice president of marketing at the Zeeland, Michigan-based office furniture manufacturer during a period when that company's revenues grew approximately 800%. At Herman Miller, Mr. Hoekstra worked in product development, product management, and dealer development as he rose through the ranks. Mr. Hoekstra provides the Board with a unique blend of expertise and perspective on the global marketplace and public policy implications. Mr. Hoekstra has affirmatively been identified as an independent director by the Board of Directors.
James Hollars (71)
  Director since 2014
Mr. Hollars and his wife are currently the Naples, Florida area License Partners of Engel & Voelkers, a Hamburg, Germany based company with operations in 37 countries.  Engel & Voelkers is one of the leading companies in the world in the areas of exclusive residential real estate, commercial real estate, yacht brokerage and airplane leasing. In 2015, Mr. Hollars' company expanded its operations beyond Naples, to include Bonita Springs and Estero, Florida, and opened a second location in Bonita Springs. From 1999 to 2009, Mr. Hollars was the Senior Vice President - Sales of the Company. Mr. Hollars has an exceptional understanding of the sales process for suppliers to automotive OEMs, especially in Europe which continues to be an important geographic market for the Company. Mr. Hollars offers the Board unique insight into the decision-making process of automotive customers as regards sourcing. His familiarity with the Company's core business principles and what it takes to work in an entrepreneurial environment allow him to understand the Company more fully. Mr. Hollars has been affirmatively identified as an independent director by the Board.
John Mulder (79)
  Director since 1992
Mr. Mulder was the Vice President - Customer Relations of the Company from February 2000 to June 2002. Before that, he was Senior Vice President - Automotive Marketing of the Company from September 1998 to February 2000. Prior to September 1998, he was Vice President - Automotive Marketing of the Company for more than five years. Mr. Mulder's overall understanding of the Company's primary industry and intimate knowledge of selling to automotive original equipment manufacturers provides valuable insight to the Board of Directors. His familiarity with the Company's core business principles and close relationship developed over the years with relevant decision makers at the Company's customers offer the Board a valuable perspective. Mr. Mulder has affirmatively been identified as an independent director by the Board of Directors.

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Richard Schaum (69)
(76)
  Director since 2011
Mr. Schaum has been General Manager of 3rd Horizon Associates LLC, a technology assessment and development company, since May 2003. From October 2003 until June 2005, he was Vice President and General Manager of Vehicle Systems for WaveCrest Laboratories, Inc., a startup company involved in the commercialization of proprietary electric propulsion systems. Prior to that, for more than thirty years, he was with DaimlerChrysler Corporation, and its predecessor, Chrysler Corporation, most recently asserving in various positions including Executive Vice President, Product Development, and General Manager of Powertrain Operations. His responsibilities over those years included product development, manufacturing, program managementOperations, a $7 billion business with 11 plants and quality.23,000 employees. Mr. Schaum is a fellow of the Society of Automotive Engineers and served as its Chairman and President from 2007 to 2008. He is currently a director and a member of the Corporate Governance Committee of BorgWarner, Inc., a publicly-traded company that manufactures and sells technologies for engines and drive trains. He ishas also previously served on the Board of Directors and is a member of the AuditBorgWarner, Inc. and Compensation Committees of Sterling Construction Inc., a heavy civil construction company. Mr. Schaum has extensive executive and management experience at all levels in a Fortune 100 company and more recent experience with an entrepreneurial start-up company, as well as knowledge of, and interest in, corporate governance matters, gained on the board of a Fortune 500 company. In addition, his technical background and operating experience contribute to the breadth and depth of the Board's interactions and deliberations.Co. Mr. Schaum has been affirmatively identified as an independent director by the Board. He is Chair of the Board, Chair of Directors. Mr. Schaumthe Company's Compensation Committee, and serves on the Company's Audit and Compensation Committees.Committee.
Frederick Sotok (81)
Ms. Kathleen Starkoff (65)
Director since 2000
2018		Mr. SotokMs. Starkoff is the President and CEO of Orange Star Consulting, a Columbus, Ohio based information technology consulting firm.  She has served in that role since 2013. Prior to that, Ms. Starkoff was ExecutiveChief Information Officer at the Ohio State University from 2008-2013. Before that, she served as Chief Technology Officer and Group Vice President of Limited Brands (now L Brands), a global retailer that includes Bath & Body Works. She also served as Chief Technology Officer and Chief Operating OfficerSenior Vice President of PrinceBankOne Corporation (manufacturer of automotive interior parts that was acquired by Johnson Controls in 1996) in the last five years of his employment which began in October 1977 and ended in October 1996. By virtue of Mr. Sotok's former position at a large automotive interior and electronic parts supplier, Mr. Sotok has a thorough understanding of the global automotive industry and the unique challenges faced by automotive suppliers, including both organizational and administrative issues. Mr. Sotok's 17 years of experience in manufacturing management at General Electric also(now JPMorgan Chase). As such, Ms. Starkoff provides the Board with significant information technology and enterprise risk management expertise, including in the public company context. In addition, she has significant private and nonprofit board experience and has been recognized by the National Association of Corporate Directors with manufacturing experience to draw upon. Mr. Sotok(“NACD”) as both a “Leadership Fellow,” and a featured cyber-security expert.  Ms. Starkoff has been affirmatively been identified as an independent director by the Board of Directors.Board. Ms. Starkoff serves on the Company's Audit Committee.
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James Wallace (73)
Mr. Brian Walker (61)
Director since 2007

2018		Mr. WallaceWalker is Chairmancurrently Partner - Strategic Operations with Huron Capital, a mid market Private Equity Firm. Prior to joining Huron Capital, Mr. Walker served as President and CEO of Herman Miller, Inc., a company involved in the research, design, manufacture, selling, and distribution of office furniture systems, seating products, and other free-standing furniture elements. Mr. Walker worked at Herman Miller, Inc. for 29 years in a variety of capacities, including Chief Operating Officer, Chief Financial Officer, and Executive Vice President. Mr. Walker serves as a member of the Board of Cranel, Inc., a Columbus, Ohio, company that provides storage, imaging, and information technology services; data storage solutions; document imaging, storage, publishing, and duplication services; and support, toDirectors of Universal Forest Products, where he serves as Chair of the storage and imaging industry. Previously, heAudit Committee. Mr. Walker has served as Presidenta board member for a number of public and Chief Executive Officer of Cranel, Inc. for more than five years. Hisprivate companies. The Company is pleased to have access to Mr. Walker's executive experience and financial expertise in the information technology services industry offers the Board of Directors anpublic company settings, along with his international business experience, his experience on corporate boards and his keen understanding of evolving technologies,challenges public companies face in addition to manufacturing expertise, especially while operating in an entrepreneurial environment.West Michigan. Mr. WallaceWalker is a Certified Public Accountant, and he serves on the Company’s Audit and Compensation Committees. He has been affirmatively been identified as an independent director by the BoardBoard.
Dr. Ling Zang (54)
Director since 2021		Dr. Zang is a professor at the University of Directors. Mr. WallaceUtah affiliated with the Department of Materials Science and Engineering. He is also the ChairmanDirector of the Company’s NominatingUtah Center for Interfacial Sciences, Nano Institute of Utah. He is a Fellow of the National Academy of Inventors, and Corporate Governance Committeewas previously an Alexander von Humboldt Fellow, NSF CAREER Award winner, and servesK. C. Wong Foundation Research Fellow. Dr. Zang earned his B.S. in physical chemistry from Tsinghua University and Ph.D. in chemistry from the Chinese Academy of Sciences. Dr. Zang’s research focuses on nanoscale imaging and molecular probing, organic semiconductors and nanostructures, optoelectronic sensors and nanodevices, and photocatalysis and photovoltaics for conversion of solar energy, with the Company's Compensation Committee. Hegoal to achieve practical applications in the areas of public safety, renewable energy and environmental protection. Dr. Zang has been elected Lead Independent Director underawarded with various federal grants (from NSF, DHS, DOE/ARPA-E, NASA, etc.) to support his broad range of research in nanoscience and nanotechnology. More than 25 patent applications have been filed from Dr. Zang’s lab. Dr. Zang also founded Metallosensors, Inc. and Vaporsens (though his consulting relationship with Vaporsens terminated prior thereto). Dr. Zang’s background, education, and research complement the Company's Lead Independent Director Policy.Company’s vision and focus on continuing to be a technology Company. Dr. Zang’s experience in academia as well as his vast understanding of how to bring technology from a laboratory environment into commercialization are serving the Board well. Dr. Zang has been affirmatively identified as an independent director by the Board.



COMMON STOCK OWNERSHIP OF MANAGEMENT


The following table contains information with respect to ownership of the Company’s common stock by all directors, nominees for election as directors, executive officers named in the tables under the caption "EXECUTIVE COMPENSATION," current named executive officers, and all directors and such executive officers as a group. The content of this table is based upon information supplied by the Company’s named executive officers, directors and nominees for election as directors, and represents the Company’s understanding of circumstances in existence as of March 1, 2016.2023.
Name of Beneficial OwnerAmount and Nature of OwnershipPercent of Class
Shares Beneficially Owned (1)
Exercisable Options (2)
Joseph Anderson4,416 0 *
Neil Boehm52,418 16,242 *
Leslie Brown39,725 21,000 *
Matthew Chiodo60,147 30,000 *
Garth Deur0 0 *
Steve Downing244,437 101,000 *
Gary Goode42,880 14,000 *
James Hollars72,065 28,000 *
Kevin Nash61,084 27,000 *
Scott Ryan45,631 25,000 *
Richard Schaum97,285 54,000 *
Kathleen Starkoff21,155 4,430 *
Brian Walker19,235 3,510 *
Dr. Ling Zang15,554 0 *
All directors and executive officers as a group (14 Persons)776,032 324,182 *
Name of Beneficial OwnerAmount and Nature of Ownership
Percent
 of Class
Shares Beneficially Owned (1)Exercisable Options (2)
Fred Bauer7,593,123
973,400
2.6%
Leslie Brown3,000
-
*
Steve Downing66,948
26,520
*
Gary Goode121,000
105,000
*
Pete Hoekstra
41,000 (3)

33,000
*
James Hollars58,004
21,000
*
Joseph Matthews15,370
-
*
John Mulder
103,104 (4)

33,000
*
Kevin Nash34,912
6,412
*
Mark Newton
(5 
) 
-
*
Scott Ryan22,287
13,696
*
Richard Schaum61,000
57,000
*
Frederick Sotok
72,348(6)

31,000
*
James Wallace98,400
81,000
*
All directors and executive officers as a group (14 persons)8,290,496
1,381,028
2.9%

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* Less than one percent.


(1)Except as otherwise indicated by footnote, each named person claims sole voting and investment power with respect to the shares indicated.
(2)This column reflects shares subject to options exercisable within 60 days, and these shares are included in the column captioned "Shares Beneficially Owned."
(3)Includes 500 shares held by Mr. Hoekstra’s wife in an individual retirement account.
(4)Includes 60,000 shares held in a trust established by Mr. Mulder's spouse, and Mr. Mulder disclaims beneficial ownership of these shares.
(5)Mr. Newton was no longer an executive officer as of June 22, 2015.
(6)Includes 348 shares owned by Mr. Sotok’s spouse through a partnership, and Mr. Sotok disclaims beneficial ownership of these shares.

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(1)Except as otherwise indicated by footnote, each named person claims sole voting and investment power with respect to the shares indicated.
(2)This column reflects shares subject to options exercisable within 60 days, and these shares are also included in the column captioned "Shares Beneficially Owned."

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS


The following table contains information with respect to ownership of the Company’s common stock by persons or entities that are beneficial owners of more than five percent of the Company’s voting securities as of December 31, 2015.2022.
Name and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Class
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355		23,811,022 10.2 %
Black Rock Inc.
55 East 52nd Street,
New York, NY 10022		21,699,625 9.3 %

Name and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Class
Black Rock Inc.
40 East 52nd Street,
New York, NY 10022
20,332,447
7.0%
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
19,836,674
6.8%



CORPORATE GOVERNANCE

The Company operates within a comprehensive plan of corporate governance set forth in the Gentex Corporation Corporate Governance Guidelines (*) as adopted for the purpose of defining responsibilities, setting high standards of professionalism and personal conduct, and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance.


The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and a Corporate Governance Committee, and, in accordance with the Company's Bylaws, may appoint other committees from time to time. Each standing committee has a written charter. All such charters, as well as any documents marked with an asterisk (*) in this Proxy Statement, are available under the headingheadings, "Corporate Governance", then "Documents & Charters" on the Company’s web site at http://ir.gentex.com. A hard copy of any of these documents will be provided to any shareholder who submits a request in writing to the Corporate Secretary, Gentex Corporation, 600 North Centennial Street, Zeeland, MI 49464.


Each member of the Board of Directors is expected to abide by the Gentex Corporation Board of Directors Attendance and Overboarding Policy (*), includingunless an exception thereto has been approved by the Board. That includes the expectation to attend all meetings of the Board, all applicable committee meetings, and each annual meeting of shareholders. All the members of the Board attended the 20152022 Annual Meeting of Shareholders.Meeting. Each of the current members of the Board, including all nominees for the Board, except Ms. Brown (who will be traveling), isare expected to attend the 20162023 Annual Meeting of Shareholders.Meeting. During 2015,2022, the Board held fivefour Board meetings. All directors then serving attended at least 75 percent of the aggregate number of meetings of the Board and Board committees on which they served.


Responsiveness to Shareholders


•The fact that the Company has declassified its Board of Directors and implemented majority voting for directors (in the form of a director resignation Bylaw) in response to shareholder proposals, as well as allowing its shareholder rights plan (poison pill) to expire, demonstrates recent

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responsiveness to expressed shareholder concerns. In fact, implementation of majority voting for directors (in the form of a director resignation Bylaw) was done with the input and concurrence of the shareholder proponent as to form of adoption of the same.
•The fact that the Company hasalso implemented a Lead Independent Director Policy (*) also demonstratesto address concerns raised by shareholders when the Company had a non-independent Chair of the Board, again demonstrating its commitment to good corporate governance and ongoing engagement with shareholders.
•The Company has added a Sustainability section to its website (which is updated periodically) and publishes an annuala Sustainability Report annually that provides short and long term sustainability reportgoals, key information regarding progress that the Company is making for sustainability initiatives, and key information about the Company's diversity, equity and inclusion (DE&I) efforts and human capital management.
•The Company has added additional diversity considerations to its director nominating policies in response to suggestions from shareholders. Such diversity considerations, along with the actual practices of the Nominating and Corporate Governance Committee, have led to a broader and more diverse director candidate pool including nomination of the Company's first female director.and a more diverse Board.
The Company's on-going efforts concerning diversity have led to increasing diversity through all levels of the organization.
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In addition to demonstrating recent responsiveness to shareholder concerns, the Company has historically demonstrated its commitment toward corporate governance by its compensation system, which ensures that all team members share in financial opportunities and sacrifices so employees win when shareholders win. The Company does not have any "golden parachutes" or other excessive perquisites.



Lead Independent Director/Independent Directors

Under the Company's Lead Independent Director Policy, Mr. Wallace has been elected Lead Independent Director by the Board of Directors independent directors.
In addition to acting as a liaison between the independent directors and the Chairman, the Lead Independent Director has such duties and responsibilities as the Board of Directors may assign to him or her, including: presiding at all meetings of the Board at which the Chairman is not present; presiding at all executive sessions of independent directors and the ability to call such meetings; approving all information being sent to the Board, including meeting agendas and board meeting schedules (to ensure enough time for discussion of all agenda items); being available for meetings with major shareholders upon request; and retaining advisors.
In accordance with the NASDAQ Stock Market Rules, in order for a director to qualify as "independent," the Board of Directors must affirmatively determine that the director has no material relationship with the Company that would impair the director’s independence. The Board has affirmatively determined a majority of its members are independent, and they include Messrs. Goode, Hoekstra, Hollars, Mulder, Schaum, Sotok, and Wallace. In addition, the Board has determined that new nominee, Ms. Leslie Brown, will be independent, if elected. Given the foregoing, a majority of the Board is comprised of independent directors as defined in the NASDAQ Stock Market Rules. In fact, a super majority of Board members are independent.
A meeting of the independent directors, separate from management, is an agenda item at each Board of Directors meeting. During 2015, the independent directors met on five occasions.



Board of Directors Leadership Structure


Fred Bauer has served•Richard Schaum serves as Chairmanan independent Chair of the Board of Directors and Chief Executive Officer (CEO) of the Company for 35 plus years. The Company’s market capitalization has increased from approximately $17 million at the initial public offering in 1981 to approximately $4.35 billion as of March 1, 2016. As a founder of the Company, Mr. Bauer is uniquely situated to serve as Chairman and CEO, which has been demonstrated by the Company's historical performance.Directors.
As noted above, the Board also has a Lead Independent Director and the independent members of the Board have as an agenda item, in connection with each Board meeting, for the opportunity to meet without management (and have met on other occasions as well). •The Company acknowledges that independent board leadership is important, and believes that it is already getting such leadership from itsthe independent directors which has been bolstered by electionwill continue to meet outside of a Lead Independent Director. As such, there is no need at this time to separate the Chairman and CEO roles as a matterpresence of policy (although it could be appropriate to do so inmanagement.
•Even with an independent Chair of the future).

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TheBoard, the Company continues to believeremains of the belief that it is important that the Board have flexibility to determine the most qualified person to serve as Board ChairmanChair, rather than unduly impairing such flexibility with any policy requiring an independent Chair of the Board.
•While the Board Chairman.now has an independent Chair, and the next Chair may be independent as well, alleviating the need for a Lead Director, the Lead Independent Director Policy remains in place to continue to provide the Board appropriate flexibility.
•The Board, continues to believe that the Company is fortunate to have Mr. Bauer, a founder of the Company, serve as Chairmanand each standing committee of the Board, undertake annual self-evaluations which include: written evaluations; collection of relevant information; summary and Chief Executive Officerreview of the Company, as his 35 plus years of experience makes himsame by the best choiceBoard and each committee; and the opportunity for peer review and for each of these roles.director to comment thereupon. This process has helped inform the Board in regard to existing director qualifications, skills, attributes, and experience and those needed for the future.
The Board has also determined that having Mr. Bauer serve in each of these roles has allowed the Company to speak with one voice, avoid the dilution of leadership, and empowered Mr. Bauer to act with determination, all of which have benefited the Company and its shareholders. The Board believes that having the flexibility to choose the Chairman best suited to serve in the future is important as well.

