aaon-20250402

Notice of 2025 Annual Meeting of Stockholders

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of AAON, Inc., a Nevada corporation (the

“Company”), will be held on Tuesday, May 13, 2025 at 10:00 A.M. (Local Time), at 203 Gum Springs Road, Longview, Texas 75602,

for the following purposes, as more fully described in the accompanying proxy statement (“Proxy Statement”):

1.To elect two Class I Directors for terms ending in 2028;

2.To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for 2025;

3.To approve (on a non-binding, advisory basis) the compensation of our named executive officers; and

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER

MEETING TO BE HELD ON May 13, 2025.

We have elected to take advantage of the Securities and Exchange Commission’s rules that allow us to furnish our proxy materials to

our stockholders over the Internet. We believe electronic delivery will expedite the receipt of materials and, by printing and mailing a

smaller volume, will reduce the environmental impact of our annual meeting materials and help lower our costs. A Notice of Internet

Availability of Proxy Materials (the “Notice of Internet Availability”) is being mailed concurrently to our stockholders. The Notice of

Internet Availability contains instructions on how to access the Notice of Annual Meeting, Proxy Statement and Annual Report to

Stockholders online. You will not receive a printed copy of these materials unless you specifically request one. The Notice of Internet

Availability contains instructions on how to receive a paper copy of the proxy materials. It is important that your shares be

represented and voted at the meeting.

You may vote your shares in person at the meeting, by Internet, by telephone or by completing, signing, dating and returning a proxy

card which will be mailed to you if you request delivery of a full set of proxy materials.

Our Proxy Statement and Annual Report on Form 10-K, are available at www.proxyvote.com

By Order of the Board of Directors

Luke A. Bomer

Secretary

Tulsa, Oklahoma

April 2, 2025

SUMMARY PROXY INFORMATION

Summary Proxy Information

This statement is furnished in connection with the solicitation by the Board of Directors of AAON, Inc., for proxies to be used at our

Annual Meeting to be held on May 13, 2025, at the time and place set forth in the Notice of Annual Meeting accompanying this Proxy

Statement. Unless the context otherwise requires, references herein to “AAON”, “we”, “us”, “our” or “ours” refers to AAON, Inc., a

Nevada corporation.

Pursuant to provisions of our Bylaws (the "Bylaws") and action of our Board of Directors, the close of business on March 14, 2025,

has been established as the time and record date for determining the stockholders entitled to notice of and to vote at this Annual

Meeting. The stock transfer books will not be closed.

Stockholders of record on the record date are entitled to cast their votes at the Annual Meeting in person or by internet, telephone or

properly executed proxy. The presence, by any of these means, of at least a majority of the Common Stock outstanding on the record

date is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted as shares present in

determining whether the quorum requirement is satisfied. If a quorum is not present at the time the Annual Meeting is convened, we

may adjourn or postpone the meeting.

Proxy Statement Summary

Determination of whether a proposal specified in the Notice

of Annual Meeting has been approved will be determined,

assuming a quorum is present either in person or by proxy,

as follows:

Proposal No. 1.

A nominee for director will be elected if a majority of the votes

cast are in favor of such nominee’s election. Accordingly,

abstentions and broker non-votes will have no effect on the

outcome of the vote on the director nominees.

Proposal No. 2.

The proposal to ratify Grant Thornton LLP as our independent

registered public accounting firm for the year ending

December 31, 2025, will require the affirmative vote of a

majority of the votes cast on the proposal. Accordingly,

abstentions will have no effect on the outcome of the vote on

this proposal. Brokers have discretionary authority and may

vote on the proposal without having instructions from the

beneficial owners or persons entitled to vote thereon.

Proposal No. 3.

The proposal to approve, on an advisory basis, the

compensation of our named executive officers will require the

affirmative vote of a majority of the votes cast on the proposal.

Accordingly, abstentions and broker non-votes will have no

effect on the outcome of the vote on this proposal.

YOU MAY VOTE IN SEVERAL DIFFERENT WAYS:

In Person at the Annual Meeting

You may vote in person at the Annual Meeting. You may

also be represented by another person at the meeting by

executing a proxy properly designating that person. If you are

the beneficial owner of shares held in “street name,” you must

obtain a legal proxy from your broker, bank or other holder of

record and present it to the inspectors of election with your

ballot to be able to vote at the meeting.

By Telephone

You may vote by calling the toll-free telephone number

indicated on the voting instructions you will receive.

Easy-to-follow voice prompts allow you to vote your

shares and confirm that your voting instructions have been

properly recorded.

By Internet

You may vote by going to the Internet website indicated

on the voting instructions you will receive. Confirmation that

your voting instructions have been properly recorded will

be provided.

By Mail

You may vote by completing, signing, dating and returning a

proxy card which will be mailed to you if you request delivery

of a full set of proxy materials. A postage-paid envelope will

be provided along with the proxy card.

Telephone and Internet voting for stockholders of record will

be available until 11:59 p.m. Central time on May 12, 2025. A

SUMMARY PROXY INFORMATION

mailed proxy card must be received by May 12, 2025, in order

to be voted at the Annual Meeting. The availability of

telephone and Internet voting for beneficial owners of other

shares held in “street name” will depend on your broker, bank

or other holder of record and we recommend that you follow

the voting instructions on the Notice of Internet Availability that

you receive from them.

If you are mailed a set of proxy materials and a proxy card or

voting instruction card and you choose to vote by telephone or

by Internet, you do not have to return your proxy card or

voting instruction card. However, even if you plan to attend

the Annual Meeting, we recommend that you vote your shares

in advance so that your vote will be counted if you later decide

not to attend the meeting.

Proxies received in advance of the meeting may be revoked

at any time prior to the voting thereof, either by giving notice

to the Secretary of AAON or by personal attendance at the

meeting.

We have adopted a procedure approved by the SEC called

“householding” pursuant to which stockholders of record who

have the same address and last name and who request a

written copy of our Annual Report and Proxy Statement will

receive only one copy of such materials unless one or more of

these stockholders notify us that they wish to receive

individual copies. Stockholders who participate in

householding will continue to receive separate proxy cards.

We will pay the costs of the solicitation of proxies. We may

reimburse brokerage firms and other persons for expenses

incurred in forwarding the proxy materials to their customers

who are beneficial owners and obtaining their voting

instructions. Stockholders electing to vote over the Internet

should understand that there may be costs associated with

electronic access (such as charges from their Internet access

provider) and that these costs must be borne by the

stockholder.

Stockholders currently receiving multiple copies of our Annual

Report and Proxy Statement at their household can request

householding by contacting our transfer agent at

1-800-736-3001 or writing to Computershare, PO Box 43006,

Providence, RI 02940-3006. Stockholders now participating

in householding who wish to receive a separate document in

the future may do so in the same manner. Those owning

shares through a bank, broker or other nominee may request

householding by contacting the nominee.

This Proxy Statement, the Notice of Annual Meeting and

accompanying proxy card, as well as our 2024 Annual Report

(which includes our Annual Report on Form 10-K for the year

ended December 31, 2024), can also be found at our website

(www.aaon.com). Copies of exhibits omitted from the Annual

Report on Form 10-K are available without charge upon

written request to Investor Relations, 2425 S. Yukon Avenue,

Tulsa, Oklahoma 74107, or may also be obtained at the

Securities and Exchange Commission’s website at

www.sec.gov.

We recognize the importance our stockholders place on the

Annual Meeting and also appreciate the opportunity it affords

for them to engage with senior management. We also

understand that it provides a convenient forum for our

stockholders to acquire first-hand exposure to, and ask

questions of our management. In an attempt to preserve the

benefits of the traditional meeting format, while also

recognizing not all stockholders can attend in person, we

suggest that our stockholders not able to attend in person

consider availing themselves of the following opportunities:

Questions for Management

Stockholders are encouraged to submit questions for

management without having to attend the Annual Meeting in

person. To do so, questions may be submitted to

annualmeeting@aaon.com. Appropriate questions will be

presented for management to respond at the Annual Meeting.

We retain discretion to reject questions that are improper,

irrelevant, substantially similar to questions submitted by other

stockholders or are otherwise derogatory or not in good taste.

Recording of Management Presentation and Q&A

Session.

We plan to record the management presentation and question

and answer portions of the Annual Meeting and make these

recordings available on our website (www.aaon.com) promptly

following the Annual Meeting.

SUMMARY PROXY INFORMATION

Director Nominees

Our Board of Directors is currently comprised of eight members. Our Bylaws divide the Board of Directors into three classes having

staggered terms of three years each, with Classes I, II and III having terms expiring at the Annual Meeting of Stockholders in 2025,

2026 and 2027, respectively. On the recommendation of our Governance Committee, the Board of Directors has nominated A.H.

McElroy II and Bruce Ware, current members of the Class I Directors, whose terms expire at the 2025 Annual Meeting, for re-election

to the Board. The persons named in the proxy will vote for the election of each of Mr. McElroy and Mr. Ware. Each of the above-

named nominees has consented to be named in this Proxy Statement and to serve if elected.

If any nominee becomes unavailable for any reason, the shares represented by the proxies will be voted for such other person, if any,

as may be designated by the Board of Directors. However, the Board has no reason to believe that any nominee will be unavailable.

After the Annual Meeting, assuming the stockholders elect the three nominees of the Board of Directors as set forth above, the Board

of Directors of the Company will be:


Director	Age	Start	Expires	Occupation	Independent
Norman H. Asbjornson	89	1988	2027	Retired, Chief Executive Officer and Executive Chairman of AAON	No
Gary D. Fields	65	2015	2027	Chief Executive Officer, AAON	No
Angela E. Kouplen	51	2016	2027	Senior Vice President and Chief Human Resources Officer, ONE Gas, Inc.	Yes
Caron A. Lawhorn	64	2019	2026	Retired, Senior Vice President and Chief Financial Officer, ONE Gas, Inc.	Yes
Stephen O. LeClair	56	2017	2026	Chairman and Chief Executive Officer, Core & Main, Inc.	Yes
A.H. McElroy II	62	2007	2025	President and Chief Executive Officer, McElroy Manufacturing, Inc.	Yes
David R. Stewart	69	2021	2026	Chief Administrative Officer and Trustee of the Oklahoma Ordnance Works Authority	Yes
Bruce Ware	49	2021	2025	Retired, Corporate Vice President, DaVita Inc.	Yes

25%

Average Director

Age

Female

Representation

Average Director Tenure

(yrs)

SUMMARY PROXY INFORMATION

Business Highlights

Founded in 1988, AAON is a leader in HVAC solutions for commercial and industrial indoor environments. The company’s industry-

leading approach to designing and manufacturing highly configurable equipment to meet exact needs creates a premier ownership

experience with greater efficiency, performance and long-term value. AAON is headquartered in Tulsa, Oklahoma, where its world-

class innovation center and testing capabilities enable continuous advancement toward a cleaner and more sustainable future.

+70.0%

143.2%

$100.0 M

Increase in

Backlog

TSR for the

past 3 years

In Share

Repurchases

During 2024, our executive officers led our efforts to increase sales, executed our internal capital expenditure programs and

positioned the Company to capitalize on anticipated growth. Some of the key accomplishments during 2024 include:

Financial Performance

The Company ended the year with a backlog of $867.1 million, up 70.0% compared to December 31, 2023. The increase is the result

of the increased demand in the data center market. In the fourth quarter of 2024, the Company received over $200.0 million in orders

for the BASX branded data center liquid cooling solutions. The overwhelming demand for BASX branded products also helped drive

net sales growth of 2.7% to $1,200.6 million for the year ended December 31, 2024.

Expansion and Growth

We had record capital expenditures for the year ended December 31, 2004 of $195.7 million. These investments funded our

expansions across multiple facilities. We added 237,500 square feet to our Longview, Texas facility primarily for the production of

BASX branded data center products. We also completed the addition of a new Weld Shop in Redmond, Oregon that created more

capacity in our manufacturing building. In Parkville, Missouri, we built an SMT production line to produce our own control boards. We

have also made investments to purchase and develop software for internal use in anticipation of future Company growth. In

December 2024, the Company purchased a new 787,000-square-foot facility in Memphis, Tennessee, which will accommodate

incremental demand for both BASX and AAON products over the next several years, at the same time providing more geographic

diversification across our manufacturing footprint. The purchase price for the facility was approximately $63.4 million.

Total Shareholder Return (TSR)

The market price of our common stock was $117.68 per share on December 31, 2024, an increase of approximately 59.3% from the

closing price of $73.87 on December 29, 2023. We generated TSR of approximately 143.2% from January 1, 2022, through

December 31, 2024. This return exceeded the returns over the same period of 38 of 48 companies in the S&P 600 Capital Goods

Index.

Dividends and Stockholder Returns

We are committed to returning value to our stockholders. We make quarterly dividend payments with increases as needed. We want

to reward long-term stockholders through share buybacks. When we have excess cash, we work to repurchase shares and decrease

our share count. In 2024, we completed the repurchase of 1.4 million shares in the open market for $100.0 million at an average

price of $73.90.

SUMMARY PROXY INFORMATION

Compensation Highlights

Compensation Philosophy

Our Compensation Committee determines executive compensation based on a comprehensive review of quantitative and qualitative

factors designed to reward the accomplishment of long-term sustainable business goals. Our executive compensation program is

designed to attract, engage, motivate, reward and retain highly effective key executives who drive our success and are industry

leaders. Our pay-for-performance programs align our executive officers’ long-term interests with those of our stockholders. Additional

information can be found in the Compensation Discussion and Analysis beginning on page 30.

Program Design

The Compensation Committee references market data when determining all compensation elements and targets the median level of

total compensation. Our compensation program provides a competitive total compensation opportunity by establishing a pay mix that

balances short- and long-term performance specifically involving significant equity-based (at-risk) compensation. A significant portion

of total compensation is linked to performance, which we believe creates long-term stockholder value and discourages unnecessary

or excessive risk taking. Our performance-based annual incentive bonus program provides cash awards based on achievement of

the Company’s annual financial and operational goals, as well as individual performance of each Named Executive Officer ("NEO").

We encourage alignment of our NEOs’ interests with those of our stockholders through long-term incentive awards, which are

comprised of approximately 50.0% Performance Stock Units ("PSU"), 25.0% Options and 25.0% Restricted Stock Awards ("RSA").

Our NEOs receive limited perquisites and no other personal benefits. Perquisites are limited to executive physicals for our NEOs,

which aligns with our wellness initiatives and assist in mitigating risk. We have market-competitive stock ownership policies for our

NEOs and our non-management directors, which provides them with a significant stake in our long-term success and aligns their

interests with stockholder interests.

Say-On-Pay

Our say-on-pay vote in 2024 was 96.8% in agreement with the compensation paid to our NEOs. While we aim to continuously

improve our pay practices, we are pleased with the positive feedback from our stockholders and their strong historical endorsement

of our executive compensation program, which is reflected in the average of 95.2% favorable votes over the past three years. In

reviewing our compensation program during 2024, our Compensation Committee determined to continue applying the same

principles as have been historically applied in determining the nature and amount of our executive compensation.

CORPORATE RESPONSIBILITY

Corporate Responsibility

Our Company is widely recognized as a leader in the design, manufacture, and sale of energy-efficient Heating, Ventilation and Air

Conditioning ("HVAC") products. Our product offerings include some of the most energy-efficient products in our industry. We have a

proud history of challenging conventional wisdom and forging our own path through a never-ending commitment to innovation and

continuous improvement of our products and manufacturing methodologies. These underlying principles guide our commitment to

environmental stewardship, sustainability and social responsibility. We endeavor to utilize Company resources in a manner that

creates long-term value for our stockholders while minimizing our impact on natural resources and the environment.

We established a Sustainability Steering Committee led by Stephanie Regan, our Director of Corporate Citizenship, which includes

representatives from most functional areas, including other members of our senior management team. The primary purpose of the

Sustainability Steering Committee is to improve sustainability reporting and increase engagement in overall sustainability actions.

The Committee regularly provides education opportunities, communications and recommendations to senior management and the

Board. In 2024, we continued work toward the following goals:

1.Reduce greenhouse gas emissions by 10% by 2025 from a 2020 baseline

2.Increase paint materials recycling rate by 10% by 2025 from a 2020 baseline

3.80% of total equipment sales will be non-fossil fuel-consuming products by 2030

Environmental Performance

At AAON, it is our priority to do business in a socially responsible and ethical manner as we continuously improve our environmental

stewardship. We are committed to reducing our greenhouse gas emissions ("GHG") through operational efficiencies and project

investments within our locations and surrounding communities that reduce carbon emissions. We understand that climate change is

one of the most significant challenges facing humanity across the globe, affecting every aspect of our lives, and AAON aims to be

part of the solution. This is not only necessary for the well-being of future generations but also drives innovation and creates

opportunities for job creation and economic growth.

Our approach to overall environmental long-term sustainability efforts includes the following:


Operational Efficiency and Investments	Research and Development Lead to Industry Innovation	Identifying Risks to Business and Industry	Industry Collaboration and Leadership	Commitment to Sustaining Communities and Natural Resources
AAON recognizes that investments in its facilities, employees, and governance in a clean, safe, and environmentally conscious manner are critical to long-term sustainability.	Our research and development leads the charge in energy efficient innovations to meet increasing decarbonization demands and to help AAON customers meet their sustainability goals.	AAON proactively works with internal and external stakeholders to identify and address risks that could affect our business and industry. This includes disclosing Sustainability performance and practices with third- parties.	AAON emphasizes the importance of shared knowledge, resources, and solutions to industry towards best- practices and collective action from all stakeholders to positively impact the environment.	AAON commits to protecting natural ecosystems through partnerships and investments in sustainability projects surrounding its local locations and worldwide.

CORPORATE RESPONSIBILITY

As AAON grows at a rapid pace, managing and improving our

overall manufacturing operations for long-term sustainability is

critical to our core business. For AAON and the HVAC

industry, the most impactful factor on people and society is

the HVAC equipment we manufacture. Commercial buildings

comprise 16% of the total carbon emissions in the U.S., and

approximately 40% of those emissions are related to building

HVAC systems.

AAON’s 2024 Sustainability report focuses on material topics

with reference to the Global Reporting Initiative ("GRI")

Standards, the Sustainability Accounting Standards Board

("SASB") standards, the UN Global Company, the Task Force

on Climate-Related Financial Disclosures and the United

Nations Sustainable Development Goals ("SDG") frameworks.

AAON conducts internal audits reviewing the supporting

documentation for the data and verifying the evidence. The

Company regularly evaluates and aligns its strategy and

reports against the highest number of corporate responsibility

topics for our business and stakeholders. This drives how we

engage internally and externally, invest resources, and adapt

our strategy on environmental, social, economic, and

governance topics.

We are a proud participant in The Sustainability Alliance

Scor3card sustainability verification program and continuously

work to improve our environmental and social impact. AAON

works to not only maintain its Platinum-level Scor3Card rating,

but by participating in the program, we continue our

commitment to measure and improve performances. The

Company received a Platinum score in 2024, 2023, 2022,

2021 and 2020, Gold in 2019, and Bronze in 2018. A

Scor3card Platinum level requires completing more than 85%

of eligible directives in the categories of: Communication,

Community, Resilience, Energy, Healthy Work Environment,

Material Management, Transportation, Water, Diversity and

Inclusion Other honors AAON has received include:

•Named by Newsweek Magazine in the top 300 U.S.

companies based on environmental sustainability

through greenhouse gas emissions, water usage,

water generation, waste generation, and

sustainability data disclosure and commitments.

(Partnership with Plant-A and GIST Impact)

•Named by USA Today as one of America's Climate

Leaders for 2024, recognizing companies that cut

their carbon footprint in recent years.

We are committed to environmental responsibility and

continue to make progress toward reducing GHG emissions,

increasing paint material recycling from our facilities and

increasing the percentage of non-fossil fuel powered units we

produce. Our approach toward emissions reduction and

climate change includes product solutions for our customers

and improvements to our own facilities. Approximately 36.0%

of our energy portfolio is currently derived from renewable

sources, and the Company’s Scope 1 and 2 emissions

(emissions that occur from sources that are controlled or

owned by an organization and emissions associated with the

purchase of electricity, steam, heat, or cooling) are being

tracked. We have opted into an additional renewable energy

at our Tulsa, Oklahoma and Redmond, Oregon facilities in

2024, continued to invest and partner on projects that reduce

GHG emissions globally and transitioned to the lower global

warming potential R-454B refrigerant.

Our Products

We continue to develop and manufacture non-fossil fuel

consuming units to provide the most sustainable commercial

HVAC equipment in the market and announced the zero-

degree cold air-source heat pump in 2022 as a critical solution

that meets the increasing demand for building

decarbonization in cold climates. Our AAON Alpha Class

product line is leading the charge towards sustainable HVAC

solutions, with more efficient technology that propels the

decarbonization movement forward. AAON Alpha Class air-

source heat pumps, available in capacities ranging from two

to seventy tons, offer exceptional versatility and industry-

leading features to meet the growing environmental and

regulatory needs. The Company’s premier HVAC solution is

highly configurable and optimized for diverse environments. It

features variable speed compressor technology, all-electric or

dual-fuel options, Dedicated Outdoor Air System ("DOAS")

capability, energy recovery, and low global warming potential

refrigerant. The AAON Alpha Class is engineered for higher

efficiency and lower emissions, utilizing the same double-wall

rigid polyurethane foam-injected panel construction that

AAON is known for, which helps retain useful heating and

cooling energy within the building. With its first-of-its-kind

omni-climate performance, the AAON Alpha Class offers the

innovation that our future demands.

Our Facilities

At our Tulsa, Oklahoma location, we have the Exploration

Center and Norman Asbjornson Innovation Center ("NAIC").

The Exploration Center opened in 2023 and is a 28,000-

square-foot facility located adjacent to the NAIC. The

Exploration Center is a Net-zero facility using advanced

building systems, including photovoltaic (solar) electricity

generation, geothermal fields and AAON high-efficiency heat

pumps, while providing a world-class experience for

stakeholders. AAON achieved a milestone achievement in its

sustainability journey by activating 432 solar panels on the

roof of the Exploration Center and NAIC. These panels

generate about 240 kW of solar energy, contributing to being

CORPORATE RESPONSIBILITY

one of the most sustainable, energy-efficient buildings in

Tulsa. As part of its design, the infrastructure can support up

to 800+ kW of solar generation, one of the largest in

Oklahoma.

In the area of energy efficiency and conservation, our Tulsa,

Oklahoma and Longview, Texas facilities have transitioned to

over 98.0% LED lighting in our facilities leading to

considerable cost savings and reduced energy consumption.

Our Redmond, Oregon facilities are installing LED lights into

any new fixtures in their current facility and working towards

retrofitting old fixtures to LED. We participate in an energy

demand response program through the public utility provider

to reduce demand during peak hours. Energy efficiency has

been a priority not only in product development, but also in

overall capital investments which include the acquisition of

new, energy-efficient equipment for the production floor, new

high-speed overhead facility doors, the installation of new

HVAC equipment, building control systems, the application of

heat and light reflective material to production facilities, along

with other behavioral-based energy efficiency changes. We

are tracking our energy usage intensity before and after these

updates.

In the area of material management, we focus on recycling,

reducing, reusing and sourcing more environmentally friendly

materials into our processes. At our Tulsa, Oklahoma and

Longview, Texas facilities, we recycled over 15,715 tons and

13,678 tons of metal in 2024 and 2023, respectively. Also,

through our partnership with a waste-to-energy facility, we

successfully diverted over 3,020 tons and 694 tons of waste

from landfills in 2024 and 2023, respectively. The Company

has identified paint recycling partners at both the Tulsa,

Oklahoma and Longview, Texas facilities. We also recycle

paper, wood, and cardboard where available. We continue to

innovate ways to reduce and reuse shipping packaging

between facilities and identify new opportunities to reduce or

reuse items in our production and administrative areas.

Community Investment

We strive to add value and support to the communities in which our employees live and work, through financial contributions,

employee volunteerism and donations. AAON is dedicated to corporate social responsibility to create a meaningful impact centered

around the communities in which we operate. We recognize that our success is interwoven with the vitality of communities as we

apply our assets, resources, and capabilities to contribute to their resiliency and prosperity. Our community priorities are workforce

readiness, strong families and communities and environmental stewardship.

We strengthen the communities in which we operate in the following ways:

•AAON has a Matching Gifts Program to further support team members' donations to nonprofits of their choice.

•As part of our AAON Serves program, employees receive 24 paid volunteer hours.

•AAON actively supports education and workforce readiness programs. Our locations hosted and engaged more than 500

students and educators during events including internships, educational presentations and facility tours, Manufacturing

Month events and community programs.

•AAON recognizes the importance of STEM ("Science, Technology, Engineering and Mathematics") education within our

industry. AAON hosts an annual STEM education camp for children of employees at our Tulsa headquarters. AAON team

members are actively involved and participate in numerous STEM-related community events across all locations.

•AAON has a nonprofit board placement program to connect team members to serve area nonprofits at each location.

In 2024, we contributed approximately $1.7 million to nonprofit organizations and our employees volunteered more than 5,600 hours

in our communities.

CORPORATE RESPONSIBILITY

Human Capital Management

We endeavor to attract, employ and retain a well-rounded, diverse team of individuals. Additionally, we place priorities on developing

and maintaining an inclusive and safe workplace and strive to emphasize and support opportunities for our team members to engage

in professional and personal development.

AAON created a Learning and Development department in 2024 to continue to cultivate a culture of continuous improvement and

innovation. This team facilitates technical and leadership training within the organization. We are committed to creating an inclusive

environment with defined career pathways beginning with our entry level careers and extending to our leadership roles. Developing

our current and future leaders is critical to building and leading high-performing teams that promote AAON's values and culture.

AAON is committed to listening to the needs of our workforce and taking steps toward improved communication and culture across all

locations. We perform annual engagement surveys to measure team member engagement year over year in order to improve

employee experiences and engagement levels. In 2024, we had a 56% response rate to our employee engagement survey.