Audit Committee


•The Company’s Audit Committee currently includes Messrs.Mr. Goode (Chairman)(Chair), Mr. Schaum, Ms. Starkoff, and Sotok.Mr. Walker.
•The Audit Committee met fourten times during the fiscal year ended December 31, 2015.2022. Information regarding the functions performed by the Committee is set forth in the following "Report of the Audit Committee".Committee."
•The Board of Directors has affirmatively determined that all members of the Audit Committee meet the appropriate tests for independence, including those set forth in the NASDAQ Stock Market Rules.
•All Audit Committee members possess the required level of financial literacy and the Board of Directors has determined that at least one member of the Audit Committee, Mr. Goode, meets the current standard of audit committee financial expert as required by the Sarbanes-Oxley Act.
•The Audit Committee operates pursuant to the Gentex Corporation Audit Committee Charter (*).
•The Company’s independent auditors are engaged by and report directly to the Audit Committee.Committee and the Audit Committee is actively engaged in selecting the audit engagement partner.
•The Audit Committee, consistent with the Sarbanes-Oxley Act and the rules adopted thereunder, meets with management and the auditors prior to the filing of officer certifications with the SEC to receive information concerning, among other things, any significant deficiencies or material weaknesses in the design or operation of internal controls.
•The Audit Committee’s policy regarding the pre-approval of audit and non-audit services provided by the Company’s independent auditors is outlined in a document called "Revised Audit Committee Procedures for Approval of Audit and Non-Audit Services by Independent Auditors,"Auditors" (*), which is attached as Appendix A to this Proxy Statement.
•The Audit Committee reviews and discusses with the Company's independent auditors all relationships the independent auditor has with the Company so as to be able to determine the auditor's objectivity and independence.
•The Audit Committee has adopted a policy titled "Complaint Procedures for AccountingSubmission and Auditing Matters"Handling Policy" (*), to enable confidential and anonymous reporting to the Audit Committee.Committee and to the Company as appropriate.
•The Audit Committee reviews and approves all related-party transactions in accordance with itsthe Audit Committee Charter. This review and approval covers all manners of related-party transactions, which are viewed in light of applicable disclosure requirements, independence standards for directors, and applicable Company codes and policies.














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Compensation Committee


•The Company’s Compensation Committee currently includes Messrs.Mr. Schaum (Chair), Mr. Goode, (Chairman), Schaum, and Wallace.Mr. Walker.
•The Compensation Committee met 5three times during the fiscal year ended December 31, 2015.2022 (and met informally and held other discussions at regularly scheduled Board meetings, and otherwise). The Compensation Committee is responsible for administering all of the Company’s stock-based incentive plans and supervising other compensation arrangements for executive officers of the Company. Information regarding functions performed by the Committee is set forth in the following "Compensation Committee Report".Report."
•The Board of Directors has affirmatively determined that all members of the Compensation Committee meet the appropriate tests for independence, including those set forth in the NASDAQ Stock Market Rules.
•The Compensation Committee operates pursuant to the Gentex Corporation Compensation Committee Charter (*).
•More information regarding the scope of authority of the Compensation Committee, any delegation of its authority, and the role of executive officers is set forth in the "Compensation Discussion and Analysis" below.

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Although the•The Compensation Committee has authority under itsthe Compensation Committee Charter to hire consultants, itobtain the advice of compensation consultants. In the last year, consistent with the Compensation Committee Charter, the Compensation Committee retained an independent compensation consultant, Mercer (US) Inc. ("Mercer") to advise on certain compensation matters. Mercer's engagement has not done soincluded: an ongoing assessment of the Company's existing compensation program; a competitive analysis of a peer-group of publicly-traded organizations, including base salaries, annual incentives, and long-term incentives; plan design alternatives; pay trends; performance metrics; stock ownership guidelines; and employment agreements; and reporting on, and disclosures with respect to, date and, as such, compensation consultants and other advisors have played no role in determining or recommending the amounts or form of executivesame, including certain recommendations for potential changes to officer and director compensation. The Compensation Committee did consider the independence of Mercer in assessing the information and recommendations provided by Mercer as set forth herein. Mercer provided peer group and industry compensation data to both management and the Compensation Committee for executives and directors. Such data was used by the Compensation Committee as a frame of reference for adjusting compensation as more fully described herein, including establishing goals for base pay, annual cash bonuses, and long-term equity incentives of officers and compensation of directors.
•The Board, of Directors, based on the recommendation of the Compensation Committee, has also adopted "Stock Ownership Guidelines" (*), an "Anti-Hedging and Anti-Pledging Policy" (*) and a "Clawback Policy" (*)., which is under consideration in light of the SEC's recent clawback rule.
•The Compensation Committee does not believe that the Company's compensation policies and practices are reasonably likely to have a material adverse effect on the Company.


Nominating and Corporate Governance Committee


•The Company’s Nominating and Corporate Governance Committee currently includes Messrs. Wallace (Chairman)Ms. Brown (Chair), Mr. Anderson, and Goode.Mr. Goode, although such committee regularly receives input from other directors.
•The Nominating and Corporate Governance Committee met formally one time during the fiscal year ended December 31, 2015 (holding2022 (and met informally and held other discussions at regularly scheduled Board of Directors meetings, and otherwise, including consideration of, and discussions/interviews with, potential candidates for nomination to the Board). The Nominating and Corporate Governance Committee is responsible for identifying and recommending qualified individuals to serve as members of the Company’s Board and met formally in February 20162023 in accordance with such responsibilities.responsibilities (while also allowing other Board members to meet with/interview potential candidates).
•The Board of Directors has affirmatively determined that all members of the Nominating and Corporate Governance Committee meet the appropriate tests for independence, including those set forth in the NASDAQ Stock Market Rules.
•The Nominating and Corporate Governance Committee operates pursuant to the Gentex Corporation Nominating and Corporate Governance Committee Charter (*)., which includes oversight of the Company's environmental, social and corporate governance (ESG) and sustainability efforts. The Board has always had oversight and remains engaged with the Company's ESG and sustainability efforts, but will now receive additional support from the Nominating and Corporate Governance Committee in ESG and sustainability.
•The Nominating and Corporate Governance Committee has adopted certain procedures contained in a document called "Selection Process for Board Candidates" (*) to consider candidates for director nominations. Generally, for each election of directors the Chair of the Nominating and Corporate Governance Committee identifies candidates, from a variety of resources to ensure a diverse pool of candidates, with support of the other committee member(s), other boardBoard members and management, as needed. Candidates that meet the established criteria are identified and presented to the entire Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, with other Board members involved as well,
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will then conduct interviews and reviews, as appropriate and necessary. The Nominating and Corporate Governance Committee then meets to consider and approve the most qualified candidates so it can make its recommendationrecommendations to the full Board of Directors.
Board.
•The Nominating and Corporate Governance Committee has established the minimum qualifications for candidates, which are contained in a document called "Position Profile:Profile of a Member of the Board of Directors" (*). Those required qualifications include: working and/or experience with an entrepreneurial company; high level of personal and professional integrity; successful and distinguished business management career (using the Company's core principles); understanding of the Company's markets; and ability to work effectively with current Board members. The Position Profile also sets forth other desirable experience and qualifications, including gender, race, ethnic, and country of origin diversity.
•The Nominating and Corporate Governance Committee continually refines its on-boarding process for new directors.
•The Nominating and Corporate Governance Committee has not, to date, paid any third party a fee to assist in identifying and evaluating nominees, but has the authority to do so.
•The Nominating and Corporate Governance Committee has not to date, received any potential director candidates for nomination from any shareholder that beneficially owns more than five percent of the Company's common stock.
•The Nominating and Corporate Governance Committee (and the entire Board) is committed to increasing diversity on the Board. As such, the Nominating and Corporate Governance Committee will continue to avail itself of a variety of resources in its efforts to identify qualified and diverse director candidates. Candidates are sought not only in traditional corporate environments, but also other environments such as government, academia, private enterprise, nonprofit organizations, and a variety of professions. In order to promote diversity, the Nominating and Corporate Governance Committee is: willing to consider exceptions to the Board Attendance and Overboarding Policy for appropriate candidates; considering search firms with a track record of identifying qualified, diverse director candidates; as appropriate, seeking to engage with organizations representing the interests of women and minorities; and periodically reviewing its processes and procedures to ensure there are no structural impediments to increasing Board diversity. As a result of such processes and procedures, the Company not only has a highly qualified and capable Board, but also an increasingly diverse Board with two female directors and two other diverse directors.
•The Nominating and Corporate Governance Committee will consider nominees for the Board of Directors from a variety of sources, including current directors, management, retained third-party search firms, and shareholders. The Nominating and Corporate Governance Committee avails itself of a variety of available resources for candidates (and from non-executive positions and/or non-traditional environments). If you want to recommend a director candidate, you may do so in accordance with the Company’s procedures or the Company’s Restated Articles of Incorporation. If a shareholder desires to recommend a candidate for consideration by the Nominating and Corporate Governance Committee for inclusion in the Company’s 20172024 Proxy Statement as a Board nominee, that recommendation should be submitted in writing, together with appropriate biographical information, to the ChairmanChair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary’s Office, Gentex Corporation, 600 North Centennial Street, Zeeland, Michigan 49464. Any such nominations should be received by the ChairmanChair of the Nominating and Corporate Governance Committee by no later than December 31, 2016,2023, to allow adequate time for consideration of the nominee. To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 by no later than March 19, 2024. Other nominations by shareholders for any directorship may be submitted to the Board

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of Directors by written notice as set forth in the Company’s Restated Articles of Incorporation and Bylaws, or pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934.
In accordance with the above-referenced Selection Process for Board Candidates and the Position Profile, the independent directors approved the slate of nominees standing for election at the 2016 Annual Meeting of Shareholders, and recommended the same to the entire Board of Directors.
•The Nominating and Corporate Governance Committee now has corporate governance responsibilities as delegated by the Board, including oversight of Directors.ESG matters and sustainability issues.


Codes


•The Board of Directors has adopted a "Code of Ethics for Certain Senior Officers" (*) that applies to certain of the Company’s officers, including the chief executive officer, principal financial officer and principal accounting officer. Information concerning any alleged violations is to be reported to the Audit CommitteeCommittee.
•The Company has also adopted a "Code of Business Conduct and Ethics" (*). This Code applies to all directors, officers and employees of the CompanyCompany.
•No waivers of either of the foregoing codes have occurred to datedate.





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Shareholder Communication with Members of the Board of Directors


•You may contact any of our directors by writing them: Board, of Directors, c/o Corporate Secretary’s Office, Gentex Corporation, 600 North Centennial, Zeeland, Michigan 49464. Employees and others who wish to contact the Board or any member of the Audit Committee may do so anonymously, if they wish, by using this address. Such correspondence will not be screened and will be forwarded in its entirety


Personal Loans to Executive Officers and Directors


•The Company complies with and will operate in a manner consistent with an act of legislation outlawing extensions of credit in the form of personal loans to or for its directors and executive officersofficers.


Director and Executive Officer Stock Transactions


•Under the regulations of the Securities and Exchange Commission (SEC), directors and executive officers are required to file notice with the SEC within two (2) business days of any purchase or sale of the Company’s stock. Information on filings made by any of our directors or executive officers can be found on the Company’s web site under "SEC Filings" at http://ir.gentex.com.ir.gentex.com. The Company has in place an Anti-Hedging and Anti-Pledging Policy(*) which prohibits directors and officers from engaging in certain transactions such as puts, calls, options, other derivative securities, collars, forward sales contracts, and short selling with respect to the Company's stock. See "Compensation Discussion and Analysis" below.

Sustainability

•The Company has a Sustainability section of its website (https://www.gentex.com/about/sustainability) to provide insight into how the Company is looking out for the environment, while at the same time striving to execute a wide variety of social responsibility initiatives. The Company's Sustainability Report, published each year and available on the Company's website, provides significant details regarding the Company's approach to sustainability.
•The Company makes intentional decisions that reflect the desire to be responsible with all resources, including complying with all laws, upholding international human rights conventions, and ensuring the Company’s supply chain operates in a similar fashion.
•The Company meets or exceeds all relevant legal and customer requirements, which are significant in the Company's primary industries. Doing so necessitates continual improvement in minimizing waste and preventing pollution. In fact, the Company periodically establishes objectives and targets to minimize pollution and adverse impacts on the environment associated with its business activities.
•The Gentex Environmental Management System (GEMS), the Company's environmental management system, is based on ISO 14001 (international environmental standard). This system governs environmental performance by addressing the impact of the Company's activities, products, and services on the environment. At each Company facility, environmental impact is measured and improved upon annually by eliminating waste and emissions, maximizing efficiency of processes and resources, and increased recycling and reuse. The foregoing has allowed the Company to establish long-term measures for minimizing the negative effects on the environment, while maximizing positive outputs for the communities in which the Company operates. Various metrics are tracked to gauge the environmental performance of the Company’s facilities, including: electricity use; process water use; natural gas use; VOC air emissions; and greenhouse gas emissions (both those directly controlled and those from electricity usage). Each year GEMS annual goals are disclosed and then reported in the Company’s Sustainability Report.
•The Company's Michigan facilities are ISO 14001 certified.
•The Company understands that energy use and manufacturing are large contributors of the Company's overall greenhouse gas emissions. As such, the Company remains committed to improving energy-efficiency. To that end, the Company has announced the following carbon reduction and neutrality goals:
– By 2026, 15% below 2020 levels
– By 2031, 40% below 2020 levels
– By 2041, 70% below 2020 levels
– By 2049, carbon neutrality
The Company implements efficient alternatives for capital equipment, uses automated building management systems to use less energy, and has put in place extremely efficient lights and HVAC equipment. The Company also participates in the local Energy Smart Program, which promotes the implementation of progressive energy efficiency projects, including achieving the maximum goal possible for lighting and HVAC improvements, compressed air leak audits, and building control systems.
•At its primary facilities, the Company purchases specified levels of renewable energy (including wind and landfill gas).
•Electricity and natural gas usage, greenhouse gas and VOC emissions, and process water use are all tracked and disclosed in the Company’s Sustainability Report.
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•The Company also has robust waste and recycling strategies, tracking solid waste to landfill, solid waste recycled, and regulated waste. As a part of its strategies, the Company has committed to the following landfill avoidance goals:
– By 2026, 20% below 2020 levels
– By 2031, 60% below 2020 levels
– By 2041, 90% below 2020 levels
– By 2045, 100% zero landfill waste
•Solid waste to landfill, solid waste recycled, and regulated waste are also tracked and disclosed in the Company’s Sustainability Report.
•Each year the Company also undertakes other sustainability initiatives which are also disclosed in the Company’s Sustainability Report.
•The Company recently engaged a leading platform partner for surveying and tracking sustainability initiatives in the Company's supply base.

Human Capital Management/Social Concerns

•The Company fosters a collaborative culture founded on devotion to quality and innovation. An inclusive environment is nurtured so that team members can perform, support each other, and continue to grow and learn, including on-the-job training.
•The Company supports an environment of equal opportunity and conducts all practices related to recruitment, hiring, promotion, discipline, and other terms and conditions of employment in a manner which does not discriminate on the basis of race, color, religion, national origin, ethnicity, age, sex, sexual orientation, gender expression, handicap, marital status, military service, height, or weight.
•This culture is supported by a competitive compensation system that goes beyond base salary and includes for virtually all employees: quarterly profit-sharing bonuses; an extensive equity compensation program; an employee stock purchase plan; 401(k) plan (or other retirement plan for non-US employees) with Company matching; and tuition reimbursement. In keeping with the Company's core principle of ownership mentality, compensation is structured throughout the organization so that employees win when all of stakeholders win.
•The Company also provides a healthy and safe climate-controlled work environment that includes an on-site wellness center and on-site health clinic at its headquarters. A number of health-related programs are available to employees, including: asthma/COPD management services; diabetes management; "Smart Health," which gives employees and spouses a way to earn wellness credits; and the Gentex Cares+ Employee Assistance Program. The Company has also announced the creation of the Gentex Discovery Preschool, an on-site daycare and preschool designed to provide employees with convenient, cost-effective access to quality day care.
•Evidence of the Company's commitment to inclusion is its cultivation of a world-class DE&I ethos that allows team members to make a lasting impact in the communities in which the Company operates, all while attracting and retaining diverse talent that can help propel the business forward. While the Company has an environment of equal employment opportunity related to recruitment, hiring, promotion, discipline, and other terms of employment, the commitment to have a skilled and diverse world class workforce goes beyond that.
•The Company's DE&I initiatives are supported by the VP of Diversity, Equity, & Inclusion and DE&I Council, which helps implement specific diversity programs, supports internal training, and creates opportunities to spread awareness throughout the organization. The Company's DE&I Council is led by Mr. Joe Matthews, VP of Diversity, Equity, & Inclusion and includes employees from many different parts of the Company. The Company's DE&I initiatives are further supported by the DE&I Advisory Board, which is led by Mr. Matthews, and includes various executives, including the CEO, and members that are not employees of the Company. Mr. Matthews has been honored as a Salute to Diversity Winner by Corp! Magazine.
•As a part of DE&I initiatives, the Company maintains a growing list of business resource groups (BRGs) comprised of individuals with similar interests or backgrounds that work internally to support one another, develop leadership skills, and enhance cultural awareness. Among current BRGs are Women at Gentex and Veterans at Gentex.
•In 2022, Gentex also established a separate DE&I council in its Utah office serve the Company employees that work at the research and development office located there. This separate council has supported several organizations in the local Salt Lake City area, including supporting students from diverse backgrounds and sponsoring events to support global causes.
•DE&I efforts at the Company extend to the supply base as well, where the Company been recognized for ongoing efforts to increase supplier relationships with minority- and women-owned enterprises. In fact, the Company mentors certain such suppliers to help them develop the business systems and technology improvements necessary to support future growth. The Company is a member of, or otherwise involved in, the Michigan Minority Supplier Development Council, Original Equipment Supplier's Association - Diversity & Inclusion, Board of Governors, Consumer Technology Association - D&I Group, Michigan Diversity Connection, West Michigan Hispanic Chamber of Commerce, and the Great Lakes Women's Business Council.
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•Hiring rates, voluntary and involuntary turnover rates, internal rates of hiring and promotion, and safety records are considered as measures of the Company's success in human capital management. While hiring and diversity policies are in place as a means to remain on track in terms of appropriate human resources management, the DE&I efforts have furthered the process of creating a welcoming environment so the Company can hire and retain the best people. The Company's Sustainability Report provides more information regarding diversity and corporate responsibility. In an effort to ensure an excellent and increasingly diverse employment base, the Company has added Spanish speaking manufacturing lines, which involves materials for recruiting, orientation, on-boarding, training, and work in the Spanish language.
•The Company is the recipient of an EPIC Diversity Visionary Award presented by a local Chamber of Commerce. Moreover, the Company's DE&I efforts related to actively developing and using minority, women, and veteran-owned suppliers have been acknowledged and recognized by multiple OEM customers. In fact, Toyota Motor Engineering & Manufacturing North America, Inc. has specifically recognized the Company's efforts over the last 10 years to increase supplier relationships with minority business enterprises. The Company has also won a supplier diversity award from Honda and Nissan, and was the City of Holland, Michigan's Human Relations Commission 2020 Social Justice Award winner.
•In 2022, the Company established the Gentex Foundation, which will provide financial grants to organizations across the country in support of economic development, children's services, public health, housing assistance and diversity initiatives — among other causes. The Gentex Foundation is managed by a board of directors that will review grant applications with a particular focus on communities where Company employees live and work, consistent with the organization's values of integrity, compassion, innovation and diversity. Employees are encouraged to organize on-site fundraisers and to spend time volunteering at worthy charitable organizations in addition to giving financially. Support is also provided to a number of minority organizations in keeping with the Company's DE&I efforts and to continue to build an even more diverse and skilled workforce. In 2022, the Gentex Foundation announced the Amanda Clark Scholarship, which will recognize female high school seniors in West Michigan who are pursuing a science, technology, engineering, or math (STEM) degree at a four-year college or university.
•The Company also has an Employee Hardship Fund that is designed to provide financial aid to employees when they experience a disaster or other personal hardship. Any employee can apply for assistance based on several eligibility requirements and receive a grant of up to $5,000. Examples of qualifying events are: natural disaster, house fire, flood damage, vehicle accident, military deployment, serious illness, violent crime, domestic abuse, and death of an employee or their spouse or dependent child. The Employee Hardship Fund is supported by the Company, however, it is managed by a third party.
•The Company's Board has regular touchpoints with management regarding: employee engagement; workforce planning (including capabilities and skills development); safety; understanding workforce demographics and DE&I strategies; and corporate culture. The Board and management know the right talent is required to implement the Company's strategies. As such, the Board works with management appropriately regarding the approach to, and investment in, human capital that includes recruitment, talent development, retention, and diversity. The Board has access to all levels of employees in the Company in its efforts to properly oversee human capital and DE&I issues.
•The Nominating and Corporate Governance Committee has taken, and continues to take, concrete steps to improve Board diversity, including use of various resources and environments to identify qualified and diverse director candidates. Such candidates are contacted and interviewed in order to continue to build an even more diverse, qualified, and capable Board. The Nominating and Corporate Governance Committee's actions have shown tangible results. Please refer to the Company's 2023 Annual Report for further details.
•The Company values its people as demonstrated by empowering employees at all levels and making a significant investment in them each day by providing high quality health care (including onsite health care), wellness programs, and state of the art fitness facilities.
•The Company not only values employee wellness, but as importantly, employee safety with the Board receiving a report at each Board meeting of total recordable cases, which remain well below industry averages. Prioritizing safety not only improves morale and efficiency, but lowers costs overall as well.
•The Board has implemented a Complaint Submission and Handling Policy to allow employees to raise concerns as needed.

Risk Oversight


•While the Board of Directorsactively oversees risk management generally, management of the Company is charged with managing risk through appropriate internal processes and internal controls.
•On behalf of the Board, the Audit Committee oversees Company risk policies and procedures relating to its financial statements and financial reporting processes, cyber security risks, credit risks, liquidity risks, and liquidityother business risks. Further,
•The Audit Committee engages in accordance withtypical oversight of internal control over financial reporting.
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•The Audit Committee also requires as a periodic agenda item a business risk update covering facilities, IT infrastructure, manufacturing, materials/supply chain, and human resources.
•In addition, the Audit Committee Charter,further requires as a periodic agenda item an IT security update covering cyber security, the IT security framework, and IT security initiatives, using benchmarking as appropriate.
•The foregoing allows the Audit Committee periodically discusses with managementand the Company's risk assessment and risk management and steps taken by managementBoard to control and mitigate risk exposure (other than risks arising from the Company’s compensation policies and practices, which are overseen by the Compensation Committee on behalf of the Board). Such discussions withengage management and the independent auditors address significantwith respect to risk assessment, risk management, risk mitigation, and appropriate action plans with respect thereto, if and when necessary.
•The Compensation Committee designs the officer compensation system so as to minimize risks exposures,arising therefrom, including avoidance of excessive risk taking as further discussed in "Compensation Discussion and judgmentsAnalysis."
•The Nominating and Corporation Governance Committee has now taken a more active role in oversight of ESG and sustainability risks so as wellto promote identification and monitoring of such risks as steps taken by management to address them. ESG and sustainability became increasingly important.
•The Audit Committee, and the Compensation Committee, respectively,and the Nominating and Corporate Governance Committee each report to the Board periodically and as appropriate with respectregard to such topics. Thistheir respective risk oversight functions.
•The foregoing risk oversight does not necessarily have anya material effect on the Company's leadership structure.
•The Board also annually reviews the Company’sCompany's various insurance coveragescoverages.




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Report of the Audit Committee


The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for management’s conduct of the Company’s accounting and financial reporting processes and the Company’s system of internal controls regarding finance, accounting, legal compliance and ethics. The Audit Committee’s function is more fully described in its Audit Committee Charter, which the Board of Directors has adopted and is available on the Company's website. The Audit Committee reviews this Audit Committee Charter on an annual basis. The Board of Directors annually reviews the NASDAQ listing standards’Nasdaq Global Select Market definition of independence for audit committee members and has determined that each member of the Audit Committee meets that standard.


Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, and financial reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent auditors, Ernst & Young LLP, are responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.


Pursuant to a meetingaction of the Audit Committee on February 17, 2016,15, 2023, the Audit Committee reports that it has: (i) reviewed and discussed the Company's audited financial statements with management; (ii) discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted byapplicable requirements of the Public Company Accounting Oversight Board in Rule 3200T;and the Securities and Exchange Commission; and (iii) received the written disclosures and the letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant's independence. Based on the review and discussions referred to in Items (i)-(iii) above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's annual report on Form 10-K for the year ended December 31, 2015,2022, for filing with the Securities and Exchange Commission.


The Audit Committee has selected Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2016,2023, and has submitted the same to the shareholders for ratification at the Annual Meeting.


This report of the Audit Committee does not constitute "soliciting material" and should not be deemed "filed" or incorporated by reference into any of the other Company filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates this report by reference therein.


Audit Committee:     Gary Goode, ChairmanChair
Richard Schaum
Fred SotokKathleen Starkoff

Brian Walker






February 17, 201615, 2023




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Compensation Committee Report



The primary purpose of the Compensation Committee of the Board of Directors of the Company is to assist the Board of Directors in discharging its responsibilities related to compensation of the Company's executives.officers. The Compensation Committee's function is more fully described in its Compensation Committee Charter, which the Board of Directors has adopted and is available on the Company's website. The Compensation Committee reviews its Compensation Committee Charter on an annual basis, recommending changes to the Board of Directors when and as appropriate. The Compensation Committee is comprised of three members, each of whom the Board of Directors has determined meets the appropriate independence tests for compensation committee members under the NASDAQ listing standards.


Pursuant to a meetingaction of the Compensation Committee held on February 17, 2016,15, 2023, the Compensation Committee reports that it has reviewed and discussed the Company's Compensation Discussion and Analysis with management. Based on the above-referenced review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's annual report on Form 10-K for the year ended December 31, 2015,2022, and this Proxy Statement, for filing with the Securities and Exchange Commission.


This report of the Compensation Committee does not constitute "soliciting material" and should not be deemed "filed" or incorporated by reference into any of the other Company filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates this report by reference therein.


Compensation Committee:Richard Schaum, Chair
Gary Goode Chairman
Richard SchaumBrian Walker
James Wallace




February 17, 201615, 2023






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COMPENSATION DISCUSSION AND ANALYSIS


IntroductionINTRODUCTION


Overview of Our Compensation SystemDiscussion and Analysis describes the key principles and approaches used to determine the elements of compensation awarded to, earned by, and paid to each of our named executive officers ('NEOs") during 2022. The discussion provides information and context to the compensation disclosures included in the accompanying compensation tables and footnotes therein. It should be read in conjunction with such disclosures. It also addresses any changes to the same for 2022.


The Primary Objectives Arefollowing Company executives are our NEOs for 2022:
NameTitle
Steve DowningPresident and CEO
Neil BoehmVice President, Engineering and CTO
Kevin NashVice President, Finance, CFO and Treasurer
Matt ChiodoChief Sales Officer and Senior Vice President, Sales
Scott RyanVice President, General Counsel and Corporate Secretary


createWe first provide a brief overview of our officer compensation program and maintain an entrepreneurialthen discuss and analyze topics including:

Relationship Between Pay & Performance    How Compensation Decisions are Made
Elements of the Executive Compensation ProgramCompensation Policies & Practices
OVERVIEW

Our Performance

In light of industry and market trends, we were generally pleased with our 2022 financial performance and we believe we remain well positioned for long term success. For 2022, our revenues outperformed our underlying markets by approximately eight percent. Continued execution of our product development and growth strategy, including execution of our capital allocation strategy, has once again provided the opportunity for us to outperform our underlying markets during the most recently completed year.

Compensation Philosophy

Our compensation program is designed to balance short-term performance with long-term growth and value creation. Our compensation and benefits must be competitive with compensation arrangements provided to officers at comparably-sized companies with whom we compete for talent. Our officer compensation philosophy is reviewed annually by the Compensation Committee, and has the following key objectives:
•Reward performance - An increasing percentage of officer pay is performance-based, and therefore, at risk. Our pay programs reflect our “pay-for-performance” culture
motivate employees to:
- continue technical developments
- improve customer satisfaction
create and maintain teamwork
maintain a performance-based model balancing short-term and long-term performance of individuals and the Company

The Elements Comprise

base salary
bonuses
stock-based that aligns officer incentives

What We Do

emphasize performance-based incentives pay and equity awards
stock-based compensation intended to align executive and employee interests with the interests of our shareholders. This philosophy permeates our organization as even below the officer level all other employees receive profit sharing bonuses and are eligible to purchase stock under the Employee Stock Purchase Plan at a 15% discount, in addition to all full-time employees receiving stock options and/or restricted stock.

•Emphasize long-term incentive compensation - We share a portion of the value created for shareholders (appropriatelywith those responsible for the results through our use of equity incentives. In order to promote this, the Company rewards officers for delivering long-term earnings before interest, taxes, depreciation, and amortization ("EBITDA") and return on invested capital ("ROIC") with performance shares that have cliff-vesting over a three-year performance period and restricted stock that also has three year cliff-vesting to minimize management turnover and further align officer incentives with those of our shareholders.

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•Drive ownership mentality - We expect officers and directors to personally invest in our success and have adopted Stock Ownership Guidelines that set forth expectations that our executive officers and non-employee directors own or acquire a significant amount of our stock.

•Attract, retain and reward the best talent to achieve superior results - To be consistently better than our competitors, we need to recruit and retain superior talent that is able to drive superior results. We have structured soour compensation program to motivate and reward such results.
Compensation Alignment with Business Strategy

Our long-term strategy builds on our strong technology foundation and leverages our operating model to drive performance in our primary industries, while at the same time seeking opportunities in other industries.

Our officer compensation program reflects our short-term and long-term strategy by design and uses certain key, objective performance metrics to evaluate performance. These key, objective performance metrics are important financial measures that help provide sharp focus on critical results in running our business efficiently and
effectively.
Achieve Top Line GrowthAlignment with Incentive Plan Metrics
 - Strengthen customer centricity to deliver growthAnnual Incentive Plan
–Revenue 33.33%
Drive Profitability
–Operating Income - 33.33%
 - Achieve both short-term and long-term profitability goalsó
–Earnings per Diluted Share - 33.33%
Maximize performance returns and maintain a strong balance sheetLong-Term Incentive Plan
 - Generate cash flow to support future growth through capital and technology investments and to provide returns to shareholders
–3 year cumulative EBITDA - 50%
 - Deliver appropriate ROIC
–3 year cumulative ROIC - 50%


Our Officer Compensation Practices

Our officer compensation program features many best practices that serve shareholder interests.
What We Do…What We Don't Do...
üBase a significant portion of compensation on the achievement of objective, pre-established goals tied to financial, operational, and strategic measures.ûNo excise tax gross ups
üAward incentive compensation based primarily on objective measures, both short-term and long-term.ûNo excessive perquisites
üProvide compensation in equity to help meet Stock Ownership Guidelines.ûNo hedging or pledging of stock
üMaintain a clawback policy to recapture unearned incentive payments.ûNo excessive change-in-control severance provisions
üRetain an independent compensation consultant when appropriate.ûNo dividends paid if performance shares are not earned
üInclude double trigger of vesting of equity awards upon an appropriately defined change in control.





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Say on Pay

Last year’s advisory vote on executive compensation was supported by 96% of our shareholders who voted on the same at the Company's 2022 Annual Meeting of Shareholders. The Board remains committed to understanding the views of our shareholders by taking into account the results of advisory votes on NEO compensation. Given the 2022 say-on-pay results, the Compensation Committee continues to focus on having a performance based compensation system that aligns overall executive compensation with our business goals and objectives in accordance with shareholder expectations. The Board and the Compensation Committee will again consider the results of the 2023 advisory vote on NEO compensation.
2023 Compensation Structure

For 2023, the Compensation Committee kept in place its Amended and Restated Annual Incentive Performance Based Bonus Plan ("Annual Incentive Plan") and Long-Term Incentive Plan ("Long-Term Incentive Plan"), pursuant to the Gentex Corporation 2019 Omnibus Incentive Plan ("2019 Omnibus Plan") that was approved at the 2019 Annual meeting. Below is a summary of the Annual Incentive Plan and Long-Term Incentive Plan along with rationale for each:

Incentive Plans
Annual Incentive Plan
2022 Metrics2023 MetricsReasons
RevenueRevenueAligns short-term officer incentive pay with appropriate objective performance targets.
Operating IncomeðOperating Income
Earnings per Diluted ShareEarnings per Diluted Share
Long-Term Incentive Plan
2022-2024 Metrics2023-2025 MetricsReasons
3-year cumulative EBITDA3-year cumulative EBITDAEBITDA and ROIC have been identified by the Compensation Committee as key measures for management to drive growth and create shareholder value. These metrics provide clear measures of our long-term performance
3-year cumulative ROICð3 year cumulative ROIC
(using performance shares and restricted stock)(using performance shares and restricted stock)

Base Salaries

The Compensation Committee continues to consider market median of an appropriately selected peer group in determining base salaries of our officers.

See below for additional information on 2022 NEO compensation.

RELATIONSHIP BETWEEN PAY & PERFORMANCE

Comparator Compensation Data

One of the factors our Compensation Committee uses in setting officer compensation is an evaluation of how our target compensation and benefit levels compare to those of similarly-situated executives at companies that comprise our officer compensation peer group ("Peer Group"). Our philosophy for officer pay, including NEO pay, is to target the 50th percentile of our Peer Group and to use general industry market data as provided by the Compensation Committee’s independent compensation consultant as appropriate. In addition to not encourage inappropriate risk taking)market data, other factors such as an individual’s experience, responsibilities, and long-term strategic value are also considered when making recommendations and decisions on compensation.

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The Peer Group used for benchmarking officer pay, including for NEO's, is made up of companies that are:

•in similar industries where we compete for talent, customers and capital;

•of similar size (as measured by annual revenue, profitability and market capitalization); and

•of similar complexity.

The Peer Group is reviewed by the Compensation Committee every year and modifications are made to ensure each company in the group meets the above comparison criteria. The companies shown in the table below comprise our Peer Group:

Allison Transmission HoldingsLCI Industries
Altra Industrial Motion Corp.Littelfuse, Inc.
Cooper-Standard HoldingsMeritor, Inc.
Donaldson Company, Inc.Methode Electronics, Inc.
Dorman Products, Inc.Modine Manufacturing Company
Franklin Electric Company, Inc.Nordson Corporation
Gentherm IncorporatedStandard Motor Products, Inc.
Graco Inc.The Timken Company
IDEX CorporationVisteon Corporation
ITT Incorporated

Pay for Performance

As part of adopting the Long-Term Incentive Plan, the Compensation Committee considered the correlation between NEO realizable compensation and Company performance. The Compensation Committee will continue to review the alignment between pay of our NEO's and our performance on a short and long-term basis.


NEO Pay Mix

To align pay levels for our NEOs with the Company's performance, the compensation program places the greatest emphasis on performance-based incentives. A significant majority (In 2022, 83% of our CEO’s target compensation awarded and 70% of the average target compensation awarded of our other NEOs) is performance-based.


gntx-20230404_g3.jpggntx-20230404_g4.jpg
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ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program has three primary pay components: base salary; annual performance-based cash bonuses (under the Annual Incentive Plan); and long-term equity incentives (the Long-Term Incentive Plan). The Long-Term Incentive Plan was adopted in 2019, which implements the use of performance share awards.
CostElementKey CharacteristicWhy We Pay this ElementHow we Determine the Amount
FixedBase SalaryFixed compensation payable in cash. Reviewed annually and adjusted when appropriate.Provide a base level of competitive cash compensation for attracting and retaining officer talent.Experience, job scope, individual performance, and market data, including market median of our Peer Group.
VariableAnnual cash incentive awardVariable compensation payable in cash based on annual performance-related financial goals.Motivate high performance and award results, in the near term.Based on financial performance metrics (revenue, operating income, and earnings per diluted share) and market data, including market median of our Peer Group.
Performance Share Award ("PSA")PSAs vest after a three-year performance period based on meeting cumulative performance related financial objectives.Align the interests of officers with long-term shareholder value and retain officer talent.Target awards based on job scope and market data, including market median of our Peer Group.
Minimize risk taking behaviors for positive long-term results.Payouts are based on our performance on financial metrics (EBITDA and ROIC), on a cumulative basis over a three-year period.
Restricted Stock ("RS")RS vests on the third anniversary of the grant date.Increase equity-ownership and focus officers on providing shareholders with appropriate returns.Target award based on job scope and market data, including market median of our Peer Group.
Vesting terms and Stock Ownership Guidelines promote retention and a linkage to the interest of shareholders.

Base Salary

We provide base salaries to compensate our officers, including NEOs, for their primary roles and responsibilities and to provide a stable level of annual compensation. Actual NEO salary levels and adjustments thereto vary based on the NEOs role, level of responsibility, experience, individual performance, future potential and market value, and market data including market median of our Peer Group. In addition, salary increases may be "clawed-back"warranted because of a promotion or change in responsibilities.
As previously disclosed, the Compensation Committee has a goal that base salaries for officers, including named executive officers, are at or near the market median for base salaries when compared to the Company's established peer group.