Benchmarking and tracking our progress helps us foster a culture committed to continuous improvement and enhancement of our

culture, environment and overall employee experience. This serves as an effective way in which our leadership can receive and

provide insight into leadership development and training initiatives. In addition, our engagement survey builds trust and transparency

and addresses the overall well-being including the mental and physical well-being of our team members. Our focus is to increase

engagement, improve satisfaction, and retention and create a positive and productive work environment.

Together we must cultivate a place where people are heard and feel valued to continue our great success and achieve more history-

making milestones.

Inclusion and Diversity

An inclusive workplace is integral to our business strategy and critical to our continued success. We commit to hiring, retaining, and

promoting a diverse workforce while advancing a culture of inclusion. We uphold our core values by recognizing and respecting each

team member for their ideas, identities, experiences, and talents. All of this drives AAON’s innovation, productivity, and team member

engagement.

29.36%

66.0%

34.0%

66.0%

70.3%

0.2%

29.3%

0.2%

CORPORATE RESPONSIBILITY

AAON team members are encouraged to engage in professional and personal development with our Employee Resource Groups

("ERGs"), advanced courses, and mentorship. ERGs are voluntary and open to all employees. Our ERGs and their mission are as

follows:

AAON V.E.T.S. and AAON Warriors

The mission of AAON V.E.T.S. and AAON Warriors is to unify the core values, beliefs, and

understanding of active, reserve, National Guard, veterans, and military family members with

our AAON business culture.

AAON Wellness

We are committed to providing comprehensive wellness programs and resources to enhance

our health, happiness, and productivity, fostering a brighter, healthier future for all. Our vision at

AAON is to create a workplace where every employee prioritizes their well-being, leading to

personal and professional growth. We aim to set industry standards for fostering physical,

mental, financial, and emotional wellness while contributing to our company's long-term

success and positively impacting our team members.

Women’s Alliance Resource Program

Women's Alliance Resource Program strives to promote a supportive, encouraging, and

inclusive environment to provide professional and personal development opportunities. The

group aims to promote the advancement of women in the workplace, connect to overall

company strategy, and provide mentorship opportunities.

Go Green

AAON’s “Go Green” team promotes environmental awareness within our facilities and

surrounding communities while actively participating in preserving the earth’s natural

resources in a sustainable and eco-friendly manner. The three P’s (people, profit, and planet)

are considered as projects develop.

GOVERNANCE OF THE COMPANY

Governance of the Company

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer and

principal accounting officer or persons performing similar functions, as well as our other employees and directors. Our Code of

Business Conduct and Ethics can be found on our website at www.aaon.com and is also available from our corporate secretary upon

request.

Director Independence

The Board has adopted director independence standards that

meet and/or exceed listing standards set by NASDAQ.

NASDAQ has set forth six applicable tests and requires that a

director who fails any of the tests be deemed not independent.

The Board has affirmatively determined that Ms. Kouplen, Ms.

Lawhorn and Messrs. LeClair, McElroy, Stewart and Ware are

independent under the Company's guidelines and

independence standards of NASDAQ and the SEC. Messrs.

Asbjornson and Fields do not qualify as independent under the

standards set forth below.

Our director independence standards are as follows:

It is the policy of the Board that a majority of the members of

the Board consist of directors independent of AAON and our

management. For a director to be deemed “independent,” the

Board must affirmatively determine that (apart from his or her

status as a director) the director has no material relationship

with AAON or its affiliates or any member of the senior

management of AAON or his or her affiliates. In making this

determination, the Board applies, at a minimum and in addition

to any other standards for independence established under

applicable statutes and regulations as outlined by the NASDAQ

listing standards, the following standards, which it may amend

or supplement from time to time:

A director who is, or has been within the last three years, one

of our employees, or whose immediate family member is, or

has been within the last three years a Named Executive

Officer, cannot be deemed independent. Employment as an

interim Chair or Chief Executive Officer will not disqualify a

director from being considered independent following that

employment.

A director who has received, or who has an immediate family

member who has received, during any twelve-month period

within the last three years, more than $120,000 in direct

compensation from us, other than director and committee fees

and benefits under a tax-qualified retirement plan, or non-

discretionary compensation for prior service (provided such

compensation is not contingent in any way on continued

service), cannot be deemed independent. Compensation

received by a director for former service as an interim Chair or

Chief Executive Officer and compensation received by an

immediate family member for service as a non-executive

employee will not be considered in determining independence

under this test.

A director who (A) is, or whose immediate family member is,

a current partner of a firm that is our external auditor; (B) is a

current employee of such a firm; or (C) was, or whose

immediate family member was, within the last three years (but

is no longer) a partner or employee of such a firm and

personally worked on our audit within that time cannot be

deemed independent.

A director who is, or whose immediate family member is, or

has been within the last three years, employed as an executive

officer of another company where any of our present Named

Executive Officers at the time serves or has served on that

company’s compensation committee cannot be deemed

independent.

A director who is a current employee or general partner, or

whose immediate family member is a current executive officer

or general partner, of an entity that has made payments to, or

received payments from us for property or services in an

amount which, in any of the last three fiscal years, exceeds the

greater of $200,000 or 5% of such other entity’s consolidated

gross revenues, other than payments arising solely from

investments in AAON’s securities or payments under non-

discretionary charitable contribution matching programs,

cannot be deemed independent.

For purposes of the independence standards set forth

above, the terms:

“Affiliate” means any consolidated subsidiary of AAON and

any other company or entity that controls, is controlled by or is

under common control with AAON;

“Executive officer” means an “officer” within the meaning of

Rule 16a-1(f) under the Exchange Act, as amended; and

GOVERNANCE OF THE COMPANY

“Immediate family” means spouse, parents, children, siblings,

mothers- and fathers-in-law, sons- and daughters-in-law,

brothers- and sisters-in-law and anyone (other than

employees) sharing a person’s home, but excluding any

person who is no longer an immediate family member as a

result of legal separation or divorce, death or incapacitation.

In addition to the director independence standards set forth

above, the Board also requires the Chairs and all other

committee members to satisfy the heightened independence

standards set forth under applicable NASDAQ and SEC rules

for committee memberships. In connection with its assessment

of the independence of the directors, as set forth above, the

Board also determined that our Audit Committee Chair and all

other Audit Committee members meet the additional

independence standards of NASDAQ and the SEC applicable

to members of the Audit Committee.

The Board undertakes an annual review of the independence

of all non-employee directors. In advance of the meeting at

which this review occurs, each non-employee director is asked

to provide the Board with full information regarding the

director’s business and other relationships with us and our

affiliates and with senior management and their affiliates to

enable the Board to evaluate the director’s independence.

Directors have an affirmative obligation to inform the Board of

any material changes in their circumstances or relationships

that may impact their designation by the Board as

“independent”. This obligation includes all business

relationships between, on the one hand, directors or members

of their immediate family, and, on the other hand, AAON and

our affiliates or members of senior management and their

affiliates, whether or not such business relationships are

subject to any other approval requirements by us.

Policy Against Hedging or Pledging Stock

Our Insider Trading Policy prohibits our directors, officers and other employees, and their designees, from engaging in short sales or

from hedging transactions of any nature that are designed to hedge or offset a decrease in market value of such person’s ownership

of the Company's equity securities. Our Insider Trading Policy also prohibits our directors, officers and other employees, and their

designees, from purchasing financial instruments or engaging in other problematic transactions involving the Company’s equity

securities, including, puts, calls, collars, forward contracts or other derivative securities concerning the Company's equity securities.

We prohibit such conduct since purchasing such financial instruments or engaging in such transactions would result in the individual

no longer being exposed to the full risks of ownership of the Company’s equity securities, which may weaken the alignment of such

individual with the objectives of the Company’s stockholders. Additionally, our directors, officers and other employees may not pledge

or hold their Company equity securities in a margin account.

Board Leadership Structure

During 2024, our Board was led by A.H. "Chip" McElroy II, who was both the Independent Chair of the Board and Chair of the

Governance Committee and Caron A. Lawhorn, who was both our Independent Vice-Chair of the Board and Chair of the Audit

Committee. In addition, our Compensation Committee is also led by an independent director, Angela E. Kouplen.

The business of AAON is managed under the direction of our Board. In accordance with our Bylaws, we have an Independent Chair

of the Board, who presides at all meetings of the Board and stockholders. Our Board has also chosen to elect an Independent Vice

Chair of the Board to perform the duties and responsibilities as the Board may determine.

The Board has determined that our current Board structure, having the Independent Chair of the Board serve as the presiding officer

at all Board and stockholder meetings, and having an Independent Vice Chair, is currently the most appropriate leadership structure

for the Company and its stockholders. This fosters clear accountability, effective decision-making, alignment with corporate strategy,

direct oversight of management, full engagement of the remaining directors and continuity of leadership. Having an Independent

Chair and Independent Vice Chair demonstrates the Board's recognition of the importance of independent leadership and identifies

the individuals, elected by and from the independent directors, selected to act as the leaders of the independent directors and help

ensure appropriate discussions take place, in an open and forthright manner, at the Board level. The Board considers and reviews its

leadership structure annually by the independent directors in connection with its self-evaluation process. The Board believes its

current leadership structure is reasonable, appropriate and in the best interests of the Company and its stockholders.

GOVERNANCE OF THE COMPANY

Succession Planning

A key responsibility of the CEO and the Board is ensuring that an effective process is in place to provide continuity of leadership over

the long term at all levels in our Company. Each year, succession-planning reviews are held at every significant organizational level

of the Company, culminating in a full review of senior leadership talent by our independent directors. During this review, the CEO, the

Chair of the Board and the independent directors discuss future candidates for senior leadership positions, including all NEOs,

succession timing for those positions and development plans for the highest-potential candidates. This process ensures continuity of

leadership over the long term and it forms the basis on which our Company makes ongoing leadership assignments. It is a key

success factor in managing the long-term planning and investment lead times of our business.

Our Board and Corporate Strategy

Our Board is actively involved in overseeing, reviewing and guiding our corporate strategy. Our Board formally reviews our

Company's business strategy, including the risks and opportunities facing our Company and its business, at an annual strategic

planning session. Our Board regularly discusses corporate strategy throughout the year with management formally, as well as

informally, and during executive session of the Board as appropriate. As discussed in the "Risk Oversight" section below, our Board

views risk management and oversight as an integral part of our strategic planning process, including mapping key risks to our

corporate strategy and seeking to manage and mitigate risk. Our Board also views its own composition as a critical component to

effective strategic oversight. Accordingly, our Board and relevant Board committees consider our business strategy and the

Company's regulatory, geographic and market environments when assessing board composition, director succession, executive

compensation and other matters of importance.

Stockholder Engagement

Our Board of Directors and management team are committed to a comprehensive investor relations program. We believe regular

engagement with current and prospective stockholders to better understand their perspectives is integral to effective corporate

governance. The feedback we receive also helps align our strategy with stockholder expectations. To achieve the maximum output

from our outreach program, we utilize various methods including targeting, surveillance, investor perception studies, investor

conferences, investor day events, videoconferences and teleconferences. Our engagement program regularly includes our CEO,

COO, CFO and other members of our executive leadership team.

Who We Engage


•Institutional Investors	•Sell-Side Analysts	•Proxy Advisory Firms
•Retail Stockholders	•Pension Funds	•ESG Raters

How We Engaged In 2024

In 2024, members of our executive management team participated in six investor conferences, over a hundred investor conference

calls and various onsite meetings, amounting to approximately 130 investor engagements. Through these outreach efforts, our

executive management interacted with 95% of our top 20 institutional active investors and over 40% of AAON’s top 100 institutional

active investors.

Other ways of engagement in 2024 included quarterly earnings conference calls in which our executive management team responds

to analysts’ questions pertaining to recent results and the outlook to the business. On the Investor Relations page of our company

website, we regularly provide additional information in the form of Investor Relations presentations, earnings releases and

accompanying presentations, annual reports, annual Sustainability reports, as well as other financial and operational information. In

2024, we also engaged Rivel, Inc. to conduct an Investor Perception Study to gain feedback from current stockholders, prospective

investors and sell-side analysts on what management and the Board can do differently to help create value.

GOVERNANCE OF THE COMPANY

Topics Discussed


•Growth Strategies	•Sustainability	•Data Center Market Fundamentals
•Product Innovation	•Sales Channel	•Capital Projects and Capacity
•Pricing Strategy	•Marketing Investments
•Regulations	•Strategic M&A

Integrating Feedback

The Board and management are receptive to feedback that results from our engagement with investors and integrate it into their

discussions and decision-making, as appropriate. Our dialogue in recent years has led to, among other things:

•Reinforcement and refinement of certain strategies.

•Improved qualitative and quantitative guidance to assist investors in better understanding management’s near-term and

long-term financial outlook.

•Major enhancements in our reporting, as demonstrated in our last four annual Sustainability reports.

•Capital distribution approach.