In light of that, the Compensation Committee has periodically reviewed base salaries for officers, including where officers rank compared to the Company's established Peer Group. It was determined by the Compensation Committee that certain officer base salaries continue to trail the announced goal of base salaries at market median, in some instances base salaries significantly trailed the stated goal. As such, given the belief the Company is well positioned for long-term success, the ever-increasing competition for talent, the need to attract and retain management to fulfil the Company's strategic goals, the desire for base salaries to approach market median, and the high level individual performances of officers, the Compensation Committee recommended to the Board and the Board approved certain changes in base salaries for 2023. The Board, therefore, on February 16, 2023, approved the following base salaries for the CEO and named executive officers for 2023:
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Executive Officer2023 Base Salary2022 Base Salary
Steve Downing$850,000$800,000
Neil Boehm$515,000$475,000
Kevin Nash$515,000$475,000
Matt Chiodo$455,000$415,000
Scott Ryan$415,000$375,000

Annual Incentive Plan

The Annual Incentive Plan is a cash-based plan intended to motivate and reward officers based on Company performance metrics (revenue, operating income, and earning per diluted shares) that we believe drive shareholder value.

The Annual Incentive Plan covers all officers, including our NEOs. At the beginning of each year, the Compensation Committee reviews and approves an annual cash bonus target for each NEO, as a percentage of base salary for the year, as set forth in further detail below. The NEOs may earn from 0% to 200% of base salary. The performance-related targets for revenue, operating income, and earnings per diluted share, are set by, and achievement of targets are approved by, the Compensation Committee and/or the Board.

For our NEOs, the 2022 Annual Incentive Plan target payout opportunities and results weightings are shown in the table below:
Executive OfficerThresholdTargetMaximum
Steve Downing50.0%100%200%
Neil Boehm37.5%75%150%
Kevin Nash37.5%75%150%
Matt Chiodo37.5%75%150%
Scott Ryan37.5%75%150%

No changes were made to the Annual Plan target opportunities for executive officers in 2023, as it is believed the threshold, target, and maximum opportunity levels remain appropriate. The foregoing payout opportunities are multiplied by the weighting factor of a particular performance metric to determine the amounts of cash bonuses payable to officers to the extent the threshold, target, or maximum for a performance metric is met or exceeded. To the extent performance exceeds the established threshold or target, as applicable, for any performance metric, but does not meet or exceed the established target or maximum, as applicable, linear interpolation is used to determine the pro rata portion of the performance bonus. The Compensation Committee also has discretion to increase (or decrease) such performance-based bonuses using its judgment, provided that bonuses are not in any event to exceed 250% of the applicable base salary.

Since its inception in 2019, the Annual Plan uses the same three key performance metrics and weighting: Revenue (weighted 33.33%); Operating Income (weighted 33.33%); and Earnings per Diluted Share (33.33%), adjusted for tariffs as appropriate, circumstancessince such metrics are not only appropriate measures of performance, but also align with the Company's overall business strategy.


What2022 Annual Incentive Plan Performance

In determining whether annual cash bonuses are paid under the Annual Plan, actual performance for the year is measured against specified target levels for each performance metric. Generally, the target for the three performance metrics reflects a level of performance, which at the time set would be anticipated to be challenging but achievable. The threshold level is set to be reflective of performance at which the Compensation Committee believed a portion of the award opportunity should be earned. The maximum level was set well above the target, requiring significant achievements and reflecting performance at which the Compensation Committee believed an additional 100% of the target award was warranted.
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For 2022, the target performance (along with the thresholds and maximums) and actual results for the performance metrics are as follows:
AIP Performance MetricsWeightThreshold*Target*Maximum*Actual*
Revenue33.33 %$1,457,429$1,943,238$2,429,048$1,918,958
Operating Income33.33 %$341,138$454,850$568,563$370,006
Earnings per Diluted Share33.33 %$1.22$1.63$2.04$1.36
* amounts in thousands (000) except for per share amounts.

2022 Annual Incentive Plan Payments

Based on actual Revenue, Operating Income, and Earnings per Diluted Share results compared to the adjusted targets and performance of the named executive officers, the payments for 2022 under the Annual Plan are shown in the table below:
Executive Officer2022 Annual Plan Performance Bonus2022 Discretionary Bonus
Steve Downing$604,720 $— 
Neil Boehm$269,289 $— 
Kevin Nash$269,289 $— 
Matt Chiodo$235,274 $— 
Scott Ryan$212,597 $— 

These Annual Plan results appropriately reflect management's excellent work in addressing the ongoing impacts stemming from the ongoing pandemic supply chain shortages, especially electronics components, as well as labor disruptions and significant volatility within customer orders. Were it not for management's leadership in redesigning products to allow more customer demand to be met, notwithstanding the parts shortages and labor market constraints, more revenue would have been lost in 2022. For 2023, the Compensation Committee has established targets for Revenue, Operating Income, and Earnings per Diluted Share for the Annual Plan performance metrics as it has done in the past, and consistent with 2022 is using ± 25% of target in 2023 for determining thresholds and maximums and is not making any adjustments for tariffs.

Long-Term Incentive Plan

2022. We Do Not Docontinue to believe that our long-term performance is driven through an ownership mentality and culture that rewards officers for creating and maximizing shareholder value. That is a philosophy that permeates our organization as evidenced by the fact that in 2021 the Company expanded its equity compensation program to include all hourly employees, which now means a total in excess of 5,000 employees receive stock option and/or RS awards. The Long-Term Incentive Plan provides officers, including our NEOs, with incentive awards that serve an important role by balancing other applicable short-term goals with long-term shareholder value creation while minimizing risk-taking behaviors that could negatively affect long-term results.


no "golden parachute" agreementsThe Board and/or the Compensation Committee approves the amount of the long-term incentive awards, which are based on a percentage of the officers, including NEO’s, base salary. Each officer's, including NEO’s, award opportunity is based on a target dollar value (determined toward the beginning of the performance period) as a percentage of base salary assigned to his or her position based on market comparisons for similar positions, using both Peer Group and general industry market data. The following target opportunities apply for the 2022-2024 performance period under the Long-Term Incentive Plan:
no excessive perquisites
Executive OfficerLong-Term Plan Target Opportunity Percentage of Base Salary for 2022-2024
Steve Downing365%
Neil Boehm155%
Kevin Nash185%
Matt Chiodo155%
Scott Ryan155%
no pension arrangements
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no option repricing
no hedging2023. The Long-Term Plan Target Opportunity Percentages of Base Salary for 2023 - 2025 remain the same as those applicable for 2022 - 2024.

Achievement at threshold performance yields 50% of the target award and achievement of the maximum performance yields another 100% of the target award. To the extent performance exceeds the established threshold or monetizing transactions by directorstarget, as applicable, for an applicable performance objective, but does not meet or employeesexceed the established target or maximum, as applicable, linear interpolation is used to lock indetermine the pro rata portion of such award.

Seventy percent (70%) of the total value of the target long-term incentive opportunity is delivered through performance share awards (PSAs) and the other thirty percent (30%) through restricted stock (RS). Both PSAs and RS are forms of performance-based incentive compensation because PSAs involve performance objectives that provide direct alignment with shareholder interests and the value of RS fluctuates based on stock price performance.

In addition to requiring achievement of performance objectives in respect of PSAs, PSAs and RS require the executive officers to remain employed with the Company stock by directorsfor three years from the grant date (unless the executive officer attains retirement age, departs for good reason, dies, or employeesbecomes disabled or a change in control occurs whereby an award may be paid or partially paid).
no purchasing Company stock on margin, borrowing against Company stock on margin, or pledging
As part of Company stock

Responsibilities

its objective of attracting and retaining management to fulfill the Company's strategic goals, the Compensation Committee recommended and the Board approved on February 16, 2023, a retention grant of PSAs. In addition to the retention of management, the PSAs have been granted to further align management goals with those of the Company's shareholders. For that reason, the PSAs have been granted with performance criteria and will be based upon achievement of the Company's relative total shareholder return (TSR) over a four year period (2023-2026), against a predetermined peer group. Achievement levels vary from 50% to 200% of granted PSAs, for relative TSR between 0 and the 100th Percentile of relative TSR as disclosed in the below table. In addition to requiring achievement of performance objectives in respect of PSAs, this grant also requires the executive officers to remain employed with the Company for four years from the grant date (unless the executive officer attains retirement age, departs for good reason, dies, or becomes disabled or a change in control occurs whereby an award may be paid or partially paid).

Performance Shares

The Long-Term Plan is designed to provide PSAs for officers, including our named executive officers. PSAs are tied to the achievement of two performance objectives, each weighted equally: EBITDA and ROIC, in each case adjusted as determined by the Compensation Committee. Each performance objective is based on a three-year performance period (2022-2024) with a performance range that can result in PSAs of 0% for failure to achieve threshold, 50% of target for achieving threshold, to 200% of the target opportunity for achieving maximum.

EBITDA drives the ability to commit resources to continued growth, but is also a measure of ability to provide shareholder return. It also drives profitable sales growth and optimizes the Company's cost structure. ROIC ensures management uses the Company's capital in an effective manner that drives shareholder value. Since the value of PSAs is tied to the Company's actual performance in financial objectives, it aligns the officers' interests with those of shareholders. The target opportunities of PSAs awarded in 2022 for the named executive officers are shown in the table below:

Executive OfficerNumber of PSAs awarded in 2022 (Target) for 2022-2024
Steve Downing65,013 
Neil Boehm16,393 
Kevin Nash19,566 
Matt Chiodo14,322 
Scott Ryan12,942 



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Restricted Stock Awards

The other 30% of the total value of the long-term incentive opportunity consists of RS awards. RS incentivizes and rewards executives for improving long-term stock value and serves as a retention tool. Under the Long-Term Plan, RS will generally be granted in February to officers, including our named executive officers, and cliff vest on the third anniversary of the grant. The RS awarded in 2021, based on the target opportunities, for the executive officers are shown in the table below:
Executive OfficerNumber of RS Awarded in 2022 for 2022-2024
Steve Downing27,863 
Neil Boehm7,026 
Kevin Nash8,386 
Matt Chiodo6,138 
Scott Ryan5,547 

2020-2022 Long-Term Plan Performance (three-year performance period ending December 31, 2022)

December 31, 2022, marked the end of the three-year performance period for PSA and RS Long-Term Plan awards made in February 2020.

Performance Share Awards

The performance metrics, targets and performance payout ranges for these awards were set and approved by the Compensation Committee and the Board in February 2020. Consistent with the Long-Term Plan, incentive could be earned by the officers based on performance associated with two equally weighted metrics, EBITDA and ROIC, in each case adjusted as determined by the Compensation Committee, both measured cumulatively over the three-year performance period. The target levels of achievement for the EBITDA and the ROIC were established to align with financial goals set at the beginning of the three-year performance period for the years 2020 through 2022. The table below summarizes the results of the 2020-2022 performance period relative to target and the achievement level of the 2020-2022 PSAs:

Performance MetricWeightThreshold*Target*Maximum*Actual Performance*Performance to TargetWeighted Performance
EBITDA50%$1,512,514$1,890,643$2,268,772$1,535,93153.10 %26.55 %
ROIC50%36.80 %46.00 %55.20 %37.12 %51.74 %25.87 %
*amounts in thousands (000) percentages. Threshold, Target, and Maximum for EBITDA and ROIC were adjusted to address the estimated impact of tariffs and the Actual Performance was similarly adjusted with respect to the actual impact of tariffs. Additionally, Actual Performance was adjusted by $8.8 million of previously disclosed severance related costs incurred in 2020.

The PSAs awarded in February 2020, based on target opportunity, along with the actual payout of PSAs to the executive officers, for the 2020-2022 performance period are reflected in the table below and include dividend equivalents assuming reinvestment of dividends.
Executive OfficerNumber of PSAs Awarded in 2020 (Target) for 2020-20222020-2022 PSAs Actual Payout
Steve Downing41,516 22,912 
Neil Boehm14,081 7,772 
Kevin Nash12,916 7,129 
Matt Chiodo11,394 6,289 
Scott Ryan10,091 5,570 

Restricted Stock

The RS awarded in February 2020, based on target opportunities, along with the actual payment of RS to executive officers, awarded for the 2020-2022 period are reflected in the table below:

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Executive OfficerNumber of RS Awarded in 2020 (Target) for 2020-20222020-2022 RS Payout/Vesting
Steve Downing17,792 17,792 
Neil Boehm6,035 6,035 
Kevin Nash5,535 5,535 
Matt Chiodo4,883 4,883 
Scott Ryan4,325 4,325 

Since each executive officer awarded restricted stock in 2020 remained employed by the Company for three years from the grant date, each restricted stock awarded vested with such executive officers.

Equity awards granted to our NEOs are shown in the "Grant of Plan-Based Awards" table and in the "Summary Compensation Table" below.

Retirement and Deferred Compensation

Each of the NEOs is eligible to participate in the following retirement and deferred compensation benefit plans:

•Retirement Savings Plan
•Deferred Compensation Plan

The Gentex Corporation Retirement Savings Plan is a tax-qualified, "safe harbor" 401(k) plan for our U.S.-based employees of the Company, including NEOs. Participants may elect to contribute a portion of their earnings to the plan each year. For 2022, we matched 100% on an employee's contributions up to 5% of compensation. The matching amounts for the NEOs is listed in the "Summary Compensation Table" in the Proxy Report.

The Gentex Corporation Non-Qualified Deferred Compensation Plan (the "Deferred Compensation Plan") provides a vehicle for key employees and officers to defer compensation on a tax-favored basis. The Deferred Compensation Plan is intended to enhance retirement savings among a select group of management and highly compensated employees who contribute significantly to the success of the Company. Only select management and highly compensated employees, including NEOs, are eligible to participate allowing them to elect, on a pre-tax basis, to defer receipt of certain compensation by making an election in accordance with the terms of the Deferred Compensation Plan. Participants are immediately vested in their own deferrals and related earnings. The Company may, but is not required, to match participant deferrals. Participants are generally vested in any such matching contributions 50% after two years but before three years of service and 100% after three years of service. A participant's vested credit balance will generally be paid on the earliest to occur of: a separation from service; a fixed date or event; a change of control; or a plan termination. A participant can elect whether to receive his or her vested credit balance in a lump sum on the relevant payment date or in installments thereafter. The Deferred Compensation Plan maintains a "rabbi trust" to assist the Company in meeting its obligations under the Deferred Compensation Plan. The assets in such trust remain subject to the creditors of the Company and are not property of any participant. The Deferred Compensation Plan is intended to comply with Section 409A of the Internal Revenue Code.

In fiscal year 2022, participants were eligible to elect to defer up to 75% of their base pay and up to 75% of any incentive performance bonus, quarterly profit sharing bonus or look back performance bonus into the plan on a tax-deferral basis. For 2022, the Company elected to make discretionary company credit of 10% of contributions into all participants accounts. The deferral amount and the Company matching amounts for the NEOs are listed, respectively, in the "Summary Compensation Table" and the "Non-Qualified Deferred Compensation Table" each below.

HOW COMPENSATION DECISIONS ARE MADE

Role of the Compensation Committee and CEO

The Compensation Committee of ourthe Board of Directors is appointed to assist ourassists the Board in dischargingfulfilling its responsibilities relatingobligations related to the compensation of our executives. The Compensation Committee:

is comprised of three directors, each of whom has been determined by our Board to be independent under applicable standards and none of whom receive any consulting, advisory, or other compensation fee (other than fees for service as Board or committee members)
operates underthe Company's officers and, in accordance with the written Compensation Committee Charter
has a chair that sets meeting agendas and the calendar for meetings
The Chief Executive Officer and other members of management attend meetings of the Compensation Committee at the request of the Committee. The Compensation Committee does, however, meet in executive session as appropriate. The Compensation Committee has the authority to engage outside consultants and advisors to advise the Committeegeneral, with respect to equity compensation of executives, in its discretion, but has not done so to date.


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Board of Directors The Board of Directors has responsibility to annually assess our director compensation program. Members of management attend meetings of the Board at the Board's request, but the Board meets in executive session when required.

Role of Executives in Establishing Compensation

While thefor all full-time employees. Our current Compensation Committee is responsible for recommending CEOconsists of a chair and other executive officer compensation toindependent directors who are appointed
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annually by the Board of Directors for approval in accordance withBoard. Under the Compensation Committee Charter, the Compensation Committee must have a minimum of three members who meet the requirements for independence as set forth by the Securities and Exchange Commission ("SEC") and the NASDAQ Stock Market Rules. Members of the Compensation Committee must also qualify as “non-employee directors” within the meaning of Exchange Act Rule 16b-3.

The Compensation Committee members during 2022 were: Richard Schaum (Chair), Gary Goode, and Brian Walker (with James Wallace serving for a portion of the year).

The Compensation Committee’s responsibilities include, but are not limited to, reviewing our officer compensation philosophy and strategy, participating in the performance evaluation process for our President and CEO, in particular provides inputsetting base salary and makesincentive opportunities for our President and CEO and other NEOs, establishing the overarching pay philosophy for our management team, establishing incentive compensation and performance goals and objectives for our NEO's and other officers and determining whether performance objectives have been achieved. Executive sessions are held by the Compensation Committee without the participation of any member of management. Each year, the Compensation Committee reviews the performance and total compensation package of our NEOs. The Compensation Committee reviews and establishes each NEOs total target and actual compensation for the current year, which includes base salary, annual bonus opportunities, and long-term equity incentive awards as more fully described herein. The Compensation Committee also approves any equity compensation for all employees.

Our President and CEO is responsible for making recommendations to the Compensation Committee regarding base salary and incentive opportunities for the NEOs, other than with respect to his own compensation, but does not vote with respect thereto.

Compensation decisions may be made by the Compensation Committee using its sole judgment, but may be recommended to the full Board for non-CEOapproval as well. The Compensation Committee focuses primarily on each NEO’s performance against financial and strategic objectives and the Company's overall performance.


Role of the Independent Compensation Consultant

The Compensation Committee Charter states that the Compensation Committee may retain outside compensation consultants, legal advisors, or other advisors in its discretion. The Compensation Committee has chosen to retain an independent compensation consultant, Mercer (of the Marsh & McLennan Companies), to provide it with objective and expert analyses on certain compensation matters. In engaging Mercer, the Compensation Committee considered the relevant independence factors with respect to Mercer's services and determined that Mercer's work did not raise any conflict of interest.