Risk Oversight

The Board has ultimate responsibility for oversight of our risk management processes. The Board discharges this oversight

responsibility through regular reports received from and discussions with senior management on areas of material risk exposure to

the Company. These reports and Board discussions include, among other things, operational, financial, legal, regulatory and strategic

risks. Additionally, our risk management processes are intended to identify, manage and control risks so that they are appropriate

considering our size, operations and business objectives. The full Board (or the appropriate committee in the case of risks in areas for

which responsibility has been delegated to a particular committee) engages with the appropriate members of senior management to

enable its members to understand and provide input to and oversight of our risk identification, risk management and risk mitigation

strategies. In addition, each of our Board committees considers the risks within its areas of responsibility. For example, the Audit

Committee reviews risks related to financial reporting; discusses material violations, if any, of Company governance, ethics and

compliance policies brought to its attention; considers the Company’s risk assessment that is part of the Company's strategic

planning which identifies control risks and drives the internal audit plan for the ensuing year; reviews the external audit plan; and

considers the impact of risk on our financial position and the adequacy of our risk-related internal controls. The Compensation

Committee reviews compensation and human resource risks. This enables the Board to coordinate risk oversight, particularly with

respect to interrelated or cumulative risks that may involve multiple areas for which more than one committee has responsibility. The

Board or applicable committee also has authority to engage external advisors as necessary.

Actions taken by the Board outside of Board meetings are consented to in writing by a memorandum of action in lieu of a meeting, to

which all incumbent directors subscribe. Directors meet their responsibilities not only by attending Board and committee meetings but

also through communication with members of management on matters affecting us.

Board Committee Structure

Currently, the Board has a standing Audit Committee, Compensation Committee and Governance Committee to assist the Board in

carrying out its functions. The Board has determined that each of the Chairs, as well as all committee members, are independent

under applicable NASDAQ and SEC rules for committee memberships. The members of the committees are shown in the table

below, followed by a brief description of each committee.

GOVERNANCE OF THE COMPANY


Director	Board	Audit Committee	Compensation Committee	Governance Committee
Angela E. Kouplen	Member	Member	Chair	—
Caron A. Lawhorn	Vice-Chair	Chair	—	Member
Stephen O. LeClair	Member	Member	—	Member
A.H. McElroy II	Chair	—	Member	Chair
David R. Stewart	Member	Member	—	Member
Bruce Ware	Member	Member	Member	—
Number of Meetings in 2024	5	4	6	5
Member Participation	>75%	>75%	>75%	>75%

Our Board has adopted written charters for each of its Audit, Compensation and Governance Committees. Copies of the charters of

each of these committees are available on and may be printed from our website at www.aaon.com. Copies are also available from

our corporate secretary upon request.

Audit Committee

The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing

and financial reporting practices. Among other things, the Audit Committee is responsible for: selecting and retaining our independent

public accountants; preapproving the engagement of the independent accountants for all audit and audit-related services and

permissible, non-audit-related services; reviewing in advance the scope and focus of the annual audit; and reviewing and discussing

with management and the auditors our financial reports, the audited financial statements, the auditor's report, the management letter

and the quality and adequacy of our internal controls. In addition, the Audit Committee is responsible for oversight and review of the

activities of the Company's internal audit function. The Board has determined that the Chair and the other Audit Committee members

are independent under applicable NASDAQ and SEC rules for Audit Committee memberships. The Audit Committee is governed by a

written charter, a copy of which is available on our website, at www.aaon.com.

The Board has determined that Ms. Lawhorn qualifies as an “audit committee financial expert” as defined by applicable SEC rules

and that each member of the Audit Committee meets the additional criteria for independence of audit committee members set forth in

Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 5605(c) of the NASDAQ

Stock Market Listing Standards.

Compensation Committee

The responsibilities of the Compensation Committee, as set forth in its charter, include the direct responsibility and authority to review

and approve our goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, to

evaluate the performance of such officers in accordance with the policies and principles established by the Compensation Committee

and to determine and approve, either as a Committee, or (as directed by the Board) with the other “independent” Board members (as

defined by the NASDAQ listing standards), the compensation level of the Chief Executive Officer and the other executive officers. The

Compensation Committee is composed of the three independent (non-employee) directors, named in the table above, each of whom

is “independent” as defined by applicable NASDAQ and SEC rules for committee memberships. The Compensation Committee is

governed by a written charter, a copy of which is available on our website, at www.aaon.com. In accordance with its charter, our

Compensation Committee has the sole authority to retain and terminate its compensation consultant and to review its compensation

consultant's independence on an annual basis.

Governance Committee

The responsibilities of the Governance Committee include proposing to the Board a slate of nominees for election by the stockholders

at the Annual Meeting and maintaining a list of prospective director candidates in the event of the resignation, death, removal or

retirement of directors or a change in the Board composition requirements. The Committee is also charged with reviewing with the

Board the desired experience, mix of skills and other qualities to assure appropriate Board composition. The Board has determined

that the Chair and all Governance Committee members are independent under applicable NASDAQ and SEC rules for committee

memberships.

GOVERNANCE OF THE COMPANY

The responsibilities of the Governance Committee also include the periodic reviews and monitoring of the Company’s corporate

governance guidelines (including the Company’s Code of Conduct), recent developments in corporate governance concepts, the

Company’s plans for CEO and senior management succession, regulatory requirements relevant to the Company’s corporate

governance guidelines to assure the Company’s compliance therewith, and the Company’s Articles of Incorporation and Bylaws.

The Board has determined that the Chair and all Governance Committee members are independent under applicable NASDAQ and

SEC rules for committee memberships.

Director Nominations

Our Bylaws also provide that a stockholder may nominate a director for election at an annual meeting if written notice is given to us

not less than 90 and not more than 120 days in advance of the anniversary date of the immediately preceding annual meeting.

If and when new vacancies occur in the future, the Board will consider director nominees recommended by stockholders, in

accordance with our Bylaws. The Board does not have a formal policy regarding the consideration of, procedures to be followed by,

minimum qualifications of or process for identifying or evaluating nominees recommended by stockholders.

Among the criteria developed by the Governance Committee for qualification for director nominees as well as director retention, a

candidate must have demonstrated accomplishment in his or her chosen field, character and personal integrity, and the ability to

devote sufficient time to carry out the duties of a director. The Governance Committee considers whether the candidate is

independent under the standards described below under “Director Independence.” In addition, the Governance Committee considers

all information relevant in their business judgment to the decision of whether to nominate a particular candidate, taking into account

the then-current composition of the Board and assessment of the Board’s collective requirements. These factors may include: a

candidate’s age, professional and educational background, reputation, industry knowledge and business experience and relevance to

the Company and the Board (including the candidate’s understanding of markets, technologies, financial matters and international

operations); whether the candidate will complement or contribute to the mix of talents, skills and other characteristics that are needed

to maintain the Board’s effectiveness; and the candidate’s ability to fulfill responsibilities as a director and as a member of one or

more of our standing Board committees. Although the Board does not have a formal diversity policy for Board membership, the

Governance Committee considers whether a director nominee contributes or will contribute to the Board in a way that can enhance

the perspective and experience of the Board through diversity in gender, ethnicity, geography and professional experience.

Nomination of a candidate is not based solely on the factors noted above. When current Board members are considered for

nomination for re-election, the Governance Committee also takes into consideration their prior Board contributions, performance and

meeting attendance records. The Governance Committee does not assign specific weights to particular criteria, and no particular

criterion is a prerequisite for Board membership. We believe that the backgrounds and qualifications of our directors, considered as a

group, provide an appropriate mix of experience, knowledge and abilities to allow the Board to fulfill its responsibilities. The

effectiveness of the Board’s skills, expertise and background is also considered as part of each Board and committee's annual self-

assessment evaluation process conducted at the direction of the Governance Committee.

Director Compensation

As outlined in its charter, the Compensation Committee has the authority to review and make recommendations to the Board with

respect to the components and amount of Board compensation in relation to other similarly situated companies. Periodically, the

Committee directs its compensation consultant to provide an independent assessment of the Company's Board compensation

program. This review was last conducted in 2024. The Committee targets total Board compensation levels at a competitive range of

peer group total Board compensation. The Committee considers total aggregate Board compensation and other factors when making

recommendations to the Board for approval.

GOVERNANCE OF THE COMPANY

During 2024, our fees for non-employee directors were as follows, with all amounts paid on a quarterly basis:


Director	Annual Retainer ($)	Independent Chair / Vice Chair ($)	Chair Fee ($)	Audit ($)	Compensation ($)	Governance ($)	Total ($)
Norman H. Asbjornson	$65,000	$—	$—	$—	$—	$—	$65,000
Angela E. Kouplen	$65,000	$—	$16,000	$10,000	$—	$—	$91,000
Caron A. Lawhorn	$65,000	$50,000	$20,000	$—	$—	$9,000	$144,000
Stephen O. LeClair	$65,000	$—	$—	$10,000	$—	$9,000	$84,000
A.H. McElroy II	$65,000	$83,250	$16,000	$—	$9,000	$—	$173,250
David R. Stewart	$65,000	$—	$—	$10,000	$—	$9,000	$84,000
Bruce Ware	$65,000	$—	$—	$10,000	$9,000	$—	$84,000

Under the current director compensation plan, the annual retainer is inclusive of meetings.

We make annual grants of restricted stock awards to non-employee directors in May in conjunction with our annual meeting. In May

2024, each of Ms. Kouplen, Ms. Lawhorn and Messrs. Asbjornson, LeClair, McElroy, Stewart, and Ware received restricted stock

awards for 1,283 shares of stock, which vest ratably over each member's remaining board term.

In addition, directors are subject to equity ownership and retention guidelines, as outlined below in "Stock Ownership and Retention

Policy" section.

The following summarizes our non-employee director compensation for 2024:


Director	Fees Earned or Paid in Cash ($)	Restricted Stock Awards(1) ($)		Stock Options ($)	All Other Comp. ($)		Total ($)
Norman H. Asbjornson	$65,000	$97,377	(3)	$—	$145,106	(3)	$307,483
Angela E. Kouplen	$91,000	$97,377	(2)	$—	$—		$188,377
Caron A. Lawhorn	$144,000	$97,743	(2)	$—	$—		$241,743
Stephen O. LeClair	$84,000	$97,743	(2)	$—	$—		$181,743
A.H. McElroy II	$173,250	$98,124	(2)	$—	$—		$271,374
David R. Stewart	$84,000	$97,743	(2)	$—	$—		$181,743
Bruce Ware	$84,000	$98,124	(2)	$—	$—		$182,124


(1)	The values reflect grant date fair value of awards ranging from $75.90 to $76.48 per share granted on May 21, 2024. See also, the discussion of assumptions made in valuing these awards in the notes to the Company’s financial statements.
(2)	As of December 31, 2024, 1,283; 2,463; 2,463; 3,086; 2,463 and 3,086 unvested shares associated with restricted stock awards were outstanding for Ms. Kouplen, Ms. Lawhorn, Mr. LeClair, Mr. McElroy, Mr. Stewart and Mr. Ware, respectively. Non-qualified options have not been granted during his or her term as a Board member.
(3)	All other compensation includes payments under Mr. Asbjornson's consulting contract. As of December 31, 2024, 1,283 unvested shares associated with restricted stock awards and 699,589 vested and exercisable non-qualified stock options were outstanding for Mr. Asbjornson.

Compensation Committee’s Interlocks and Insider Participation

No member of the Compensation Committee is or has been a former or current NEO of AAON or had any relationships requiring

disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of our NEOs

identified herein served as a director or a member of a compensation committee (or other committee serving an equivalent function)

of any other entity.

GOVERNANCE OF THE COMPANY

Executive Sessions

Our Board and Board committees regularly conduct executive sessions with independent directors. Our Independent Chair and Vice

Chair preside over each executive session of the independent directors and the committee chairs preside over executive sessions of

each of their respective committees.

Communicating with the Board

Stockholders may communicate with the Board, including the non-management directors, by sending a letter to the Board of

Directors of AAON, Inc., c/o Corporate Secretary, 2425 South Yukon Avenue, Tulsa, Oklahoma 74107. The Corporate Secretary has

the authority to disregard any inappropriate communications. If deemed an appropriate communication, the Corporate Secretary will

submit the correspondence to the Board or to any specific director to whom the correspondence is directed.

Whistleblower Procedures

The Audit Committee has established procedures for the submission of complaints regarding accounting, internal accounting controls,

audit and other matters. These procedures include processes for the confidential and anonymous submission of concerns of any

such matters by our employees. Our Code of Business Conduct and Ethics prohibits retaliation against employees who report

suspected violations of the Code of Business Conduct and Ethics or other misconduct.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Proposal No. 1 - Election of Directors

Election by Majority Vote

On the recommendation of our Governance Committee, the Board of Directors has nominated A.H. McElroy II and Bruce Ware,

current members of the Class I Directors, whose terms expire at the 2025 Annual Meeting, for re-election to the Board. The persons

named in the proxy will vote for the election of each of Mr. McElroy and Mr. Ware. Each of the above named nominees have

consented to being named in this Proxy Statement and to serve if elected.

The Bylaws provide that a stockholder may nominate a director for election at an annual meeting if written notice is given to us not

less than 90 and not more than 120 days in advance of the anniversary date of the immediately preceding annual meeting.

If any nominee becomes unavailable for any reason, the shares represented by the proxies will be voted for such other person, if any,

as may be designated by the Board of Directors. However, management has no reason to believe that any nominee will be

unavailable.

Vote Required

A nominee for director will be elected if a majority of the votes cast are in favor such nominee's election. Accordingly, abstentions and

broker non-votes will have no effect on the outcome of the vote on the director nominees.