All services provided by Mercer related to executive officers. In fact,compensation were done pursuant to an engagement by, and under the CEO (along with other senior management) is primarily responsible for making compensation decisions for our other employees within guidelines established bydirection and authority of, the Compensation Committee. The Compensation Committee does, however, set, review,requested Mercer's advice on a variety of topics including: assessment of the existing executive compensation program and approve all stock-based awardsstrategy; market comparisons, including with the Peer Group; plan design alternatives; pay trends; performance metrics; stock ownership guidelines; employment agreements; director compensation; best practices; and other performance-based bonuses. Sincereporting and disclosures with respect to the same. Mercer also provided compensation related data to the Company's human resource team as an aid in recruiting, talent management and broader compensation trends in 2021. Total fees for all of the foregoing services were $5,000 in 2022.

We also used Marsh USA Inc. ("Marsh"), another of the Marsh & McLennan Companies, to provide insurance services in 2022. We paid Marsh $460,000 in 2022. The decision of the Compensation Committee to engage Mercer was done with the knowledge that Marsh was engaged to provide insurance services. The total fees paid to Mercer and Marsh for 2022 was approximately $465,000, which is approximately 0.002% of the revenues of Marsh & McLennan Companies for 2022. Mercer provided Peer Group and general industry compensation data to the Compensation Committee and the entire Board recognize that the CEOsuch data was used as a frame of reference for establishing appropriate compensation goals for base salaries, annual bonuses and other executive officers have the greatest opportunity to influence our performance, our Compensation Committee concentrates its efforts on establishing proper rewards andlong-term equity incentives for executive officers. This structure provides our CEOofficers, including NEOs for 2022 and executive officers the freedom to influence and motivate our employees to positively impact our Company performance (within the guidelines established by the Compensation Committee).2023.


Compensation Committee Activity


During fiscal year 2015, the Compensation Committee met 5 times and also met in February 2016 to: review and approve the Compensation Committee Report; review and approve other compensation disclosures included in the Proxy Statement; to set targets with respect to, and review and approve performance-based bonuses; and to do reviews of non-CEO executive officers. Among the activities of the Compensation Committee is a review of each element of compensation payable to named executive officers, as well as the total compensation payable to them, which includes use of an executive officer equity compensation tally sheet (including stock appreciation). These tally sheets help reflect compensation for a certain number of previous years so that compensation decisions of the Compensation Committee and the Board can be placed in the appropriate context.

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ConsistencyCOMPENSATION POLICIES & PRACTICES


The Company has not wavered its compensation philosophy which is to ensure its compensation program structure and features align the interests of executives and employees with those of our shareholders. While the Company updates aspects of its compensation model from time to time as appropriate (including recent changes subjecting certain bonuses to performance metrics), the core elements, which are consistent with our compensation philosophy, have remained.Stock Ownership Guidelines


Objectives of Compensation Program

Compensation Philosophy. Our compensation program is comprised of three fundamental elements:

base salary
bonuses
stock-based incentives

These elementsStock Ownership Guidelines are intended to reflect our cultural emphasis on all team members sharing in the financial opportunities and sacrifices at our Company, just as our shareholders do and are intended and structuredencourage executives to avoid encouraging excessive and unnecessary risk taking. The compensation program is designed in lightown a significant number of shares of our desire to maintain an entrepreneurial culture and to incentivize desired performance and growth.common stock. The elementsStock Ownership Guidelines are calculated based on a multiple of compensation are utilized to accomplish several objectives, including:

attract, motivate, and retain personnel
encourage continued technical development and improve customer satisfaction
stay competitive for talent
encourage and reward individual achievement as well as overall Company performance
balance short-term performance and long-term performance by aligning the interests of our team with the interests of our shareholders

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Except with respect to certain performance-based bonuses and timing of restricted stock grants, the compensation program is generally available to all of our salaried employees and in operation providesNEO’s annual base salary (five times for the same methodPresident and CEO and three times for the other NEOs). Further, the stock ownership guidelines also apply to non-employee directors using a multiple of allocation of benefits between executive and non-executive participants. The only difference between executive officers and other salaried employees is that: certain potential bonuses for executive officers are subject to performance metrics (further emphasizing performance-based compensation); and restricted stock grants are considered annually rather than every three years (in part due to the Company'stheir annual retainer (five times).

Such Stock Ownership Guidelines). Our compensation program is reviewedGuidelines provide for the NEOs and comparednon-employee directors to market periodically, though its core elements remain since these elements continue to accomplishachieve the objectives oftargeted equity ownership levels on a schedule within five years. In determining if our NEOs and non-employee directors have satisfied the compensation program. Ingenuity of our employees, employee turnover, employee morale, ability to hire,ownership guidelines, we generally include RS and individual and Company performance are important factors in assessing whether our compensation program is consistent with our philosophy and is meeting its objectives.

Compensation Elements in General

As noted above, the compensation program is comprised of three fundamental elements: (1) base salary; (2) bonuses; and (3) stock-based incentives.

Base Pay. Base compensation for executive officers is predicated primarily on:

competitive circumstances for managerial talent
positions reflecting comparable responsibility

Historically, base salaries for our employees have been below market, and incentive compensation has received more emphasis to encourage and implement our entrepreneurial culture. A variety of factors are considered concerning executive officer compensation which are discussed in more detail below.

Bonuses. Bonus compensation is comprised of two elements:

Profit-Sharing Bonus payments (including a further performance-based element)
bonuses, including performance-based bonuses for executive officers and certain other key employees

All of our full-time employees, including the CEO and other executive officers, are eligible to share in our Profit-Sharing Bonuses. A percentage of pre-tax income after a minimum threshold of profitabilityPSAs that has been achieved is paid to eligible employees quarterly. This structure is intended to incentivize employees to produce above industry average financial performance, thereby aligning employeegranted and shareholder interests. For 2015, Profit-Sharing Bonuses inany shares owned outright by the total amountNEO or non-employee directors.

Clawback Provisions

To mitigate risk of approximately $41.3 million were paid to approximately 4,913 employees. Historically, those Profit-Sharing Bonuses have paid employees between 0 percent to 25 percent of base salary, which supplements base salaries (since base salaries have been historically lower than market), consistent with our philosophy that employees win when shareholders win.

In addition, the Company has adopted an additional bonuspaying either annual or long-term incentives including equity incentives based on the Profit-Sharing Bonuses already paid (in accordance with the Company's Performance-Based Bonus Plan). Under that plan, certain key employees, including the CEO and executive officers, are eligible to receive a ten percent (10%) increase in the Profit-Sharing Bonus percentage for each one percent (1%) by which net sales for the relevant year exceed net sales for the prior year (less payments of Profit-Sharing Bonuses already made for such year). The plan is designed to even further align shareholder return with executive officer compensation, in that incentive is provided to continue growing the Company.

In addition, performance-based bonuses are awarded under the Performance-Based Bonus Plan based on pre-established performance metrics of EBITDA, Diluted Earnings per Share, and Quality (each factor being weighted one-third). The Compensation Committee selected these measures to provide a balanced focus and because they impact shareholder value. During 2015, the Compensation Committee discussed, considered, and reviewed a threshold and a target for each of the foregoing performance metrics (based on IHS light vehicle production data, internal estimates of take rates and volumes, and expense budgets), and in February 2016 formally adopted and moved forward with implementation of the Performance-Based Bonus Plan (making it effective for 2015). There is no bonus payable under the plan until the pre-established threshold for a performance metric is exceeded and a maximum bonus of ten percent (10%) of base salary is payable for achievement of all targets. Pro rata bonuses (based on the percentage

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of the target achieved in excess of the threshold) are payable based upon exceeding the thresholds but not meeting or exceeding the targets.

The Compensation Committee will meet each February to verify the achievement of the above-described additional profit-sharing bonus and the performance metrics for the performance-based bonuses. Under the Performance-Based Bonus Plan, the Compensation Committee retains the right, based on performance, to increase performance bonuses up to twenty-five percent (25%) of the performance-based bonus and to pay non-CEO employee participants bonuses for personal goal achievement of up to twenty-five percent (25%) of base salary as well. The Company hasfaulty financial results, we have a Clawback Policy such thatregarding adjustment of compensation in the event of a restatement of our financial results. It provides that the Compensation Committee will review all bonuses and other compensation paid or awarded to our executive officers based on the achievement of corporate performance goals during the period covered by a restatement. If the amount of such compensation paid or payable to any current or former executive officer based on the originally reported financial results differs from the amount that would have been paid or payable based on the restated financial results, the Company will seek recovery from the executive officer of any compensation exceeding that to which he or she would have been entitled based on the restated results. The Company's Clawback Policy is under consideration in light of the SEC's recent clawback rule.

Hedging and Pledging of Stock

Under the terms of our Anti-Hedging and Anti-Pledging Policy, no officer or director is permitted to engage in securities transactions that would allow them either to insulate themselves from or profit from, a decline in the Company's financial statements,stock price. Similarly, no officer or director may enter into hedging transactions in the bonuses payable underCompany's stock. Such transactions include, but are not limited to, short sales as well as any hedging transactions in derivative securities (e.g. puts, calls, options, collars, etc.) or other speculative transactions relating to the Performance-Based Bonus Plan may be clawed back.

Stock-Based Compensation. Stock-based compensationCompany's stock. Pledging of our stock is prohibited as well. This policy is intended to align the interestsensure our officers and directors have full risks and rewards of shareholders and executives and other employees by making our executives and other employees shareholders in a meaningful amount. We attempt to foster and maintain an entrepreneurial culture that seems to work best when our employees are owners and, therefore, win when our shareholders win. History and the current climate have confirmed for us that stock-based compensation provides appropriate incentives to incent long-term performance and is also a good retention tool. Stock-based compensation includes:

stock options
restricted stock

Stock options are granted under our existing Employee Stock Option Plan, as amended, and restricted stock is granted under our Second Restricted Stock Plan, as amended, each of which has been approved by our shareholders. Our stock-based incentives vest over time to encourage our employees to take a long-term perspective.

Details of Compensation Program Design

The fundamental elementsownership of our compensation program allow compensationstock.

Equity-Based Grant Practices

Under our equity-based grant practices, we make annual equity-based grants to be impacted bycertain officers, including NEOs, in the first quarter of the calendar year at a meeting of the Board. The exercise price, in the case of any stock options, or the value in the case of PSAs or RS, is the average closing price of our overall performancecommon stock on the NASDAQ for the twenty (20) trading days preceding the day of the grant for NEOs, officers, and by individual performance as well.

Impact of Performance on Compensation

Each year, thenon-employee directors. The Compensation Committee undertakes a CEO performance review which involves a multi-step process. First, the entire Board of Directors evaluates CEO performance on a variety of factors including:

leadership
strategic planning
financial results
succession planning
human resources/diversity
communications withapproves all equity-based grants, though the Board management, employees, and shareholdersalso approves all NEO compensation.
external relations
Board relations

Mitigation of Potential Risk in Pay Programs

The Compensation Committee gathershas reviewed our compensation policies and practices and determined that there are no risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on the Company. To avoid excessive risk-taking behaviors, we have put in place several mechanisms, including, but not limited to:

•Stock Ownership Guidelines;

•Caps on annual incentive payouts;

•Financial performance-based annual incentive program;

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•Long-term incentive awards (which are delivered in the form of equity) based on remaining with the Company and/or financial performance objectives;

•Mix of types of awards;

•Use of multiple performance objectives to determine annual and long-term incentive payouts; and

•Clawback Policy and Anti-Hedging and Anti-Pledging Policy.

Impact of Accounting and Tax Treatments

Internal Revenue Code Section 162(m)

Subject to certain exceptions, Section 162(m) of the Internal Revenue Code limits our ability to deduct compensation in excess of $1 million per year paid to certain covered employees. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements entered prior to November 2, 2017 and which are not materially amended thereafter. We do not believe the foregoing has had a material impact on the Company's compensation-related decision making or our results of this evaluation. Theoperations.

Accounting for Stock-Based Compensation Committee then considers these evaluations and discusses the same

We account for stock-based payments under our equity-based plans in accordance with the CEO. Based on the foregoing, the Compensation Committee then makes CEO compensation recommendations to the entire Boardrequirements of Directors. Pursuant toFASB ASC Topic 718. Further information about this process, the CEO's base salaryaccounting treatment can be found in Notes 1 and stock-based awards are determined and approved by the Board. Evaluations, as stated herein, are also undertaken for non-CEO executive officers. Through these evaluation processes, the Compensation Committee and the Board can exercise positive or negative discretion concerning compensation decisions. Evaluations of our employees generally take place on or about the employee's anniversary date of employment, except the CEO evaluation which occurs in August and evaluations of non-CEO executive officers which now occur occur in February of each year to coincide with the Compensation Committee verification of achievement5 of the performance metrics related to payment of the additional profit-sharing bonuses and performance-based bonuses.


23

The Compensation Committee considers the foregoing factorsConsolidated Financial Statements in varying degrees in its review of the CEO. In its 2015 review of CEO performance which occurred in August 2015, the Compensation Committee and the Board highlighted positive reviews with respect to financial results, leadership, and staffing. Succession planning was also covered in the 2015 CEO performance review.

Specificsour Annual Report on Elements of Compensation for 2015

Tables. The "Summary Compensation Table for 2015" shows the base salary, bonuses (including performance-based bonuses and personal goal achievement bonuses), restricted stock awards, stock option awards, and other compensation for each of our named executive officers. Total compensation for each applicable named executive officer is also reflected in that Table. The "Grants of Plan-Based Awards for 2015" Table sets forth stock-based compensation. The "Outstanding Equity Awards at Fiscal Year-End December 31, 2015," Table and the "Option Exercises and Stock Vested for 2015" Table further demonstrate efforts to align our executive officers' interests with those of our shareholders. We continue to believe these compensation elements and the mix of these elements are appropriate for the Company given its culture, performance, industry, and current opportunities and challenges.

Base Salary.    The base salaries for our named executive officers are set forth in the "Summary Compensation Table for 2015." The Company approved guidelines for 2015 that salaried employees, including executive officers, were eligible for an increase in base salary of up to 4 percent per year for performance alone, and up to 10 percent per year total if increased responsibilities are undertaken (or, potentially more in the case of a promotion). These guidelines have been left in place for 2016 with the exception of base salary, which may be increased up to 5 percent for performance alone.

For 2015, our CEO received a 4 percent increase in base pay, based on Company guidelines of 0-4 percent.  Mr. Downing received a 50 percent increase in base pay due to his promotion and an increase in responsibilities, Mr. Nash received a 15 percent increase in base pay due to an increase in responsibilities, Mr. Ryan received an 8 percent increase in base pay due to an increase in responsibilities, and Mr. Matthews received a 4 percent increase in base pay based on Company guidelines.
Increases were predicated largely on financial performance of the Company during the previous twelve months. The qualitative factors included above in the review of CEO performance also impacted other executive officer compensation determinations.
Base salaries for executives still remain below market as performance-based (including stock-based), incentive compensation is emphasized, consistent with the Company's entrepreneurial culture.

Bonuses. Profit-Sharing Bonuses and other performance-based bonuses, as discussed above, and discretionary bonuses for named executive officers are also set forth in the "Summary Compensation Table for 2015." The Company has approved a guideline such that employees, other than participants in the Performance-Based Compensation Plan, are eligible for personal goal achievement bonuses of up to 50 percent of base salary (or, potentially more, in the case of exemplary performance). The additional profit-sharing bonuses and performance-based bonuses earned in 2015 under the Performance-Based Bonus Plan are set forth in the Non-Equity Incentive Plan Compensation Column of the "Summary Compensation Table for 2015." Personal goal achievement bonuses earned in 2015 are set forth in the Bonus Column of the "Summary Compensation Table for 2015."

For 2015, participants in the Performance-Based Bonus Plan became eligible for an increase in the Profit-Sharing Bonus percentage due to a 12 percent year-over-year increase in sales, with such bonus calculated as set forth herein.

With respect to the performance metrics for the performance bonus under the Performance-Based Bonus Plan for 2015:



24

Performance Metric
Weighting
Factor
ThresholdTargetActual Result
EBITDA1/3$415,653,830$500,285,000In excess of Target
Diluted Earnings Per Share1/3$0.88$0.99In excess of Target
Quality1/3**In excess of Target
*Quality thresholds and targets are a non-variable calculation based on parts per million plus over-all corporate cost of quality.

In February 2016, the Compensation Committee verified achievement of a year-over-year increase in sales and the above performance metrics under the Performance-Based Bonus Plan and implemented the Performance-Based Bonus Plan (effective for 2015). As such, each executive officer was awarded an initial Profit-Sharing Bonus and a performance bonus of ten percent (10%) of base salary, as set forth in the "Summary Compensation Table for 2015" and as set forth in Part III, Item 11 of the Company's formForm 10-K for the year ended December 31, 2015.2022.


Personal goal achievement bonuses reflect our Compensation Committee's and Board of Directors' positive and negative discretion. As noted, theDIRECTOR COMPENSATION

Our Compensation Committee and the Board generally prefer to emphasize stock-based compensation for the CEO, which is evidenced by the CEO not receiving any personal goal achievement bonuses for 2015, 2014, or 2013.

Stock-Based Compensation. Our named executive officers are also eligible to receive grants of stock options under our Employee Stock Option Plan and grants of restricted stock under our Second Restricted Stock Plan. The Company has approved guidelines so that stock option awards up to an established percentage may be made under our Employee Stock Option Plan and restricted stock awards of up to an established percentage may be made under our Second Restricted Stock Plan. During 2015:

CEO -135,000 stock option shares granted
Other Executive Officers - 4,580 to 16,880 stock option shares granted
Restricted Stock Awards of 1,650 shares to 6,000 shares
These awards are predicated on both individual and company performance, while creating incentives to help achieve our long-term goals and align employee interests with those of our shareholders. In particular, in the case of our CEO, the Compensation Committee prefers stock option grants to the CEO rather than more significantly increasing base pay or bonuses to a level that might be more commensurate with the market for chief executive talent. In light of the fact that our CEO's base pay is low, and the fact that he received no personal goal achievement bonus or restricted stock award, along with the Company's emphasis on incentive compensation, our CEO was granted the foregoing stock option award in 2015, which will only benefit him if our shareholders benefit as well.