Recommendation of the Board:

The Board unanimously recommends that stockholders vote FOR the election of directors McElroy and Ware.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Board Diversity

Our directors have a diverse mix of backgrounds, qualifications, skills and experiences that we believe contribute to a well-rounded

Board that is positioned to effectively oversee our strategy. We have a balance of new and tenured directors, reflecting our

commitment to proactive Board refreshment. Assuming the re-election of the three Class III directors to the Board, the average age of

our directors will be 63 years; the average tenure will be 12 years; six of our eight directors or 75% are independent; and 50% of our

directors are diverse.

Board Diversity Matrix


Skills, Attributes, and Experience	Norman H. Asbjornson	Gary D. Fields	Angela E. Kouplen	Caron A. Lawhorn	Stephen O. LeClair	A.H. McElroy II	David R. Stewart	Bruce Ware
Accounting and Financial Expertise				l	l	l	l	l
Acquisitions and Divestitures			l	l	l			l
Banking				l				l
Compliance			l	l
Corporate Development			l	l	l	l	l	l
Corporate Governance			l	l	l	l	l	l
Engineering Management	l	l				l
Executive Compensation			l	l	l	l
Executive Management	l	l	l	l	l	l	l	l
Financial and Operational Analysis	l	l		l	l		l	l
Human Resources			l			l
Industry Knowledge	l	l
Information Technology			l	l
Operations	l	l			l	l
Operational Technology						l
Public Accounting				l			l
Regulatory Compliance				l
Risk Management and Oversight			l	l	l	l	l	l
Sales Channel	l	l
Strategic and Financial Planning		l	l	l	l	l	l	l
Demographic Background
Board Tenure (years)	37	10	9	6	8	18	4	4
Age (years)	89	65	51	64	56	62	69	49
Gender (male/female)	M	M	F	F	M	M	M	M
Race/Ethnicity
African American or Black								l
Alaskan Native or American Indian							l
Caucasian/White	l	l	l	l	l	l

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Board Qualifications

Set forth below is a description of the background of each of our continuing directors, and nominees for director (* indicates nominees

for director). The term of office of each officer ends on the date of the Annual Meeting, subject to extension upon re-election.

Norman H. Asbjornson

Norman H. Asbjornson served as Chief Executive Officer of AAON since its inception until May 2020, when he

transitioned to the position of Executive Chairman. He retired as Executive Chairman in May 2022. Mr.

Asbjornson also served as President of AAON from its inception until November 2016, when the Board of

Directors appointed Mr. Gary D. Fields as President.

Additionally, Mr. Asbjornson served as the Executive Chairman of the Board of AAON-Oklahoma and

Chairman of AAON Coil Products, Inc., both our wholly-owned subsidiaries until his retirement in May 2022. He

has served as a director of AAON since its inception, and currently serves in the class of directors whose terms

will expire at the 2027 Annual Meeting.

Gary D. Fields

Gary D. Fields served as President of AAON from November 2016 until January 1, 2024 and has served as

Chief Executive Officer since May 2020. He was elected as a director of AAON in 2015, and currently serves in

the class of directors whose terms will expire at the 2027 Annual Meeting.

Mr. Fields has been involved in the HVAC industry for more than 35 years. From 1983 to 2012, Mr. Fields was

an HVAC equipment sales representative at (and, from 2002 to 2012, a member of the ownership group of)

Texas AirSystems, the largest independent HVAC equipment and solutions provider in the state of Texas, with

locations in Dallas, Fort Worth, Houston, Austin and San Antonio.

Mr. Fields has been significantly involved with the Fort Worth, Texas Chapter of ASHRAE (the American

Society of Heating, Refrigerating and Air-Conditioning Engineers), having served as Chairman of various

ASHRAE committees and ultimately serving as President of the Society.

Mr. Fields is currently an owner and President of GKR Partners LTD, an HVAC business development

consulting firm, which provided business development advice and consultation to the Company and its sales

representatives from 2013 to 2016. Mr. Fields also serves as the Chief Executive Officer of AAON, Inc., an

Oklahoma Corporation ("AAON-Oklahoma"), Chief Executive Officer of AAON Coil Products, Inc. and Chief

Executive Officer of BASX, Inc.

Angela E. Kouplen

Angela E. Kouplen was elected for an initial two-year term as a director of AAON in 2016, and currently serves

in the class of directors whose terms will expire at the 2027 Annual Meeting of stockholders. She serves as

Chair of our Compensation Committee and a member of our Audit Committee. Ms. Kouplen has over 25 years

of experience at multiple energy companies, with an emphasis on information technology ("IT"), contract

management, sourcing/vendor relations, human resource manager, strategy and governance.

Ms. Kouplen currently serves as the Senior Vice President and Chief Human Resources Officer of ONE Gas,

Inc. (NYSE: OGS) where she has oversight for the company’s human resources functions, executive

compensation, inclusion and diversity, and aviation. Prior to joining ONE Gas in 2023, she served as the Vice

President of Administration and Chief Information Officer at the University of Tulsa from August 2021 to August

2023. Ms. Kouplen also held several executive positions at WPX Energy, a Tulsa-based stand-alone publicly

traded energy company previously part of the Williams Companies, from 2012 to 2021, including the role of

Senior Vice President and Chief Information Officer responsible for human resources, executive compensation,

information technology, real estate. From 2007- 2010, Ms. Kouplen served in leadership roles at the Williams

Companies (NYSE: WMB) in sourcing and information technology. She also worked at CITGO Petroleum, a

petroleum refining, marketing and transportation company in various information technology positions from

1997 to 2007.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Ms. Kouplen holds a bachelor’s degree in Management from Oklahoma State University and an M.B.A from

the University of Tulsa.

Caron A. Lawhorn

Caron A. Lawhorn was elected as a director of AAON in January 2019, and currently serves in the class of

directors whose terms will expire at the 2026 Annual Meeting. She serves as Chair of our Audit Committee and

a member of our Governance Committee. Additionally, the Board elected Ms. Lawhorn as Independent Vice

Chair of the Board at the 2022 Annual Meeting. Ms. Lawhorn has over 35 years of experience in various

accounting, finance, operational, commercial and executive positions.

Ms. Lawhorn retired from her most recent role as Senior Vice President and Chief Financial Officer of ONE

Gas, Inc. (a position she held from March 1, 2019 to December 31, 2023), and in such role was responsible for

finance, accounting, treasury, investor relations, and ESG reporting. Prior to that, she served as Senior Vice

President, Commercial, a position she held from ONE Gas’s separation from ONEOK, Inc. in January 2014.

Prior to ONE Gas’s separation from ONEOK, Ms. Lawhorn served in a variety of senior executive roles at

ONEOK, including finance, accounting, treasury, operations and corporate development.

Ms. Lawhorn joined ONEOK in 1998, after serving as a Senior Manager at KPMG and Chief Financial Officer

of Emergency Medical Services Authority in Tulsa. She holds a bachelor’s of science degree in Business

Administration from the University of Tulsa and is a certified public accountant.

Stephen O. LeClair

Stephen O. (“Steve”) LeClair was elected as a director of AAON in 2017 and currently serves in the class of

directors whose terms will expire at the 2026 Annual Meeting. He is a member of our Audit Committee and

Governance Committee. Mr. LeClair has over 25 years of experience in various executive, manufacturing,

finance, sales and operational positions.

Mr. LeClair currently serves as Chief Executive Officer and Chairman of Core & Main, Inc. (NYSE: CNM)

(positions he has held since August 2017 and February 2024, respectively), and in such role is responsible for

leading the nation’s largest distributor of water, sewer, storm and fire protection products. Prior to his current

role, he served as President of HD Supply Waterworks from December 2011 to August 2017, Chief Operating

Officer from 2008 to 2011, and President of Lumber and Building Materials from April 2007 until its divestiture

to ProBuild Holdings in 2008. Mr. LeClair joined Core & Main in 2006 as Senior Director of Operations. Prior to

joining Core & Main, Mr. LeClair was a Senior Vice President at General Electric ("GE") Capital Equipment

Services from 2002 to 2005, and from 1992 to 2002 held various roles at GE Appliances and Power

Generation in distribution, manufacturing and sales.

Mr. LeClair is a graduate of GE Power Generation’s Manufacturing Management Program. He was previously

a member of the Saint Louis University’s International Business School Advisory Board. Mr. LeClair holds a

bachelor’s degree in Mechanical Engineering from Union College and an M.B.A. degree from the University of

Louisville.

A.H. McElroy II

*A.H. (“Chip”) McElroy II, P.E. was elected as a director of AAON in 2007, and currently serves in the class of

directors whose terms will expire at the 2025 annual meeting of stockholders. He is Chair of our Governance

Committee and serves as a member of our Compensation Committee. Additionally, the Board elected Mr.

McElroy as Independent Chairman of the Board at the 2022 Annual Meeting.

Since 1997 Mr. McElroy has served as President, CEO and Chairman of McElroy Manufacturing, Inc., a

privately held manufacturing company based in Tulsa, Oklahoma. Since 2002, Mr. McElroy has also served as

Chairman of Southern Specialties Co., a privately held specialty sheet metal manufacturer. Since 2016, Mr.

McElroy has served on the board of directors of Pryer Aerospace, a privately held Tulsa, Oklahoma based

aerospace structural component and sheet metal manufacturer, and from 2016 to June 2019, served on the

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

Advisory Board of HydroHoist Marine Group, a privately held Claremore, Oklahoma based boat lift

manufacturer. Since 2017, Mr. McElroy has served as a member on the local advisory board of directors of

Ascension St. John Health System, a healthcare system in northeastern Oklahoma and Southern Kansas.

Mr. McElroy is a graduate of the STAGEN Leadership Academy ILP and ALP, YPO International: Integrated

Brand Building, Harvard Business School & YPO: High Profit, Go to Market Program, and Harvard Business

School & YPO: Sustainable Market Leadership Program. Mr. McElroy holds a bachelor's degree in

Mechanical Engineering from the University of Tulsa.

David R. Stewart

David R. Stewart was elected as a director of AAON in October 2021, and currently serves in the class of

directors whose terms will expire at the 2026 Annual Meeting. Mr. Stewart serves as a member of our Audit

Committee and Governance Committee. He brings over 40 years of professional experience to the Board. Mr.

Stewart currently serves as Chief Administrative Officer and Trustee of the Oklahoma Ordnance Works

Authority located in Pryor, Oklahoma, an industrial public trust that owns and operates MidAmerica Industrial

Park. He was appointed to his current position in December 2012 by the former Governor of Oklahoma, Mary

Fallin.

MidAmerica Industrial Park consists of 9,000 acres and is home to over 80 companies in diverse industries

(including Google, Siemens and Chevron Phillips), employing approximately 4,500 people. MidAmerica

Industrial Park is one of the largest industrial parks in the U.S. and top ten in the world with on-site rail, water

and electric power. Prior to his current position, Mr. Stewart, a member of the Cherokee Nation, served as

Chief Executive Officer of Cherokee Nation Businesses, LLC. During his tenure as CEO of Cherokee Nation

Businesses, LLC, he helped negotiate the Tribal-State Gaming Compact in 2004 and led the Cherokee

Nation’s efforts to successfully diversify its business portfolio to include a wide range of non-gaming

enterprises employing over 3,500 people.

Mr. Stewart earned his Master of Science and Bachelor of Science degrees from Oklahoma State University

and is a certified public accountant. Governor Kevin Stitt appointed Mr. Stewart as a member to the Governor's

Council of Workforce and Economic Development. He was also appointed by the Governor to the Oklahoma

State Board of Career and Technology Education, which provides oversight of the career technical training

system in the state of Oklahoma. Mr. Stewart currently is a member of the Board of Directors for the Tulsa

Regional Chamber, Executive Committee for Tulsa's Future and is Chair of the Board of Directors for the

Oklahoma Business Roundtable. He also serves on the Board of Directors of the State Chamber of Oklahoma

and Tulsa Community College Foundation.

Bruce Ware

*Bruce Ware was elected as a director of AAON in October 2021, and currently serves in the class of directors

whose terms will expire at the 2025 Annual Meeting. Mr. Ware serves as a member of our Audit Committee

and Compensation Committee.

Mr. Ware retired from his most recent role as Corporate Vice President and Group Head of Joint Venture

Capital Raising for DaVita Inc. in September 2024. He joined DaVita in 2009 through its MBA Redwoods

Leadership Program as a Manager. During his 14 year tenure there, he led a series of initiatives and teams

responsible for DaVita's organic growth. Prior to DaVita, Mr. Ware served as Assistant Treasurer of Comstock

Resources overseeing banking relationships, investor relations, human resources and a number of strategic

initiatives. Mr. Ware started his career in the New York office of Donalson, Lufkin and Jenrette in the

investment banking department.

Mr. Ware earned a Master of Business Administration from Harvard Business School, a Master in Public Affairs

from The University of Texas at Austin and a Bachelor's degree in Business Administration in Banking and

Finance from The University of Mississippi at Oxford. Mr. Ware also serves on the Board of Directors of

Seneca Foods Corporation, where he is a member of the Audit Committee. He previously served on the Board

of Directors for Blackhawk Bank of Beloit, Wisconsin where he was a member of the Audit and Compensation

PROPOSAL NO. 2 - RATIFY THE SELECTION OF INDEPENDENT AUDITOR

Proposal No. 2 - Ratify the Selection of Independent Auditor

Ratification of Selection of Grant Thornton LLP

The Audit Committee has selected the firm of Grant Thornton LLP as the independent registered public accounting firm of the

Company for the year ending December 31, 2025. The Board is submitting the selection of Grant Thornton LLP for ratification at the

Annual Meeting. The submission of this matter for approval by stockholders is not legally required, but the Board and the Audit

Committee believe the submission provides Stockholders an opportunity to communicate with the Board and Audit Committee

concerning an important component of corporate governance. If the stockholders do not ratify the selection of Grant Thornton LLP,

the Audit Committee may reconsider the selection of that firm as the Company's auditors.

Representatives of Grant Thornton LLP will be present at the Annual Meeting, will have the opportunity to make a statement and will

be available to respond to appropriate questions posed by stockholders.

Vote Required

Approval of Proposal No. 2 requires the affirmative vote of a majority of the votes cast on the proposal. Accordingly, abstentions will

have no effect on the outcome of the vote on this proposal. Brokers have discretionary authority and may vote on the proposal

without having instructions from the beneficial owners or persons entitled to vote thereon.

Recommendation of the Board:

The Audit Committee and Board unanimously recommend a vote FOR the ratification of Grant Thornton LLP as the

Company's independent registered public accounting firm for the year ending December 31, 2025.

Audit and Non-Audit Fees

Our Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax and other services performed

by the independent auditor. The following services were authorized by the Audit Committee.

The following table presents fees billed for services rendered by GT for the years ended December 31, 2024, and 2023:


	Year Ended December 31,
Fee Type	2024	2023
Audit fees (1)	$772,109	$756,776
Audit-related fees	—	—
Tax fees	—	—
Total	$772,109	$756,776


(1)	Professional services rendered for the audits of our financial statements and reviews for the related quarterly financial statements and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC.

PROPOSAL NO. 2 - RATIFY THE SELECTION OF INDEPENDENT AUDITOR

Audit Committee Policy on Services Provided by the Independent Registered Public

Accounting Firm

The Audit Committee has the responsibility for appointing, setting compensation for and overseeing the work of our independent

auditor. In furtherance of this responsibility, the Audit Committee has established a policy with respect to the pre-approval of all audit

and audit-related services and permissible non-audit services provided by our independent auditor. Prior to engagement of Grant

Thornton, LLP as our independent auditor for the 2025 audit, the Committee discussed the services with management and Grant

Thornton, LLP, and subsequently approved GT as auditor. The audit services are comprised of work performed in the audit of our

financial statements and to attest and report on our internal controls over financial reporting, as well as work that only the

independent auditor can reasonably be expected to provide, including:

•Quarterly review of our unaudited financial statements;

•Consents and assistance with the review of documents filed with the SEC.

Audit fees are budgeted and the Audit Committee requires the independent auditor and management to report actual fees versus

budgeted fees periodically during the year by category of service.

Audit Committee Report

To the Board of Directors of AAON, Inc.

The Audit Committee oversees AAON's financial reporting process on behalf of the Board of Directors. Management has the primary

responsibility for the financial statements and the reporting process including the systems of internal controls. We have reviewed and

discussed with management and with the independent auditors the Company’s audited financial statements as of and for the year

ended December 31, 2024.

We have discussed with the independent auditors the matters required to be discussed by accounting standards issued by the Public

Company Accounting Oversight Board.

We have received, reviewed and discussed with Grant Thornton, LLP the written disclosures and communications from them required

by the Public Company Accounting Oversight Board regarding their independence.

Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the financial statements

referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Audit Committee of the Board of Directors:

Caron A. Lawhorn, Chair

Angela E. Kouplen, Member

Stephen O. LeClair, Member

David R. Stewart, Member

Bruce Ware, Member

The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC,

nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the

Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by

reference in any such filing.

STOCK OWNERSHIP

Stock Ownership

Holdings of Major Stockholders

As of March 14, 2025 (the record date), we had issued a total of 81,317,584 shares of $.004 par value Common Stock, our only class

of stock outstanding. Each share is entitled to one vote on all matters submitted to a vote by stockholders.

The following table sets forth as of March 14, 2025, the aggregate number of our shares of Common Stock owned by each person

known by us to be the beneficial owner of more than 5% of our Common Stock:


Name and Address of Beneficial Owner	Number of Shares Owned		Percent of Class
Norman H. Asbjornson	13,934,550	(1)	17.1%
2425 South Yukon Ave.
Tulsa, OK 74107
BlackRock, Inc.	7,078,597	(2)	8.7%
50 Hudson Yards
New York, NY 10001
The Vanguard Group	6,163,650	(3)	7.6%
100 Vanguard Blvd.
Malvern, PA 19355


(1)	Includes 10,769 shares under AAON's 401(k) plan, 647,104 shares issuable upon exercise of stock options exercisable currently or within 60 days of the Annual Meeting,1,424,949 shares owned by his foundation and 11,755,758 shares held as trustee of trusts. Mr. Asbjornson has sole voting and investment powers with respect to all shares beneficially owned by him.
(2)	This share ownership information was provided in a Schedule 13G/A filed February 5, 2025, which discloses that BlackRock, Inc. possesses sole voting power of 6,946,779 shares and sole dispositive power of 7,078,597 shares.
(3)	This share ownership information was provided in a Schedule 13G/A filed on November 12, 2024, which discloses that The Vanguard Group possesses sole dispositive power of 6,053,994 shares, shared voting power of 32,992 shares, and shared dispositive power of 109,656 shares.

STOCK OWNERSHIP

Holdings of Officers and Directors

The following table sets forth as of March 14, 2025, the aggregate number of shares of our Common Stock owned of record or

beneficially by each current director, nominee for director, and each NEO and all directors, nominees for director and NEOs as a

group:


Name of Beneficial Owner	Total Number of AAON Common Stock Shares owned (1)	Shares Issuable Upon Exercise of Stock Options (2)	Percent of Class
Norman H. Asbjornson	13,287,446	647,104	17.14%
David E. Benson	221,567	1,480	*
Gary D. Fields	102,987	143,494	*
Angela E. Kouplen	36,335	—	*
Caron A. Lawhorn	15,851	—	*
Stephen O. LeClair	28,742	—	*
A. H. McElroy II	133,533	—	*
David R. Stewart	10,052	—	*
Rebecca A. Thompson	28,163	170,514	*
Matthew J. Tobolski	331,159	2,405	*
Stephen E. Wakefield	21,801	18,100	*
Bruce Ware	7,052	—	*
Directors, nominees and Named Executive Officers as a group (12 persons)	14,224,688	983,097	18.70%


(1)	All shares are held beneficially and of record and the owner has sole voting and investment power with respect thereto, except as otherwise
(2)	Shares issuable upon exercise of stock options exercisable currently or within 60 days of the Annual Meeting.
*	Less than 1%.

The following table sets forth for the persons indicated and the number of shares of our common stock that are held on the person's

behalf by the trustee of our 401(k) Plan as of March 14, 2025:


Name of Beneficial Owner	Stock Held by 401(k) Plan
Norman H. Asbjornson	10,769
David E. Benson	2,064
Gary D. Fields	5,746
Angela E. Kouplen	—
Caron A. Lawhorn	—
Stephen O. LeClair	—
A. H. McElroy II	—
David R. Stewart	3,000
Rebecca A. Thompson	3,767
Matthew J. Tobolski	2,123
Stephen E. Wakefield	11,071
Bruce Ware	—
Directors, Nominees, and Named Executive Officers as a group (12 persons)	38,540

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

Executive Officers

This compensation discussion and analysis provides information regarding our executive compensation program in 2024 for the

following executive officers of the Company (collectively, the "named executive officers" or “NEOs”):


NEO Name	NEO Title
Gary D. Fields	Chief Executive Officer
Rebecca A. Thompson	Vice President, Finance, Chief Financial Officer and Treasurer
Matthew J. Tobolski	President, Chief Operating Officer
Stephen E. Wakefield(1)	Vice President, Executive Vice-President of AAON, Inc. (an Oklahoma Corporation)
David E. Benson(2)	Vice President, President of BASX, Inc.
(1)Effective January 1, 2025, Mr. Wakefield is the Executive Vice-President and General Manager of the AAON Business Unit
(2)Effective January 1, 2025, Mr. Benson is the AAON Fellow over Solution Sales

Executive Summary

During 2024, our executive officers led our efforts to increase sales, executed our internal capital expenditure programs and

positioned the Company to capitalize on anticipated growth. Some of the key accomplishments during 2024 include:

Financial Performance

The Company ended the year with a backlog of $867.1 million, up 70.0% compared to December 31, 2023. The increase is the

result of the increased demand in the data center market. In the fourth quarter of 2024, the Company received over $200.0 million in

orders for the BASX branded data center liquid cooling solutions. The overwhelming demand for BASX branded products also

helped drive net sales growth of 2.7% to $1,200.6 million for the year ended December 31, 2024.

Expansion and Growth

We had record capital expenditures for the year ended December 31, 2004 of $195.7 million. These investments funded our

expansions across multiple facilities. We added 237,500 square feet to our Longview, Texas facility primarily for production of BASX

branded data center products. We also completed the addition of a new Weld Shop in Redmond, Oregon that created more capacity

in our manufacturing building. In Parkville, Missouri, we built an SMT production line to produce our own control boards. We have

also made investments to purchase and develop software for internal use in anticipation of future Company growth. In December

2024, the Company purchased a new 787,000-square-foot facility in Memphis, Tennessee, which will accommodate incremental

demand for both BASX and AAON products over the next several years, at the same time providing more geographic diversification

across our manufacturing footprint. The purchase price for the facility was approximately $63.4 million.

Total Shareholder Return (TSR)

The market price of our common stock was $117.68 per share on December 31, 2024, an increase of approximately 59.3% from the

closing price of $73.87 on December 29, 2023. We generated TSR of approximately 143.2% from January 1, 2022 through

December 31, 2024. This return exceeded the returns over the same period of 38 of 48 companies in the S&P 600 Capital Goods

Index.

Dividends and Stockholder Returns

We are committed to returning value to our stockholders. We make quarterly dividend payments with increases as needed. We want

to reward long-term stockholders through share buybacks. When we have excess cash, we work to repurchase shares and decrease

our share count. In 2024, we completed the repurchase of 1.4 million shares in the open market for $100.0 million at an average

price of $73.90.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

The following outlines key features of our compensation program, in addition to typical "best practices" that we adhere to:


What We Do		What We Do Not Do
Pay for Performance: Our executive compensation plan is aligned with stockholder interests by rewarding for strong financial performance and stock price appreciation.		No Stock Option Re-Pricing: We do not permit re-pricing of equity awards without stockholder approval.
Stock Ownership /Retention Requirements: Our directors, executive officers and certain other key employees are subject to robust stock ownership and retention requirements.		No Tax Gross-Ups: We do not provide tax gross-ups.
Independent Compensation Consultant: We utilize an independent compensation consultant reporting directly to the Compensation Committee.		No Hedging or Pledging in Company Securities: Our directors, executive officers and other employees are prohibited from engaging in hedging transactions, short sales, pledging or derivative transactions with respect to AAON securities.
Limited Perquisites: We provide executive physicals for our NEOs, which aligns with our wellness initiatives and assists in mitigating risk.		No Employment Agreements: AAON does not have employment agreements with our NEOs.
Compensation Clawback: Our executive officers are subject to a compensation clawback policy (with a three-year look-back period) that requires reimbursement of any bonus or incentive compensation (as well as the cancellation of unvested, restricted or deferred equity awards) in the event of officer misconduct that was a material factor causing a restatement of the Company’s financial statements. We also maintain a compensation recovery (clawback) policy that complies with Nasdaq requirements.		We do not provide single-trigger for equity treatment upon a change in control.

Our executive compensation programs are determined and approved by our Compensation Committee, after consideration of

recommendations by the Principal Executive Officer ("PEO") (for individuals other than himself) and information provided by the

Compensation Committee's independent compensation consultant. The Compensation Committee, however, uses its own judgment

to ultimately make the final decisions concerning compensation paid to our NEOs.

The Compensation Committee has the direct responsibility and authority to review and approve our goals and objectives relative to

the compensation of the NEOs, and to determine and approve (either as a committee or with the other members of our Board who

qualify as “independent” directors under applicable guidelines adopted by NASDAQ) the compensation levels of the NEOs. However,

when making pay decisions for the NEOs, we consider input and recommendations from the Company's PEO (for individuals other

than himself). Equity awards are generally granted to our NEOs after filing of our annual report. In certain circumstances, including

the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The

Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity

awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the

value of executive compensation.

Our historical executive compensation programs have intended to achieve two objectives:

1.To enhance our profitability and stockholder value;

2.To attract, motivate, reward and retain high-quality employees, including executive personnel, who contribute to our long-

term success.

As described in more detail below, the material elements of our historical executive compensation program for NEOs include a base

salary, annual incentive bonuses, equity-based compensation and Company contributions to AAON’s 401(k) plan.