Our Employee Stock Option Plan, as amended and restated, makes stock options generally available to all of our salaried employees. All options are granted to employees around the end of the quarter in which their anniversary date of employment occurs at scheduled meetings of the Compensation Committee (except in the case of named executive officer stock option grants, which are done when approved by the entire Board of Directors as discussed above). Stock options are only granted at their fair market value on the date of Compensation Committee meetings with all such grants being reviewed and approved by the Compensation Committee (except named executive officer stock option grants, which are only granted at their fair market value on the date approved by the entire Board). Generally, stock option awards to officers have a seven-year term and become exercisable (as long as employment continues), for 20 percent of the shares on each anniversary of the grant date commencing on the first anniversary of the grant date, although a five-year term might be used in order to accommodate certain circumstances. Stock options for other employees generally carry a five- to seven-year term and similarly vest over time.

Restricted stock awards are granted at the discretion of the Compensation Committee at scheduled meetings of the Compensation Committee (except in the case of named executive officers restricted stock awards, which are made when approved by the entire Board of Directors, as noted below). Historically, grants of restricted stock to eligible employees have been considered once every three years for each eligible employee. Beginning in February 2016, the Compensation Committee expects to grant restricted stock awards annually for non-CEO named executive officers at the time of the reviews of such individuals (and annually for certain other officers as well). Usually, these share grants are restricted for five years from the

25

date of grant, and as such are viewed as an important retention tool. Dividends are paid on restricted shares so granted if, and to the extent, we pay dividends on our common stock. The vesting schedules associated with stock option and restricted stock awards, in part, discourage excessive and unnecessary risk-taking (especially when considered in connection with the stock ownership guidelines for executive officers).

Other Compensation. All other compensation for named executive officers set forth in the "Summary Compensation Table for 2015" includes "matching" contributions by the Company pursuant to our 401(k) plan, restricted stock dividends, the personal use of designated Company automobiles by certain executive officers or reimbursement for business use of personal vehicles, and certain costs associated with the personal use of Company aircraft, as detailed in the notes to the "Summary Compensation Table for 2015." Also, membership fees at a local country club are paid as detailed in the notes to the "Summary Compensation Table for 2015." We make available to certain executives Company aircraft for personal use, provided it does not conflict with any business purpose for the aircraft. All executives are assessed the value of the incremental costs of personal use of Company aircraft. The cost to the Company related to personal use of Company aircraft is calculated using the SIFL (Standard Industry Fare Level) rates as outlined by the IRS in accordance with Treasury Regulation Section 1.61-21 (Taxation of fringe benefits). Certain costs associated with the personal use of Company aircraft are considered a taxable fringe benefit as reflected in the notes to the "Summary Compensation Table for 2015." For tax purposes, the additional income that is considered a taxable fringe benefit is subject to income inclusion as reflected in the notes to the "Summary Compensation Table for 2015."

Director Compensation

Our Board of Directors has responsibility for periodically assessing our director compensation program.


For 2015,2022, each director who was not an employee at the Company received, as applicable:

    Annual retainer - $80,000
    Chair of the Company received:Board retainer - $100,000

    Audit Committee Chair retainer - $12,500
$12,000 annual directors' retainer fee ($3,000 per quarter)
$1,750 for each Board meeting attended
$1,250 for each Committee meeting attended
An option to purchase 7,000 shares of our common stock

The Lead Independent Director received an additional retainer fee in the amount of $10,000 for 2015. The Chairmen of our Compensation and Audit Committees also received an additional retainer fee in the amount of $5,000 for each committee for 2015. For 2016, Board fees have been set at: $14,400 annual directors' retainer fee ($3,600 per quarter); $2,100 for each Board meeting attended; and $1,500 for each Committee meeting attended. For 2016, the Lead Independent Director,    Compensation Committee Chairman,Chair retainer - $10,000
    Nominating and Corporate Governance Committee Chair retainer - $10,000
    Audit Committee Chairman additionalMember retainer fees have been set(non-chair) - $7,500
    Compensation Committee Member retainer (non-chair) - $5,000
    Nominating and Corporate Governance Committee Member (non-chair) - $5,000

All of the foregoing amounts are payable quarterly. In 2022, directors elected at $12,000, $6,000, and $6,000, respectively. The non-employee directors annual optioneach Annual Meeting receive a grant of RS equal to purchase 7,000 shares of our common stock is at a$130,000 divided by the average closing price per share equal toof the closing price of ourCompany's common stock on the NASDAQ ontwenty (20) days preceding the date of each annual meeting of shareholders in accordance with our shareholder approved 2012 Amended and Restated Non-Employee Director Stock Option Plan, as amended. See the "Director Compensation Table for 2015." Like executives, Board members may make personal use of Company aircraft if such use does not conflict with any business purpose for the aircraft. The costgrant rounded to the Company related tonearest whole share of such personal use by directors is calculated using SIFL (Standard Industry Fare Level) rates as discussed above. We believe this director compensation to be reasonable and appropriate.

Stock Ownership

The Company has adopted Stock Ownership Guidelines (*) providing that executive officers should own three times their annual salaries in Company common stock and directors should own two times their annual director fees in Company common stock. As noted above,RS. Each such guidelines help discourage excessive and unnecessary risk-taking inRS grant will vest on the contextfirst anniversary of the Company’s emphasis on stock-based compensation. The Compensation Committee continues to assess the Stock Ownership Guidelines, compliance with such guidelines, and appropriate means to ensure compliance with such guidelines. In addition, the Company's Anti-Hedging and Anti-Pledging Policy prohibit directors and executive officers from leveraging their ownership of Company stock or pledging Company stock to secure personal loans.grant.




26

Impact of Regulatory RequirementsCONCLUSION

In making compensation design and award decisions, we have considered the ability to deduct compensation in accordance with Internal Revenue Code Section 162(m). We have also considered the impact of Section 16 of the Securities and Exchange Act of 1934 and rules promulgated thereunder. Since we do not currently have a deferred compensation plan, consideration of the impact of Internal Revenue Code Section 409A in compensation design and award decisions has not been significant. The executive compensation disclosure rules applicable to annual reports and proxy statements with respect to the disclosure of compensation-related risks for all employees, certain matters related to compensation consultants, reporting of equity awards in the compensation tables, and the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act related to compensation have had no material impact on our decisions regarding compensation. The shareholder advisory vote on named executive officer compensation occurring this year, as well as future shareholder advisory votes on named executive officer compensation, will be considered by the Compensation Committee and Board of Directors in making future compensation decisions.

Conclusion


We have reached the conclusion that each individual element of compensation, as well as the total compensation, delivered to our named executive officersNEOs and to our directors during 20152022 are reasonable, appropriate, and in the best interests of ourthe Company and our shareholders. We believe the elements of compensation for 2023 will be the same. That determination is based on a continuation of our compensation philosophy and practices which we believe align both the short-term and long-term interests of our employeesofficers with those of our shareholders. It remains the case that each element of our compensation program is important to accomplishing the Company's goals of creating an entrepreneurial environment so that our employees are motivated to remain with us, individually perform to the best of their abilities, and focus on our long-term success.




2734


EXECUTIVE COMPENSATION


Summary Compensation


The following table sets forth the compensation earned by the principal executive officer, principal financial officer, and other executive officers for services rendered to the Company for the fiscal year ended December 31, 2015.2022.
Summary Compensation Table for 2022

Name and Principal Position		YearSalary
($)
Bonus
($)		(1)
Stock Awards
($)		(2)
Option Awards
($)		(3)
Non-Equity Incentive Plan Compensation		Change in Pension Value and Non-qualified Deferred Compensation Earnings
($)		(4)
All Other Compensation ($)		Total ($)
Steve Downing,
President and CEO		2022792,693 — 2,865,225 — 604,720 — 245,729 4,508,367 
2021750,000 — 2,132,006 — 506,550 — 272,810 3,661,366 
2020764,423 — 1,843,293 — 748,370 — 181,360 3,537,446 
Neil Boehm, Vice President - Engineering and CTO2022465,062 — 722,476 — 269,289 — 120,910 1,577,737 
2021407,000 — 751,013 — 206,166 — 144,287 1,508,466 
2020414,827 — 625,205 — 304,587 — 86,102 1,430,721 
Kevin Nash, Vice President - Finance, CFO and Treasurer2022470,039 — 862,319 — 269,289 — 181,015 1,782,662 
2021406,000 — 738,100 — 202,620 — 122,828 1,469,548 
2020413,692 — 573,457 — 299,348 — 107,329 1,393,826 
Matt Chiodo, Vice President - Sales2022409,885 — 631,191 — 235,274 — 151,292 1,427,642 
2021380,000 — 701,176 — 192,489 — 155,996 1,429,661 
2020387,308 — 505,889 — 284,381 — 105,495 1,283,073 
Scott Ryan, Vice President, General Counsel and Corporate Secretary2022371,346 — 570,386 — 212,597 — 115,855 1,270,184 
2021354,000 — 645,859 — 177,293 — 102,424 1,279,576 
2020360,731 — 448,049 — 261,930 — 80,761 1,151,471 

(1)The amounts shown in this column for 2022 include the aggregate grant date fair market value of RS granted in 2022 and the aggregate grant date fair market value of PSAs awarded for the 2022-2024 performance period at target. The value of the PSA at grant date if maximum performance is achieved would be as follows: Mr. Downing - $4,011,000; Mr. Boehm - $1,011,000, Mr. Nash - $1,207,000; Mr. Chiodo - $884,000; and Mr. Ryan - $799,000. The amounts in this column for 2022, 2021 and 2020 for the outstanding RS award are solely the value of the aggregate grant date fair value. The values in this column are computed in accordance with FASB ASC Topic 718 (as opposed to what is included in the Company's financial statements). See the Company's Annual Report (Footnote 5) for the years ended December 31, 2022, 2021, and 2020 for the assumptions made in the valuation of the RS grants and PSA grants. The actual number of RS shares granted and PSA shares granted is shown in the "Grants of Plan-Based Awards" table included in this Proxy Statement. Dividends for RS grants are and will be paid on the shares, if, and to the same extent, paid on the Company's common stock. Dividend equivalents are earned and accumulated over the performance period for PSAs, if, and at a similar rate and to the same extent, paid on the Company's common stock. NEOs are eligible to receive RS awards and PSA awards at the discretion of the Compensation Committee in accordance with the 2019 Omnibus Plan as discussed in the "Compensation Discussion and Analysis" section of this Proxy Statement.
(2)There were no stock option awards to the named executive officers in 2022, 2021, or 2020.
(3)Amounts set forth relate to performance-based bonuses earned under the Annual Incentive Plan based on the achievement of performance metrics set forth therein and are discussed further in the "Compensation Discussion and Analysis" section of this Proxy Statement.
(4)Other compensation includes the sum of RS dividends, PSA deemed dividends, matching contributions by the Company pursuant to its 401(k) Plan, matching contributions by the Company pursuant to its Deferred Compensation Plan, and the use of Company automobiles or reimbursement for the use of personal automobiles pursuant to the Company's policy for use of such vehicles, detailed in the table set forth below. Other compensation also includes membership fees at local country clubs, housing allowance in the case of Mr. Chiodo, and aggregate incremental costs associated with the personal use of Company aircraft, which is subject to income inclusion as a taxable fringe benefit.
35

Summary Compensation Table for 2015

Name and Principal Position
Year
Salary
($)
(1)
Bonus
($)
(2)
Stock Awards
($)
(3)
Option Awards
($)
(4)
Non-Equity Incentive Plan Compensation
Change in Pension Value and Non-qualified Deferred Compensation Earnings
($)
(5)
All Other Compensation ($)
Total ($)
Fred Bauer, Chairman and CEO2015523,102
118,033
—
662,466
204,022
—
29,076
1,536,699
2014496,513
119,097
—
1,224,080
—
—
93,902
1,933,592
2013479,960
103,368
—
1,081,769
—
—
43,672
1,708,769
Steve Downing,
Senior Vice President and CFO
2015253,846
60,307
93,000
66,515
126,026
—
53,413
653,107
2014193,209
116,569
—
80,933
—
—
28,140
418,851
2013134,057
96,817
229,140
68,458
—
—
8,207
536,679
Kevin Nash,
Vice President – Accounting and CAO
2015163,046
49,793
46,500
31,760
83,773
—
42,177
417,049
2014149,827
68,953
160,620
52,732
—
—
28,513
460,645
Scott Ryan, Assistant General Counsel2015184,424
44,121
26,416
18,446
83,656
—
24,060
381,123
Joseph Matthews, Vice President - Purchasing2015147,430
66,265
—
23,586
72,096
—
24,060
333,437
2014133,121
51,883
107,080
40,205
—
—
14,428
346,717
Mark Newton, Former
Senior Vice President		2015299,261
42,699
—
—
—
—
482,935
824,895
2014362,592
150,539
—
171,721
—
—
30,820
715,672
2013296,861
132,426
127,300
165,059
—
—
19,953
741,599
NameRestricted Stock Dividends ($)Performance Share Deemed Dividends ($)401(k) Employer Match ($)NQDC Employer Match ($)Personal Use of Automobiles ($)Personal use of Aircraft ($)Other Perquisites ($)Total Other Compensation($)
Steve Downing$52,305 67,26215,25026,44725,38950,0769,000245,729
Neil Boehm$10,717 22,52015,2508,19323,87031,3609,000120,910
Kevin Nash$10,797 21,79415,2508,25924,74491,1719,000181,015
Matt Chiodo$9,736 19,51915,2507,47228,59344,68726,035151,292
Scott Ryan$8,511 17,61515,2504,32626,28935,8408,024115,855



(1) Amounts set forth include discretionary bonuses for Messrs. Nash, Ryan and Matthews of $12,000, $2,500 and $33,000 respectively.

(2)    For each outstanding restricted stock award, the value shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (as opposed to what is included in the Company's financial statements). See the Company’s Annual Report (Footnote 5) for the years ended December 31, 2015, 2014 and 2013 for the assumptions made in the valuation of restricted stock. The actual number of restricted shares granted is shown in the "Grants of Plan-based Awards for 2015" table included in this Proxy Statement. Assuming continued employment with the Company, restrictions on shares lapse upon expiration of five years from date of grant. Dividends are and will be paid on the shares if, and to the same extent, paid on the Company's common stock. Executive officers are eligible to receive restricted stock awards at the discretion of the Compensation Committee in accordance with the Restricted Stock Plan and as discussed in the "Compensation Discussion and Analysis" section of this Proxy Statement.

(3)For each outstanding stock option award, the value shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (as opposed to what is included in the Company's financial statements). See the Company’s Annual Report (Footnote 5) for the years ended December 31, 2015, 2014, and 2013 for the assumptions made in the valuation of stock options. The actual number of stock options granted is shown in the "Grants of Plan-based Awards for 2015" table included in this Proxy Statement.

(4) Amounts set forth relate to the additional profit-sharing bonuses and performance-based bonuses earned in 2015 under the Performance-Based Bonus Plan and are discussed further in the "Compensation Discussion and Analysis" section of this Proxy Statement.


28

(5)Other compensation includes the sum of restricted stock dividends and "matching" contributions by the Company pursuant to its 401(k) Plan. In addition, other compensation includes the use of Company automobiles or reimbursement for personal vehicles pursuant to the Company's policy for use of such vehicles and membership fees at a local country club for Messrs. Bauer, Downing and Nash. Other compensation for Messrs. Bauer, Downing and Nash also includes certain costs associated with the personal use of Company aircraft which is subject to income inclusion as a taxable fringe benefit. Other compensation for Mr. Newton includesamounts paid, pursuant to Mr. Newton's severance agreement further described in the Company's 8-K filing on June 22, 2015.

The Company makes Company aircraft available to the executives when personal use does not conflict with any business purpose for the aircraft. The cost of the flight is calculated using the SIFL (Standard Industry Fare Level) rates published by the IRS in accordance with Treasury Regulation Section 1.61-21 (Taxation of fringe benefits).

(6)As disclosed in previously filed Form 8-K's, Mr. Nash became an executive officer effective June 16, 2014, Mr. Matthews became an executive officer effective July 22, 2014, Mr. Newton was no longer an executive officer as of June 18, 2015, and Mr. Ryan became an executive officer on August 20, 2015.

Grant of Plan-Based Awards


The following table discloses the actual number of restricted stockRS awards, PSAs, and stock options granted and the grant date of those awards. It also captures potential future payouts under the Company's non-equity and equity incentive plans.
Grants of Plan-Based Awards for 2022
Name(1)
Grant Date		(2)
Estimated Future Payouts Under Non-Equity Incentive Plans		(3)
Estimated Future Payouts Under Equity Incentive Plan Awards		(4)
All Other Stock Awards: Number of Shares of Stock or Units
(#)		All Other Option Awards: Number of Securities Underlying Options
(#)		Exercise or Base Price of Option Awards
 ($/Sh)		 (5)
Grant Date Fair Value of Stock and Option Awards
($)
Thres-hold
($)		Target
($)		Maximum ($)Thres-hold
(#)		Target (#)Maxi-mum
(#)
Steve Downing02/17/22$400,000 $800,000 $1,600,000 32,507 65,013 130,026 27,863 — — $2,865,225 
Neil Boehm02/17/22$178,125 $356,250 $712,500 8,197 16,393 32,786 7,026 — — $722,476 
Kevin Nash02/17/22$178,125 $356,250 $712,500 9,783 19,566 39,132 8,386 — — $862,319 
Matt Chiodo02/17/22$155,625 $311,250 $622,500 7,161 14,322 28,644 6,138 — — $631,191 
Scott Ryan02/17/22$140,625 $281,250 $562,500 6,471 12,942 25,884 5,547 — — $570,386 
Grants of Plan-Based Awards for 2015
Name
(1)
Grant Date
(2)
Estimated Future Payouts Under Non-Equity Incentive Plans
Estimated Future Payouts Under Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock or Units
(#)
(3)
All Other Option Awards: Number of Securities Underlying Options
(#)
(4)
Exercise or Base Price of Option Awards
 ($/Sh)

 (5) Grant Date Fair Value of Stock and Option Awards
($)

Thres-hold
($)
Target
($)
Maxi-mum ($)
Thres-hold
(#)
Target (#)
Maxi-mum
(#)
Fred Bauer09/19/15$—
$137,020
$197,309
—
—
—
—
135,000
$15.89$662,466
Steve Downing09/30/15$—
$88,380
$131,040
—
—
—
6,000
16,880
$15.50$159,515
Kevin Nash09/30/15$—
$48,770
$72,311
—
—
—
3,000
8,060
$15.50$78,260
Scott Ryan12/31/15$—
$55,360
$82,082
—
—
—
1,650
4,580
$16.01$44,862
Joseph Matthews03/31/15$—
$37,532
$55,648
—
—
—
—
4,950
$18.30$23,586
Mark Newton —
—
—
—
—
—
—
—
—
—


(1)The Grant Date is the date when the Compensation Committee's recommendation was approved by the entire Board.
(2)For 2022 under the Annual Incentive Plan, the Compensation Committee has established ratios of 50% of base salary for the President and CEO and 37.5% of base salary for the other NEOs upon achievement of the threshold, 100% of base salary for the President and CEO and 75% of base salary for the other NEOs upon achievement of the target, and another 100% of base salary for the President and CEO and another 75% of base salary for the other NEOs upon achievement of the maximum, representing potential payments to NEOs. At its February 2022 meeting, the Compensation Committee also established thresholds, targets, and maximums for the Revenue, Operating Income, and Earnings per Diluted Share performance metrics. As such, the columns reflect potential payments for each NEO under the Annual Incentive Plan.
(3)These columns reflect the potential issuance of shares of common stock for each NEO under the PSA component of the Long-Term Incentive Plan for 2022. PSAs accounted for seventy percent (70%) of the Long-Term Incentive Plan awards in 2022 as discussed in the Long-Term Incentive Plan section of "Compensation Discussion and Analysis". Such PSAs cliff vest at the end of a three year period based on the Company's performance against established metrics as discussed in "Compensation Discussion and Analysis".
(4)These RS awards represent the number of shares of restricted common stock awarded under the Long-Term Incentive Plan at target (see also footnote (2) above). RS accounted for thirty percent (30%) of the Long-Term Incentive Plan awards in 2022 as discussed in the Long-Term Incentive Plan section of "Compensation Discussion and Analysis." Such RS cliff vests three (3) years from the grant date.
(5)This column represents the fair value (at grant date) of RS awards and PSAs granted to each of the NEOs in 2022 at target. See the Company's Annual Report on Form 10-K, Note 5, for the year ended December 31, 2022 for the assumptions made in the valuation of RS awards and PSAs. See also footnote (1) the "Summary Compensation Table" for the value of PSAs at grant date if maximum performance is achieved.