COMPENSATION DISCUSSION AND ANALYSIS

We believe that each element of the executive compensation program helps to achieve one or both of the compensation objectives

outlined above. The table below lists each material element of our executive compensation program and the compensation objective

or objectives that it is designed to achieve.


Compensation Element	Compensation Objectives
Base Salary	Attract and retain qualified executives;
	Motivate and reward executives’ performance;
	Stay competitive in the marketplace;
Bonus Compensation	Motivate and compensate executives’ performance;
	Stay competitive in the marketplace;
	Motivate the achievement of short-term business objectives that contribute to our long-term strategic direction;

Equity-Based Compensation — Performance share units, restricted stock awards, and stock options	Enhance profitability of AAON and stockholder value by aligning executives with stockholders’ interest;

	Attract and retain qualified executives;
	Motivate the successful execution of our long-term strategic objectives;
Retirement Benefits – 401(k) and Health	Attract and retain qualified executives;
Savings Account	Stay competitive in the marketplace;

Our executive compensation program is designed to reward performance for enhanced profitability, revenue growth and ultimately

increased stockholder value. We believe in a compensation plan that fosters a culture of ownership and stockholder alignment that

allows us to attract and retain top talent who are similarly focused on the creation of long-term value. We reward our executive

officers with a pay mix that emphasizes long-term compensation through performance share units, stock options and restricted stock

awards to align stockholders' and executives’ interests. We strive to provide total compensation that falls within a reasonable range of

our peer group market median for NEOs, which also considers individual attributes and performance, as well as company

performance. We utilize an annual bonus and equity program to incentivize executive officers to meet and exceed Company

performance goals. We maintain a compensation program that operates in the best interests of AAON and our stockholders,

rewarding NEOs based on performance.

Under the terms of the Compensation Committee Charter, the Compensation Committee is authorized to engage independent

advisors, at the Company's expense, to advise the Compensation Committee on any matters within the scope of the Committee's

duties. For 2024, the Compensation Committee retained Meridian Compensation Partners, LLC ("Meridian") to serve as an

independent consultant to the Committee to provide information and objective advice regarding executive and outside director

compensation. The Committee did not direct Meridian to perform its services in any particular manner or under any particular method.

The Committee has the final authority to hire and terminate the compensation consultant and the Committee evaluates the

compensation consultant annually. Meridian does not provide any services to the Company other than in its role as advisor to the

Committee and performing valuations of our PSUs, and the Committee has determined that no conflicts of interest exist as a result of

the engagement of Meridian.

Benchmarking and Peer Group

The Compensation Committee evaluates executive compensation by benchmarking our NEOs’ target total compensation relative to

comparable market data provided by our independent compensation consultant. Market references are provided for our NEOs, where

available, from our peer group which consists of 17 publicly-traded companies of similar size, operating in similar industries to AAON

(detailed below). This group is reviewed and approved annually, with modifications made as needed, considering changes to

business characteristics, size, M&A, etc. Where data may be limited for certain roles, or as an additional market reference, survey

data is also used and is reflective of manufacturing organizations with revenues within a reasonable range of AAON.

COMPENSATION DISCUSSION AND ANALYSIS

Each element of compensation is benchmarked against peer and/or survey-reported pay information, as applicable. Target total

compensation is generally targeted within a reasonable range of median; however, variation may exist based on individual and

company performance, tenure in role, future potential, and internal equity.

Peer Group Used for 2024 Pay Decisions:


Ameresco, Inc.	Gibraltar Industries, Inc.	The AZEK Company Inc.
Armstrong World Industries, Inc.	Insteel Industries, Inc.	The Gorman-Rupp Company
CECO Environmental Corp.	PGT Innovations, Inc.	Thermon Group Holdings, Inc.
CSW Industrials, Inc.	Powell Industries, Inc.	Trex Company, Inc.
Encore Wire Corporation	Quanex Building Products Corporation	Vicor Corporation
Enerpac Tool Group Corp.	Simpson Manufacturing Co., Inc.

The Committee reviewed the above peer group and determined no changes were needed from the prior year. The group shown

above was considered when establishing 2024 pay levels.

2024 Executive Compensation Program Elements

The following discussion, as well as the information contained in the tables below, are based upon our historical and current

compensation plans, in effect in 2024 and in the previous reported year. In support of our pay-for-performance philosophy, a majority

of the target compensation for our NEOs under our annual compensation program is allocated to variable compensation, with the

structure for the CEO weighted even more heavily towards performance-based pay.

AAON's pay philosophy emphasizes risk and pay-for-performance with 82.1% of our CEO's target compensation at risk for 2023 and

66.5% of our other NEOs target compensation at risk.

COMPENSATION DISCUSSION AND ANALYSIS

Base Salaries

Below is a summary of 2024 annual base salaries for our NEOs:


Named Executive Officer	2023 Base Salary	2024 Base Salary	Percent Increase
Gary D. Fields	$750,000	$800,000	6.7%
Rebecca A. Thompson	$375,000	$410,000	9.3%
Matthew J. Tobolski (1)	$—	$500,000
Stephen E. Wakefield	$330,000	$400,000	21.2%
David E. Benson (2)	$—	$400,000

(1) Mr. Tobolski was hired as President and Co-Founder of BASX, Inc. effective December 10, 2021. He was promoted to President and Chief Operating Officer of the Company, effective January 1, 2024.
(2) Mr. Benson was hired as Chairman and Co-Founder of BASX, Inc. effective December 10, 2021. He was promoted to Vice President of the Company and President of BASX, Inc. effective January 1, 2024.

In approving these executives’ salary levels, the Committee took into account certain factors, including, recommendations of the

principal executive officer (except as it related to himself), each executive's individual experience and responsibilities, and the

Company’s performance. Further, as shown in the comprehensive benchmarking study conducted by the independent compensation

consultant, base salary levels for each of our NEOs were positioned below the median of the applicable market benchmark. Base

salary increases were based on individual and Company performance, market data (market adjustments made with the intention of

more closely aligning with market median, over time) and other internal considerations.

Effective January 1, 2024, Mr. Wakefield was promoted to Vice President of AAON and Executive Vice-President of AAON, Inc. (an

Oklahoma Corporation). The adjustment in base salary for Mr. Wakefield reflects his responsibility for overseeing the Company's

largest segment which includes the engineering teams for our traditional rooftop and controls products that has driven much of the

Company's value through the years. His leadership has also been key to maintaining our culture of innovation and entrepreneurial

spirit.

Annual Cash Incentive Bonuses

We have an “at risk” annual incentive bonus which is intended to facilitate alignment of management with corporate objectives and

stockholder interests in order to achieve outstanding performance and to meet specific financial goals by:

•providing the employees designated by the Committee, incentive compensation tied to stockholder interests and goals for

the Company;

•providing competitive compensation to attract, motivate, reward and retain employees who achieve outstanding

performance;

•fostering accountability and teamwork throughout the Company; and

•contributing to the long-term success of the Company.

We believe the annual incentive bonus should be a substantial component of total compensation and based upon achievement of the

Company’s annual "Opportunity Budget" and is weighted on the following two components which drive stockholder value:

1.Operating Profit (67%) - The Company's Operating Profit calculated as the Company's budgeted net income before “profit

sharing” and income taxes, but after bonus accrual; and

2.Net Sales (33%) - The Company’s budgeted net sales.

The annual incentive compensation opportunity is expressed as a percentage of the executive officer’s base salary multiplied by a

bonus factor. Bonus factors for each Named Executive Officer are as follows:

COMPENSATION DISCUSSION AND ANALYSIS


Named Executive Officer	2023 Bonus Target	2024 Bonus Target
Gary D. Fields	100%	105%
Rebecca A. Thompson	65%	65%
Matthew J. Tobolski	—%	70%
Stephen E. Wakefield	65%	65%
David E. Benson	—%	65%

The following table reflects performance and payout level percentages for the Annual Incentive compensation opportunity:


Metric	Weighting	Performance Level (% of Target) (1)			Payout Level (% of Target) (1)
Metric	Weighting	Threshold	Target	Maximum	Threshold	Target	Maximum
Operating Profit	67%	80%	100%	125%	33.33%	100%	200%
Net Sales	33%	95%	100%	105%	33.33%	100%	200%


(1)	For performance between stated levels shown, payouts are determined based on straight-line, linear interpolation. No payout will be made if threshold performance is not met.

The following table details the actual results for the fiscal year ended December 31, 2024 for the Company:


Metric	Opportunity Budget	Actual Results	% of Opportunity Budget	Bonus Factor
Operating Profit	$248.8 million	$211.8 million	85%	0.33
Net Sales	$1,223.5 million	$1,200.6 million	98%	0.25
			Weighted Bonus Factor	0.58

The eligible bonus amounts for our NEOs are shown in the table below:


Named Executive Officer	Base Salary(1)	Eligible % of Base Salary	Bonus Target	Weighted Bonus Factor	Individual Performance Adjustment	Annual Incentive Bonus Amount
Gary D. Fields	$790,385	105%	$829,904	0.58	1.00	$478,022
Rebecca A. Thompson	$403,269	65%	$262,125	0.58	1.00	$152,048
Matthew J. Tobolski	$503,548	70%	$352,484	0.58	1.00	$203,000
Stephen E. Wakefield	$398,654	65%	$259,125	0.58	1.00	$150,293
David E. Benson	$407,665	65%	$264,982	0.58	1.00	$153,690


(1)	Salary is cash compensation for the year and reflects varying pay levels during the year.

AAON’s annual incentive program also consists of an individual performance assessment which allows the Committee to recommend

to the Board that any earned annual incentive payout be adjusted +/-15% based on the Committee’s assessment of individual

performance against his or her annual objectives. A sample of these objectives for our CEO include:

•Leadership and development of high-performing team

•Overall company financial and operational performance

•Optimizing operational efficiency

Performance assessments are reviewed for all NEOs by the Compensation Committee. The Compensation Committee will

recommend to the Board in the case of Mr. Fields and Mr. Fields will recommend to the Compensation Committee in the case of other

NEOs a performance adjustment to increase or decrease the bonus amount earned by each NEO up to 15% based upon how such

COMPENSATION DISCUSSION AND ANALYSIS

individual has performed in relation to his or her annual objectives. For 2024, no adjustments were applied for individual

performance.

Equity-Based Compensation

Our policy is that the NEOs’ long-term compensation should be directly linked to enhancing profitability and value provided to our

stockholders. Accordingly, the Compensation Committee grants equity awards under our 2016 and 2024 Long-Term Incentive Plan,

creating a strong linkage between realized pay to stockholder value creation. Such grants are largely based upon the

recommendation of the principal executive officer (except as to himself) based on the NEO's performance in the prior year and his or

her expected future contribution to our performance.

Positive overall Company performance (financial as well as stock price performance) is a primary element associated with the grant

of equity-based compensation to the executive officers as a group. When determining the total value of compensation provided to our

executive officers, our Compensation Committee, with the advice of our CEO, evaluates various aspects of Company performance in

light of general economic conditions, and compares the Company's performance against similar competitors in the industry.

Performance elements considered may include improvement in sales performance, cost containment initiatives, product and

marketing development, risk management, or successful completion of major capital projects, including enhancements to

manufacturing operations. These elements have not been specifically weighted in determining the amount of the equity incentive

awards because the relative importance of each element may change from time to time and the responsibilities of each executive

officer, as they contribute to the achievement of any particular objective, may vary.

Factors considered when determining any specific equity-based award include:

•the responsibilities of the executive officer;

•the scope, level of expertise and experience required for the executive officer’s position and the period during which the

officer has performed these responsibilities;

•the strategic impact of the officer’s position; and

•the potential future contribution of the officer.

In 2024, we maintained the same targeted equity mix used the previous year, which emphasizes performance-based elements of

PSUs (50%) and stock options (25%), with the remaining 25% allocated to restricted stock awards. The PSUs will measure AAON’s

three-year total shareholder return ("TSR") relative to the constituents of the S&P 600 SmallCap Capital Goods Industry Group (as

constituted at the beginning of the performance period). This allows us to reward executives for performance relative to companies

facing similar market forces and aligns the interests of management with stockholders by incentivizing performance that drives

returns that exceed our peers. The vesting horizon for the time-vested restricted shares and stock options is three years to align with

the three-year performance period/vesting horizon of the PSUs. Please see the exhibit below for the relative TSR performance and

payout scale:


TSR Percentile Ranking	Payout as a % of Target
80th Percentile or Above	200%
55th Percentile	100%
30th Percentile	50%
Below 30th Percentile	0%

Results between points are interpolated on a straight-line basis. In the event that AAON's absolute TSR is negative over the three-

year performance period, the payout will be capped at 100.0% of target, regardless of relative performance.

For the three-year performance period of January 1, 2022 through December 31, 2024, the Company's TSR was 143.2% which

ranked in the 79.1th percentile of our peer group and resulted in a final payout of 196.4% of target. The resulting shares can be

found in the Performance Unit Vesting Schedule shown as part of the Grants of Plan-Based Awards tables.

COMPENSATION DISCUSSION AND ANALYSIS

Awards may be granted to new key employees on their hire date. Other grant date determinations are made by the Compensation

Committee, which are based upon the date the Committee met and proper communication was made to the NEO or key employee as

defined in the definition of grant date by FASB ASC Topic 718. Stock option exercise prices are equal to the value of AAON stock on

the close of business on the determined grant date. We have no program or practice to coordinate timing of grants with release of

material, nonpublic information.