(1)     The Grant Date is the date the Compensation Committee met to approve the grants or when the Compensation Committee's recommendation was approved by the entire Board of Directors in the case of Mr. Bauer.


(2) Estimated future payouts under the Company's Pay for Performance Plan is based on the plan guidelines as approved by the Board of Directors as of February 18, 2016. Estimated "Target" payments are based on the Company achieving growth and performance metrics at the mid-point of its estimated 2016 public guidance as disclosed in the Company's 8-K filing on January 28, 2016. "Maximum" payments are based on the Company achieving growth and performance metrics at the top end of the range also disclosed on January 28, 2016. Should the Company achieve growth above the top end of its guided range, "Maximum" payments could increase beyond what is shown in this table.

(3)    The option grants for Messrs. Bauer, Downing, Nash, Ryan and Matthews, are seven-year options that become exercisable, as long as employment with the Company continues, for 20 percent of the shares on each anniversary of the grant date commencing with the first anniversary of the grant date.

(4) The exercise price was the closing price of the stock on the date the Compensation Committee met to approve the option grants or as of the day when the Compensation Committee's recommendation was approved by the entire Board of Directors. The exercise price may be paid in cash, in shares of the Company's common stock, and/or by the surrender of the exercisable options valued at the difference between the exercise price and the market value of the underlying shares.


2936

(5) Stock option grant date fair values are based on the Black-Scholes option valuation model in accordance with FASB ASC Topic 718. Restricted stock awards represent the aggregate value at the date of grant for shares of common stock awarded under the Company’s Second Restricted Stock Plan. See the Company’s Annual Report (Footnote 5) for the year ended December 31, 2015, for the assumptions made in the valuation of stock options


Outstanding Equity Awards at Fiscal Year End


The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2015,2022, for the named executive officers.NEOs. It also shows restricted stockRS awards and PSAs not yet vested as of December 31, 2015. The information contained in this table is based on the 2 for 1 common stock split effected as of December 31, 2015 in the form of a 100% stock dividend.2022.
Outstanding Equity Awards at Fiscal Year-End at December 31, 2022
Option AwardsStock Awards
Name(1)
Number
of
Securities Underlying Unexercised Options
(#)
Exercisable		(1)
Number of Securities Underlying Unexercised Options
(#)
Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2)
Option Exercise Price ($)		Option Expiration Date(3)
Number of Shares or Units of Stock That Have Not Vested
(#)		(4)
Market Value of Shares or Units of Stock That Have Not Vested
($)		(5)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)		(6)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
Steve Downing— — — 15-Feb-202337,000 1,008,620 — — 
— — — 20-Feb-202317,792 485,010 — — 
— — — 20-Feb-2023— — 41,516 1,131,726 
17,730 — — 14.7022-Feb-2023— — — — 
— — — 18-Feb-2024— — 42,762 1,165,692 
— — — 20-Feb-202418,327 499,594 — — 
— — — 18-Feb-202527,863 759,545 65,551 1,786,920 
101,000 — — 22.9415-Feb-2028— — — — 
118,730 — — 100,982 2,752,769 149,829 4,084,338 
— — — 20-Feb-20236,035 164,514 — — 
Neil Boehm— — — 20-Feb-2023— — 14,081 383,848 
1,242 — — 15.6931-Mar-2023— — — — 
— — — 18-Feb-2024— — 15,063 410,617 
— — — 20-Feb-20246,456 175,991 — — 
— — — 18-Feb-20257,026 191,529 16,529 450,581 
15,000 — — 22.9415-Feb-2028— — — — 
16,242 — — 19,517 532,034 45,673 1,245,046 
Kevin Nash— — — 20-Feb-20235,535 150,884 — — 
— — — 20-Feb-2023— — 12,916 352,090 
6,776 — — 14.7022-Feb-2023— — — — 
— — — 18-Feb-2024— — 14,804 403,557 
— — — 20-Feb-20246,345 172,965 — — 
— — — 18-Feb-20258,386 228,602 19,728 537,785 
27,000 — — 22.9415-Feb-2028— — — — 
33,776 — — 20,266 552,451 47,448 1,293,432 
Matt Chiodo— — — 20-Feb-20234,883 133,111 — — 
— — — 20-Feb-2023— — 11,394 310,600 
— — — 18-Feb-2024— — 14,064 383,385 
— — — 20-Feb-20246,027 164,296 — — 
— — — 18-Feb-20256,138 167,322 14,441 393,662 
30,000 — — 22.9415-Feb-2028— — — — 
30,000 — — 17,048 464,729 39,899 1,087,647 
Scott Ryan— — — 20-Feb-20234,325 117,900 — — 
— — — 20-Feb-2023— — 10,091 275,081 
4,580 — — 14.7022-Feb-2023— — — — 
— — — 18-Feb-2024— — 12,954 353,126 
— — — 20-Feb-20245,552 151,348 — — 
— — — 18-Feb-20255,547 151,211 13,049 355,716 
25,000 — — 22.9415-Feb-2028— — — — 
29,580 — — 15,424 420,459 36,094 983,923 

37

Outstanding Equity Awards at Fiscal Year-End at December 31, 2015
 Option AwardsStock Awards
Name
(1)
Number
of
Securities Underlying Unexercised Options
(#)
Exercisable
(1)
Number of Securities Underlying Unexercised Options
(#)
Unexercis-able
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
(2)
Option Exercise Price ($)
Option Expiration Date
(3)
Number of Shares or Units of Stock That Have Not Vested
(#)
(4)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
Fred Bauer228,000
—
—
7.25
8/13/2016—
—
—
—
239,400
—
—
9.12
8/12/2017—
—
—
—
150,000
100,000
—
9.12
8/16/2019—
—
—
—
104,000
156,000
—
11.28
8/15/2020—
—
—
—
200,000
50,000
—
12.35
8/11/2018—
—
—
—
52,000
208,000
—
14.69
9/20/2021—
—
—
—
—
135,000
—
15.89
8/19/2022—
—
—
—
973,400
649,000
—
  —
—
—
—
Steve Downing8,820
—
—
12.48
9/29/2016—
—
—
—
—
—
—
—
9/27/20178,000
128,080
—
—
—
—
—
—
9/27/201818,000
288,180
—
—
6,000
4,000
—
8.64
9/27/2019—
—
—
—
7,200
10,800
—
12.80
9/30/20206,000
96,060
—
—
4,500
18,000
—
13.39
9/30/2021—
—
—
—
—
16,880
—
15.50
9/30/2022—
—
—
—
26,520
49,680
—

 32,000
512,320
—
—
Kevin Nash—
2,880
—
8.64
9/27/20174,320
69,163
—
—
—
—
—
—
9/27/20186,000
96,060
—
—
3,480
6,660
—
12.80
9/30/2018—
—
—
—
—
—
—
—
9/30/201912,000
192,120
—
—
—
—
—
—
9/30/20203,000
48,030
—
—
2,932
11,728
—
13.39
9/30/2021—
—
—
—
—
8,060
—
15.50
9/30/2022—
—
—
—
6,412
29,328
—
  25,320
405,373
—
—
Scott Ryan4,726
—
—
14.96
12/29/2016—
—
—
—
3,280
1,640
—
9.38
12/27/2017—
—
—
—
3,610
3,610
—
16.42
12/30/2018—
—
—
—
—
—
—
 12/30/20183,000
48,030
—
—
2,080
6,240
—
18.31
12/30/2019—
—
—
—
—
—
—
 12/31/20201,650
26,417
—
—
—
4,580
—
16.01
12/31/2022—
—
—
—
13,696
16,070
—
  4,650
74,447
—
—
Joseph Matthews—
2,140
—
12.23
9/29/2017—
—
—
—
—
4,490
—
10.12
3/27/2018—
—
—
—
—
—
—
—
3/27/20184,800
76,848
—
—
—
7,066
—
15.41
3/28/2019—
—
—
—
—
—
—
—
9/30/20198,000
128,080
—
—
—
4,950
—
18.30
12/31/2022—
—
—
—
—
18,646
—
  12,800
204,928
—
—
Mark Newton—
—
—
  —
—
—
—


30




(1)    These options become exercisable, as long as employment with the Company continues, for 20 percent of the shares on each anniversary of the grant date commencing with the first anniversary of the grant date. Mr. Matthews has 13,696 five-year options that become exercisable, as long as employment with the Company continues, for 25 percent of the shares on each anniversary of the grant date commencing with the first anniversary of the grant date. These options were granted to Mr. Matthews before he became an executive officer of the Company. Mr. Nash has 9,540 five-year options that become exercisable, as long as employment with the Company continues, for 25 percent of the shares on each anniversary of the grant date commencing with the first anniversary of the grant date. These options were granted to Mr. Nash before he became an executive officer of the Company. Mr. Ryan has 11,490 five-year options that become exercisable, as long as employment with the Company continues, for 25 percent of the shares on each anniversary of the grant date commencing with the first anniversary of the grant date. These options were granted to Mr. Ryan before he became an executive officer of the Company.

(2)    The exercise price was the closing price of the stock on the date the Compensation Committee met to approve the option grants, or when the Compensation Committee's recommendation was approved by the entire Board of Directors in the case of Mr. Bauer. The exercise price may be paid in cash, in shares of the Company's common stock, and/or by the surrender of the exercisable options valued at the difference between the exercise price and the market value of the underlying shares.

(3)    Assuming continued employment with the Company, restrictions on shares lapse upon the expiration of five years from the date of grant. Dividends are and will be paid on these shares if, and to the same extent, paid on the Company's common stock.

(4)(1)RepresentsThese options become exercisable, as long as employment with the aggregateCompany continues, for 20 percent on each anniversary of the grant date commencing with the first anniversary of the grant date for all grants prior to 2018. For option grants during 2018, options become exercisable, as long as employment with the Company continues, for 25% on each anniversary of the grant date, with an expiration date ten years from grant date.
(2)The exercise price is the closing price of the stock on the date the Compensation Committee met to approve the option grants, or when the Compensation Committee's recommendation was approved by the entire Board. The exercise price may be paid in cash, in shares of the Company's common stock, and/or by the surrender of the exercisable options valued at the difference between the exercise price and the market value of the underlying shares.
(3)As long as employment with the Company continues, restrictions on RS granted under the Long-Term Incentive Plan and Second Restricted Stock Plan lapse upon the expiration of three, four, or five years from the date of grant (shown in the Option Expiration Date column for convenience). Dividends on RS are, and will be, paid on these shares if, and to the same extent, paid on the Company's common stock. See "Grant of Plan Based Awards Table for 2022" for additional detail on RS awarded in 2022.
(4)The amounts in this column represent the market value as of December 31, 2015, for shares2022, of common stockRS awarded under the Company'sLong-Term Incentive Plan and Second Restricted Stock Plan.
(5)PSAs granted in February 2020, 2021, and 2022, cliff vest after a three year performance period as long as the NEO remains employed by the Company. Dividend equivalents on PSAs are and will be deferred on these awards over the performance period, if, and at an equivalent value as, dividends are paid on the Company's common stock. The PSAs shown in this column reflect target performance under the Long-Term Incentive Plan as discussed in the Long-Term Incentive Plan section of "Compensation Discussion and Analysis," with maximum performance, if achieved, essentially doubling the same. See "Grant of Plan Based Awards Table for 2022" for additional detail on PSAs awarded in 2022.
(6)For PSAs granted in 2020, 2021, and 2022, the amounts in this column reflect the market value as of December 31, 2022, of 100% (i.e., target performance) of PSAs awarded under the Long-Term Incentive Plan in 2019, 2020 and 2021, with maximum performance if achieved, essentially doubling the same.


Option Exercises and Stock Vested


The following table contains information regarding the exercise of stock options and vesting of restricted stock during the fiscal year ended December 31, 2015,2022, by the following executive officers.NEOs:


Option Exercises and Stock Vested for 2022
Option AwardsStock Awards
Name
Number of
Shares
Acquired on
Exercise (#)		Value Realized
on Exercise
($)
Number of
Shares
Acquired on
Vesting (#)		Value Realized
on Vesting
($)
Steve Downing— — 97,497 3,010,904 
Neil Boehm— — 28,493 872,554 
Kevin Nash— — 27,348 845,667 
Matt Chiodo— — 28,631 875,239 
Scott Ryan— — 23,575 728,003 














38

Option Exercises and Stock Vested for 2015
 Option AwardsStock Awards
Name

Number of
Shares
Acquired on
Exercise (#)
Value Realized
on Exercise
($)

Number of
Shares
Acquired on
Vesting (#)
Value Realized
on Vesting
($)
Fred Bauer216,000
1,734,480
—
—
Steve Downing6,300
48,549
—
—
Kevin Nash17,030
96,314
—
—
Scott Ryan3,000
4,883
2,000
32,780
Joseph Matthews15,140
61,984
4,000
73,360
Mark Newton72,388
430,145
—
—
Non-Qualified Deferred Compensation



The Company has not adopted any long-term incentivefollowing table contains information regarding Deferred Compensation Plan contributions, earnings and withdrawals for the plan defined benefit or actuarial plan, or non-qualified deferred compensation plan, as those terms are defined in applicable laws, rules, and regulation promulgatedyear ended December 31, 2022, by the Securitiesfollowing NEOs:

Non-Qualified Deferred Compensation
Executive OfficerExecutive Contributions Y/E 2022 (1)Company Contributions in 2022 (2)Aggregate Earnings in 2022 (3)Aggregate Withdrawals/ DistributionsAggregate Balance at Y/E 2022
Steve Downing$270,869 $26,447 $(210,066)$— $917,107 
Neil Boehm$227,258 $8,193 $(70,700)$— $415,492 
Kevin Nash$85,788 $8,259 $(73,079)$— $264,849 
Matthew Chiodo$76,814 $7,472 $(68,894)$— $317,166 
Scott Ryan$51,233 $4,326 $(26,092)$— $152,955 
(1)Amounts in this column represent the deferrals of base salary earned in fiscal 2022 which are included in Summary Compensation Table under Salary, plus deferral of amounts earned in fiscal 2021 and paid in fiscal 2022 under the Annual Incentive Plan which was included in the fiscal 2021 Summary Compensation Table under Non-Equity Incentive Plan Compensation.
(2)Amounts in this column represent the Company's contribution and are included in the "All Other Compensation" column of the Summary Compensation Table.
(3)The amounts shown includes interest earned from cash deferrals. The earnings during 2022 were not above market or preferential; therefore, these amounts were not included in the 2022 Summary Compensation Table.

For further information, see the Deferred Compensation section of "Compensation Discussion and Exchange Commission. Analysis".

The Company does not have any contracts with its named executive officersNEOs linked to a change in control of the Company other than with respect to vesting certain restricted stock orRS, stock option awards, which provisions are applicable to all employees receiving such awards.or PSAs.








31

DIRECTOR COMPENSATION


The following table discloses the cash, stock option awards, and other compensation earned, paid, or awarded to each of the Company's directors during the fiscal year 2015.2022.

Director Compensation for 2022
Name(1)
Fees Earned or
Paid in
Cash
($)		 (2) Stock
Awards
($)
Option
Awards
($)		Non-Equity
Incentive Plan
Compensation
($)		Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings		(3)
All Other
Compensation
($)		Total
($)
Joseph Anderson50,700 131,994 — — — 1,060 183,754 
Leslie Brown87,500 131,994 — — — 1,743 221,237 
Gary Goode110,000 131,994 — — — 1,743 243,737 
James Hollars80,000 131,994 — — — 1,743 213,737 
Richard Schaum164,346 131,994 — — — 1,743 298,083 
Kathleen Starkoff87,500 131,994 — 1,743 221,237 
Brian Walker88,750 131,994 — — — 1,743 222,487 
James Wallace87,500 — — — — 683 88,183 
Dr. Ling Zang80,000 131,994 — — — 1,743 213,737 
39

Director Compensation for 2014
Name
(1)
Fees Earned or
Paid in
Cash
($)
Stock
Awards
($)
(2)
Option
Awards
($)
Non-Equity
Incentive Plan
Compen-sation
($)
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(3)
All Other
Compensation
($)
Total
($)
Gary Goode49,500
—
37,069
—
—
—
86,569
Pete Hoekstra20,750
—
37,069
—
—
—
57,819
Jim Hollars20,750
—
37,069
—
—
—
57,819
John Mulder20,750
—
37,069
—
—
—
57,819
Richard Schaum33,250
—
37,069
—
—
—
70,319
Fred Sotok25,750
—
37,069
—
—
—
62,819
Jim Wallace39,500
—
37,069
—
—
—
76,569
(1)Any Director who is also an employee of the Company receives no compensation for services as a director. Directors who are not employees of the Company received a director's cash retainer in the amount of $80,000 per year ($20,000 per quarter). The Chair of the Board received an additional cash retainer of $100,000 (pro-rated based on date of appointment) and directors who chaired the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee each received an additional cash retainer fee in the amounts of $12,500, $10,000, and $10,000, respectively during 2022. In addition, each director who served as a member of the Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee each received an additional cash retainer in the amount of $7,500, $5,000, and $5,000, respectively in 2022.
(2)Immediately following each Annual Meeting, non-employee directors receive a grant of RS equal to $130,000 divided by the average closing price per share of the Company's common stock on the twenty (20) trading days preceding the date of grant of such RS and such RS will vest on the first anniversary of the grant. See the Company’s Annual Report on Form 10-K (Footnote 5) for the year ended December 31, 2022 for the assumptions made in the valuation of RS awards.
(3)All other compensation includes RS dividends. The Company also makes Company aircraft available to directors for personal use if such use does not conflict with any business purpose for the aircraft. The cost of the flight is calculated using the same method as is used for NEOs.

(1) Directors who are employees of the Company receive no compensation for services as a director. For 2015, directors who are not employees of the Company received a director's retainer in the amount of $12,000($3,000 per quarter) plus $1,750 for each meeting of the Board attended and $1,250 for each committee meeting attended. For 2015, directors who chaired the Compensation Committee and/or the Audit Committee each received an additional retainer fee in the amount of $5,000. In 2015, the Lead Independent Director received an additional annual retainer fee in the amount of $10,000 as well. Directors fees for 2016 have been adjusted as set forth in the "Compensation Discussion and Analysis" section of this Proxy Statement.

(2) Immediately following each Annual Meeting of Shareholders non-employee directors are entitled to receive an option to purchase 7,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's stock on NASDAQ on that date. Each option has a term of ten years and becomes exercisable in full six months after the date of grant. For each outstanding stock option award, the value shown is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (as opposed to what is included in the Company's financial statements). See the Company’s Annual Report (Footnote 5) for the years ended December 31, 2015, 2014, and 2013 for the assumptions made in the valuation of stock options.

(3) The Company also makes Company aircraft available to directors for personal use if such use does not conflict with any business purpose for the aircraft. The cost of the flight is calculated using the SIFL (Standard Industry Fare Level) rates published by the IRS in accordance with Treasury Regulation Section 1.61-21 (Taxation of fringe benefits).


The following table summarizes securities issued and to be issued under the Company’s equity compensation plans as of December 31, 2015:2022:
Executive Compensation Plan Information
Number of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation Plans approved by Shareholders4,997,617 27.36 24,785,478 
Equity Compensation Plans not approved by Shareholders— — — 
Total4,997,617 27.36 24,785,478 
Executive Compensation Plan Summary
Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation Plans approved by Shareholders19,595,639
12.61
19,595,639
Equity Compensation Plans not approved by Shareholders—
—
—
Total19,595,639
12.61
19,595,639



32

Compensation Committee Interlocks andCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Insider Participation


The Compensation Committee, which includes Messrs. Schaum (Chair), Goode, (Chairman), Schaum, and Walker (and included Mr. Wallace for a portion of 2022), is currently comprised solely of members of the Company’s Board of Directors who are independent under the applicable NASDAQ listing standards. The Compensation Committee is responsible for supervising the Company’s executive compensation arrangements, including the making of decisions with respect to the award of stock-based incentives for executive officers.incentives.


40

CERTAIN TRANSACTIONS


The Audit Committee of the Company reviews and approves all related party transactions in accordance with its Charter. The Code of Business Conduct and Ethics requires directors, officers, and employees to report these types of matters. In addition, the Company uses questionnaires for its directors and officers annually in part to discover any unreported related-party transactions. The approval of the Audit Committee is required for related-party transactions.


Since 1978, prior
PAY RATIO

Pursuant to the timeSEC’s guidance under Item 402(u) of Regulation S-K, we are required to disclose the Company becameannual total compensation for both our Chief Executive Officer and median employee and the ratio of those two amounts. In 2022, the CEO's annual total compensation was $4,508,367 as reflected in the "Summary Compensation Table." Our median employee's annual compensation for 2022 was $58,563. As a publicly held corporation,result, we estimate that the CompanyCEO's annual total compensation was approximately 77 times that of our median employee in 2022.

As permitted by SEC rules, we used the same median employee that was identified in the preparation of our CEO pay ratio disclosure in 2021, as we believe there has leasedbeen no change in our employee population or compensation arrangements that would result in a buildingsignificant change to our CEO pay ratio disclosure. To identify our median paid employee, we analyzed our employee population as of 12/31/2021. Our employee population was approximately 4,900 at that previously housed its main office, manufacturingtime. We identified our median paid employee based on gross annualized earnings for 2021, which included gross wages, bonus payments, stock compensation expense, and warehouse facilities, and currently houses production operationstaxable benefits. Compensation earned in currencies other than U.S. Dollars was translated into U.S. Dollars.

We determined the median paid employee's annual total compensation using the methodology for calculating total compensation for the Company’s fire protection products. Summary Compensation Table and compared that to the annual total compensation of our CEO, as disclosed in the Summary Compensation Table.

PAY VERSUS PERFORMANCE

Value of Initial Fixed $100 Investment Based on:
YearSummary Compensation PEO (1)Compensation Actually Paid to PEO
(2)		Average Summary Compensation Total to NEOs
(3)		Average Compensation Actually Paid to NEOs
(2)		Total Shareholder ReturnPeer Group Total Shareholder Return
(4)		Company Net Income
(in thousands)
(5)		Company Selected Measurement

Net Sales
(in thousands)
(5)
2022$4,508,367 $571,286 $1,514,556 $551,000 99.0 105.0 $318,757 $1,918,958 
2021$3,661,366 $3,978,785 $1,421,813 $1,523,590 124.0 142.0 $360,797 $1,731,170 
2020$3,537,446 $5,159,285 $1,314,773 $1,811,197 119.0 118.0 $347,564 $1,688,189 

(1)Amounts represent compensation reported in the Summary Compensation Table for our CEO, Steve Downing, for the respective years shown.
(2)Compensation Actually Paid ("CAP") amounts include total compensation per the Summary Compensation Table, adjusted as set forth in the table below, as determined in accordance with applicable SEC rules. For awards with dividend rights, these amounts are paid in Company shares once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation Committee and the Board in regards to the CEO's compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the Proxy Statements reporting pay for the fiscal years covered in the table above.
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202220212020
PEOAverage for Non-PEO NEOsPEOAverage for Non-PEO NEOsPEOAverage for Non-PEO NEOs
Summary Compensation Table Total Compensation ($)4,508,367 1,514,556 3,661,366 1,421,813 3,537,446 1,314,773 
Less: Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year ($)(2,865,225)(696,593)(2,132,006)(709,037)(1,843,293)(538,150)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)2,532,729 615,757 2,128,952 708,021 2,012,320 587,498 
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)(2,803,562)(665,677)298,465 91,118 1,375,085 404,409 
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)(434,402)(123,166)22,008 11,675 77,727 42,667 
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)(366,621)(93,877)— — — — 
Compensation Actually Paid ($)571,286 551,000 3,978,785 1,523,590 5,159,285 1,811,197 

(3)Non-PEO NEOs included in the Average Calculations for each year presented are: Neil Boehm, Kevin Nash, Matt Chiodo, and Scott Ryan.
(4)Peer Group Total Shareholder Return uses the Dow Jones Auto Index.
(5)Net Sales is selected as the most important performance measurement for the current year, which together with net income, are presented in the table.

The lessor for that building is G & C Associates, a general partnership,graphs below describe the relationship between pay and nearly all of the partnership interests in G & C Associates are heldperformance by persons related to Fred Bauer. The lease is a "net" lease, obligating the Company to pay all expenses for maintenance, taxes, and insurance, in addition to rent. During 2015, the rentcomparing compensation actually paid to this partnership was $52,153,our CEO, as well as average compensation actually paid to our other NEOs, to our cumulative TSR, peer group TSR, net income, and the rent for the current fiscal year is the same (as it has been for a number of years). The Board of Directors believes that the terms of this lease are at least as favorable to the Company as could have been obtained from unrelated parties.net sales.


The Company is highly selective, and hires new employees based upon merit. Employees may also be eligible for certain other benefits which are similarly available on no less favorable terms to other employees of the Company at the same level and pay rate. Family members of any employee are not discouraged from seeking employment.



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Listed below are the financial performance measures which, in our assessment, represent the other most important financial performance measures we use to link compensation actually paid to our NEOs, for 2022, to Company performance.

MeasureDescription
EBITDAEarnings before Interest, Taxes, Depreciation, and Amortization.
ROICReturn On Invested Capital
Operating IncomeGAAP Operating Income compared to target
Earnings Per Diluted ShareGAAP Earnings Per Diluted Share compared to target

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RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS – PRINCIPAL ACCOUNTING FEES AND SERVICES


The Audit Committee and Board of Directors have selected, and submitssubmit to shareholders for ratification, Ernst & Young LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2016.2023. The following fees were billed by Ernst & Young LLP, the Company’s independent auditors, for the services provided to the Company during the fiscal years ended December 31:

20222021
Audit Fees$597,500 $505,000 
Audit-Related35,000 40,000 
Tax Fees— — 
All Other— 133,851 
Total$632,500 $678,851 


20152014
Audit Fees$380,000
$342,700
Audit-Related—
—
Tax Fees8,000
15,200
All Other—
—
Total$388,000
$357,900


Audit fees include the annual audit of the Company’s consolidated financial statements, the audit of internal control over financial reporting, and timely quarterly reviews, foreign statutory audits andreviews. Audit-Related fees principally consist of consultations concerning accounting matters associated with the annual audit.audit, incremental consent filings, and other out-of-scope work. Tax fees principally consist of fees for tax advice. All Other fees principally consist of diligence services pertaining to potential acquisitions, including tax due diligence (but not tax services related to structuring). All non-audit services, including those indicated above, are pre-approved by the Audit Committee pursuant to the Revised Audit Committee Procedures for Approval of Audit and Non-auditNon-Audit Services by Independent Auditors, which is attached as Appendix A to this Proxy Statement. The Audit Committee considers the amount of fees for non-audit services in selecting and assessing the independence of the Company's auditors.


The Audit Committee periodically evaluates the Company's independent auditor. The quality of the staff of Ernst & Young LLP, historical and current performance, expertise in the Company's industries, reasonableness of fees, and independence are all factors that went into the Audit Committee's decision to select Ernst & Young LLP as the Company's independent auditors. The audit engagement partner for the Company rotates at least every five years and the Audit Committee is involved in the selection of a new audit engagement partner. Although ratification of the independent auditors by the Company’s shareholders is not legally required, ourthe Audit Committee and Board of Directors believesbelieve that submission of this matter to the shareholders follows sound business practice and is in the best interest of shareholders in the current environment. If the shareholders do not approve the selection of Ernst & Young LLP, the selection of such firm as our independent auditors will be reconsidered by the Audit Committee. Accordingly, you may vote on the following resolution at the 20152023 Annual Meeting of Shareholders:


RESOLVED, that Ernst & Young LLP be and hereby is ratified to serve as the independent auditors of the Company for the fiscal year ended December 31, 2016.2023.


RepresentativesA representative of Ernst & Young LLP areis expected to be present at the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they desire.


The Board of Directors unanimously recommends a vote FOR the ratification of Ernst & Young LLP to serve as the Company's independent auditors for fiscal year ended December 31, 2016.2023.




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ADVISORY VOTE ON EXECUTIVE COMPENSATION


As described in the detail under thein "Compensation Discussion and Analysis", the Company's compensation system is intendeddesigned to createbalance short-term performance with long-term growth. Our compensation system must be competitive with compensation arrangements provided to executives at comparably sized companies with whom we compete for talent. We look to: reward performance (with an increasing percentage of executive pay being performance based); emphasize long-term incentive compensation; drive ownership mentality; and maintain an entrepreneurial culture; motivate employeesattract, retain and reward the best talent to continue technical developments and improve customer satisfaction; and create and maintain teamwork. The Company’s base pay has, historically, been below market, in favor of incentive compensation. The Company believes that by emphasizing incentive compensation, the interests of our named executive officers (and all salaried employees) are aligned with the interests of our shareholders, while remaining appropriately structured so as not to encourage inappropriate risk taking.achieve desired results. Shareholders are encouraged to read the "Compensation Discussion and Analysis", the Company compensation tables, and the related narrative disclosure.    


In accordance with certain legislation, the Company is providing shareholders with an advisory (nonbinding) vote on compensation programs for named executive officers (sometimes referred to as "say-on-pay"). Accordingly, you may vote on the following resolution at the 20162023 Annual Meeting of Shareholders:


RESOLVED, that the compensation of the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including Compensation Discussion and Analysis, compensation tables, and narrative disclosure is hereby APPROVED.


This vote is non-binding. The Board of Directors and the Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of this advisory vote when considering future executive compensation decisions, to the extent they can determine the cause or causes of any significant negative voting results.

The Board of Directors unanimously recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed pursuant to Item 402 of Resolution S-K, including Compensation Discussion and Analysis, compensation tables, and narrative disclosure.





ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION

In addition to providing shareholders with the opportunity to cast an advisory vote on named executive officer compensation as set forth above, the Company is providing shareholders with an advisory vote on whether an advisory vote on named executive officer compensation should be held every one, two, or three years. The Board of Directors intends to carefully consider the shareholder vote on this proposal, but does not make any recommendation as there are advantages and disadvantages on more frequent or less frequent votes.

The Proxy Card provides shareholders with the opportunity to choose among four options (holding the vote every one, two, or three years, or abstaining)

Although this advisory vote on the frequency of the say-on-pay is nonbinding, the Board and the Compensation Committee will, as indicated, take into account the outcome of the vote when considering the frequency of future advisory votes on named executive officer compensation.

Accordingly, you may vote on the following resolution at the 2023 Annual Meeting of Shareholders:

RESOLVED, that the shareholders wish the Company to include an advisory vote
on the compensation of the Company's named executive officers every:
• year;
• two years; or
• three years.
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DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16 REPORTS
Based upon a review of Forms 3, 4, and 5 furnished to the Company during or with respect to the preceding fiscal year and written representations from certain reporting persons, the Company is not aware of any failure by any reporting person to make timely filings of those Forms as required by Section 16(a) of the Securities Exchange Act of 1934 except that each of the nonemployee directors (Messrs. Goode, Hoekstra, Hollars, Mulder, Schaum, Sotok, and Wallace) were one (1) day late with reporting on Form 4 an option for each to purchase 7,000 shares of the Company's common stock granted under the Company's shareholder approved Amended and Restated Nonemployee Director Stock Option Plan following the meeting of the Annual Meeting of Shareholders in 2015.1934.
SHAREHOLDER PROPOSALS

Any proposal of a shareholder intended to be presented at the 20172024 Annual Meeting must be in accordance with Rule 14a-8 of the Company mustSecurities Exchange Act of 1934 and be received by the Company at its headquarters, c/o Corporate Secretary’s Office, 600 North Centennial Street, Zeeland, Michigan 49464, no later than December 10, 2016,7, 2023, if the shareholder wishes the proposal to be included in the Company’s Proxy Statement relating to that meeting. In addition, the Company’s Bylaws contain certain notice and procedural requirements applicable to shareholder proposals, irrespective of whether the proposal is to be included in the Company’s Proxy materials. To be timely, such a shareholder's notice must be delivered, or mailed and received at, the Company's headquarters as set forth in the Company’s Bylaws. A copy of the Company’s Bylaws is filed with the Securities and Exchange Commission and can be obtained from the Public Reference Section of the Commission or the Company. To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, no later than March 19, 2024.


MISCELLANEOUS


The Company’s Annual Report to Shareholders, including financial statements, is being delivered to shareholders with this Proxy Statement and can be found online at http://ir.gentex.com.

Management is not aware of any matters to be presented for action at the Annual Meeting other than as set forth in this Proxy Statement. If other business should come before the meeting, it is the intention of the persons named as Proxy holders in the accompanying Proxy to vote the shares in accordance with their judgment. Discretionary authority to do so is included in the Proxy.


The cost of the solicitation of Proxies will be borne by the Company. In addition to the use of the mail and e-mail, Proxies may be solicited personally or by telephone or facsimile by a few regular employees of the Company without additional compensation. The Company has not retained any third party to help solicit proxies, but reserves the right to do so. In addition, the Company will reimburse brokers, nominees, custodians, and other fiduciaries for their expenses in connection with sending Proxy materials to registered and beneficial owners and obtaining their Proxies.

A copy of the Notice of 2016 Annual Meeting of Shareholders, the Form 10-K for 2015, the Annual Report, and this Proxy Statement are available, without charge, upon written request from the Corporate Secretary, 600 N. Centennial Street, Zeeland, Michigan 49464.


Shareholders are urged to promptly vote your shares either on the Internet (preferred method), via telephone, or by dating, signing, and returning the accompanying Proxy in the enclosed envelope.








BY ORDER OF THE BOARD OF DIRECTORS
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Scott Ryan
Corporate Secretary


April 4, 20166, 2023



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APPENDIX A




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Revised Audit Committee
Procedures for Approval of Audit and Non-Audit
Services by Independent Auditors






The following procedure is adopted by the Audit Committee relating to the approval of audit and non-audit services provided by the Company’s independent auditors.

1.The Committee has reviewed and approved work to be performed by the independent auditors in the areas of tax, audit and advisory services and subcategories within each category as designated on the attached schedule.

2.Any additional audit and non-audit work performed by the independent auditors that is not included on the attached schedule must be specifically pre-approved as follows:

a.If the proposed independent auditors’ engagement is equal to or less than $50,000, the Chairman of the Audit Committee must pre-approve the work and will communicate his approval to the full Audit Committee at the next regularly scheduled meeting of the Audit Committee.

b.If the proposed independent auditors’ engagement is greater than $50,000, the full Audit Committee must pre-approve the work.

3.The independent auditors may not conduct any work that is prohibited by applicable SEC rules or regulations.



1.The Committee has reviewed and approved work to be performed by the independent auditors in the areas of tax, audit and advisory services and subcategories within each category as designated on the attached schedule.


Effective February 20, 20142.Any additional audit and non-audit work performed by the independent auditors that is not included on the attached schedule must be specifically pre-approved as follows:



a.If the proposed independent auditors’ engagement is equal to or less than $50,000, the Chairman of the Audit Committee must pre-approve the work and will communicate his approval to the full Audit Committee at the next regularly scheduled meeting of the Audit Committee.

b.If the proposed independent auditors’ engagement is greater than $50,000, the full Audit Committee must pre-approve the work.

3.The independent auditors may not conduct any work that is prohibited by applicable SEC rules or regulations.





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