Retirement Benefits - Defined Contribution Plan, 401(k) and Health Savings Account

We sponsor a defined contribution plan (the "Plan”). Eligible employees may make contributions in accordance with the Plan and IRS

guidelines. In addition to the traditional 401(k), eligible employees are given the option of making an after-tax contribution to a Roth

401(k) or a combination of both. Eligible employees are automatically enrolled in the Plan at a 6.0% deferral rate and currently

contributing employees' deferral rates are increased to 6.0% each year, unless their current rate is above 6.0% or the employee

elects to decline the automatic enrollment or increase.

The Company presently matches 175% up to 6.0% of employee contributions of eligible compensation. Administrative expenses for

the Plan are paid for by Plan participants. Additionally, Plan participant forfeitures are used to reduce the cost of the Company

contributions. We contribute in the form of cash and direct the investment to shares of AAON stock. Employees are 100.0% vested in

salary deferral contributions and vest 20.0% per year at the end of years two through six of employment in employer matching

contributions.

The amounts contributed by us to each NEO under the 401(k) plan are based on actual contributions and the base salary, bonus and

equity compensation of the employee, and are reported in the “All Other Compensation” column of the “Summary Compensation

Table” for each NEO, if applicable, and if the threshold reporting requirements were met. Our employees participate in a high-

deductible health savings plan wherein they may open a Health Savings Account. We match 175.0% of employee contributions to

their Health Savings Account.

Other Compensation Program Components

In addition to establishing the pay elements described above, we have adopted a number of policies to further the goals of the

executive compensation program, particularly with respect to strengthening the alignment of our NEOs’ interests with stockholder

long-term interests.

Termination and Severance Arrangements

The Executive Severance Plan includes senior executive officers, which includes NEOs, in order to define a consistent approach of

treatment in the event of a severance event. Under the plan, NEOs are eligible to receive a payment of 1.5 to 2.0 times the sum of

the NEOs base salary and, in certain circumstances, target annual bonus. Any severance payment is subject to the execution of an

irrevocable release of claims.

Change in Control Agreements

Our change in control agreements, in conjunction with the NEOs’ equity award agreements, provide separation benefits for our

NEOs. Our program includes a double trigger for benefits and equity vesting. This means there must be a Company change in control

and the NEO must experience a qualifying termination of employment prior to receiving benefits under the agreement. This practice

creates security for the NEOs but does not provide an incentive for the NEO to leave the Company. Our program is designed to

encourage the NEOs to focus on the best interests of stockholders by alleviating their concerns about a possible detrimental impact

to their compensation and benefits under a potential change in control, not to provide compensation advantages to NEOs for

executing a transaction.

Our Committee reviews our change in control benefits periodically to ensure they are consistent with competitive practice and aligned

with our compensation philosophy. As part of the review, calculations are performed to determine the overall program cost to the

Company if a change in control event were to occur and all covered NEOs were terminated as a result. An assessment of competitive

norms, including the reasonableness of the elements of compensation received, is used to validate benefit levels for a change in

control. The Committee continues to believe that offering a change in control program is appropriate and critical to attracting and

retaining executive talent and keeping them aligned with stockholder interests in the event of a change in control.

COMPENSATION DISCUSSION AND ANALYSIS

Stock Ownership and Retention Policy

The Board approved robust stock ownership and retention policies for directors and executive officers in order to further align the

interests of our directors and executive officers with those of our stockholders. Our stock ownership and retention policy is as follows:

Amount of Ownership: determined as a multiple of the individual’s base salary or a specified dollar value, as noted below. These

amounts represent the minimum amount of AAON stock an individual should seek to acquire and maintain:


Position	Minimum Stock Ownership Requirements
CEO	6 times base salary
President (when separate from CEO)	4 times base salary
CFO, COO, EVP, SVP	3 times base salary
Other Officers	2 times base salary
Directors	6 times board level cash retainer

Eligible Forms of Equity to Determine Value:

•Shares owned individually or jointly with the individual's spouse and/or children residing in the same household

•Shares held in a trust for the benefit of the Subject Person, as well as for the benefit of his or her family

•Shares owned and held within the Company's 401(k) plan

•Unvested restricted stock awards.

Retention Requirements for Equity Awards:

•In the event a Subject Person is not meeting the Minimum Stock Ownership requirements, the Subject Person must retain

75.0% of shares, net of taxes, of each award as it vests and each stock option as it is exercised.

As of March 14, 2025, all current non-employee directors satisfy the ownership requirement. Since Mr. Fields is an executive officer

of the Company (in addition to being a director), he must comply with the equity ownership guidelines applicable to his respective

officer position. As of March 14, 2025, all NEOs satisfy the minimum ownership requirements.

Prohibition on Hedging or Pledging Stock

Our Insider Trading Policy prohibits our directors, NEOs and all other insiders (including each of their designees) from engaging in

short sales or from hedging transactions of any nature that are designed to hedge or offset a decrease in market value of such

person’s ownership of the Company's equity securities. Our Insider Trading Policy also prohibits our directors, NEOs and all other

insiders (including each of their designees) from purchasing financial instruments or engaging in other problematic transactions

involving the Company’s equity securities, including, puts, calls, collars, forward contracts or other derivative securities concerning

the Company's equity securities. We prohibit such conduct since purchasing such financial instruments or engaging in such

transactions would result in our insiders no longer being exposed to the full risks of ownership of the Company’s equity securities,

which may weaken the alignment of our insiders with the objectives of the Company’s stockholders. Additionally, our directors, NEOs

and all other insiders may not pledge or hold their Company equity securities in a margin account.

Clawback Policies

Our Company has a Compensation Adjustment and Recovery Policy for our NEOs. Pursuant to this policy (commonly referred to as a

clawback policy), our NEOs are subject to a compensation clawback (with a three-year look-back period) that requires reimbursement

of any bonus or incentive compensation (as well as the cancellation of unvested, restricted or deferred equity awards) in the event of

officer misconduct that was a material factor causing a restatement of the Company’s financial statements.

COMPENSATION DISCUSSION AND ANALYSIS

In addition, effective October 2, 2023, the Board approved a new Executive Officer Compensation Recovery Policy (the "Mandatory

Clawback Policy"), that is designed to comply with, and will be interpreted pursuant to, Section 10D of the Exchange Act and the

applicable rules of Nasdaq. Under the Mandatory Clawback Policy, in the event of an accounting restatement due to the Company's

material noncompliance with any financial reporting requirement under applicable securities laws, including required accounting

restatements to correct a material error in previously issued financial statements, or that would result in a material misstatement if the

error were corrected in the current period or left uncorrected in the current period, the Company must recover erroneously awarded

performance-based compensation previously paid to the Company's executive officers pursuant to the terms of the Mandatory

Clawback Policy. The Company is prohibited from indemnifying any executive officer (current or former) against the loss of

erroneously awarded performance-based compensation and from paying or reimbursing any executive officer for the cost of

insurance to cover any such loss.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Compensation of Named Executive Officers

The “Summary Compensation Table” set forth below should be read in connection with the tables and narrative descriptions that

follow. The “Grants of Plan-Based Awards Table”, and the description of the material terms of the non-qualified options and restricted

stock awards granted in 2024 that follow it, provide information regarding the long-term equity incentives awarded to NEOs in 2024

that are also reported in the “Summary Compensation Table”. The “Outstanding Equity Awards at Fiscal Year End Table” and “Option

Exercises and Stock Vesting Table” provide further information on the NEOs’ potential realizable value and actual value realized with

respect to their equity awards.

We did not have any pension plans, non-qualified deferred compensation plans or severance, retirement, termination, written or

unwritten constructive termination or change in control arrangements for any of our NEOs for the year ended December 31, 2024.


Name and Principal Position(2)	Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards(1) ($)	Non-Equity Incentive Plan Compensation ($) (3)	All Other Compensation (4) ($)	Total ($)
Gary D. Fields Chief Executive Officer	2024	790,385	—	2,220,495	607,314	478,022	52,418	4,148,634
	2023	745,192	—	2,240,116	562,500	1,421,143	37,834	5,006,785
	2022	720,192	144,343	1,108,912	419,259	962,283	46,473	3,401,462
Rebecca A. Thompson VP, Finance, Chief Financial Officer and Treasurer	2024	403,269	—	457,277	125,117	152,048	42,605	1,180,316
	2023	369,231	—	448,053	112,496	478,504	38,887	1,447,171
	2022	341,154	—	228,312	86,312	296,291	35,793	987,862
Matthew J. Tobolski President and Chief Operating Officer	2024	503,548	—	579,635	162,514	203,000	48,975	1,497,672
Stephen E. Wakefield VP, Executive Vice-President of AAON, Inc. (an Oklahoma Corp.)	2024	398,654	—	377,593	103,258	150,293	46,893	1,076,691
	2023	327,115	—	313,501	78,785	409,057	41,116	1,169,574
	2022	312,115	—	205,474	77,681	280,453	36,096	911,819
David E. Benson VP, BASX President	2024	407,665	—	356,824	100,008	153,690	39,854	1,058,041


(1)	See discussion of assumptions made in valuing these awards in the notes to our financial statements. The values reflect grant date fair value of awards. Compensation costs are recognized for options, performance share units and restricted stock awards over their requisite service period.
(2)	Mr. Tobolski was promoted from BASX President and Co-Founder to President and Chief Operating Officer, effective January 1, 2024. Mr. Benson was promoted from BASX Chairman and Co-Founder to VP and BASX President, effective January 1, 2024.
(3)	All amounts relate to our Annual Cash Incentive Bonus Plan and are accrued at December 31st and paid in March of the following year. See details in the above discussion under Annual Cash Incentive Bonuses.
(4)	All Other Compensation consists of the following amounts:


Name	Year	Match under 401(k) Plan (a)	Match to Health Savings Account (HSA) (b)	Life Insurance Premiums (c)	Executive Physicals(d)	Other Bonuses (e)
Gary D Fields	2024	$36,225	$5,918	$1,428	$—	$8,847
Rebecca A. Thompson	2024	$36,225	$2,641	$1,428	$—	$2,311
Matthew J. Tobolski	2024	$36,225	$6,336	$1,444	$4,970	$—
Stephen E. Wakefield	2024	$36,225	$5,281	$1,428	$—	$3,959
David E. Benson	2024	$32,736	$7,118	$—	$—	$—


(a)	Represents matching contributions to the Company's 401(k) Plan by AAON.
(b)	Represents matching contributions by AAON to the employee's Health Savings Account.
(c)	Represents company-paid life insurance premiums.
(d)	Represents reimbursement of cost for executive physicals.
(e)	Represents dividend payments on restricted stock that vested.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Grants of Plan-Based Awards

We award stock incentives to key employees and the NEOs either on the initial date of employment or due to performance incentives

throughout the year. The 2024 grants to NEOs are reported in the table below. All share numbers and prices have been adjusted to

reflect stock splits.


		Estimated Future Payouts under Non-Equity Incentive Plan Awards (2)			Estimated Future Payouts under Equity Incentive Plan Awards			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 ($/sh)	Grant Date Fair Value of Stock/ Option Awards ($) (1)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock/ Option Awards ($) (1)
Gary D. Fields	3/11/24				7,552	15,104	30,208				1,604,649
	3/11/24							7,812			615,846
	3/11/24								22,338	79.73	607,314
	1/01/24	273,868	829,904	1,659,808
Rebecca A Thompson	3/11/24				1,556	3,111	6,222				330,513
	3/11/24							1,608			126,764
	3/11/24								4,602	79.73	125,117
	1/01/24	86,501	262,125	524,250
Matthew J. Tobolski	3/11/24				1,964	3,927	7,854				417,204
	1/01/24							2,226			162,431
	1/01/24								7,215	73.87	162,514
	1/01/24	116,320	352,484	704,967
Stephen E. Wakefield	3/11/24				1,284	2,568	5,136				272,824
	3/11/24							1,329			104,769
	3/11/24								3,798	79.73	103,258
	1/01/24	85,511	259,125	518,250
David E. Benson	3/11/24				1,209	2,417	4,834				256,782
	1/01/24							1,371			100,042
	1/01/24								4,440	73.87	100,008
	1/01/24	87,444	264,982	529,965


(1)	The grant date fair value of the stock awards is calculated in accordance with ASC Topic 718.
(2)	Reflects amounts that could be earned pursuant to our annual cash incentive bonus plan. The plan provides that our NEOs may receive annual awards based on the performance of the Company measured by net sales and operating profit and individual performance during the relevant fiscal year. Company targets and individual goals are established annually by the Compensation Committee. The Compensation Committee established annual target awards for each officer expressed as a percentage of their base salaries. The actual amounts earned by the NEOs in 2024 under the plan and paid in 2025 are set forth under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table for 2024 above.

The aggregate grant date fair value as determined under FASB ASC Topic 718, Compensation - Stock Compensation, for 2024 with

respect to options, restricted stock awards and PSUs granted to the NEOs is shown in the “Summary Compensation Table”. The

“Grants of Plan-Based Awards Table” provides additional detail regarding the options, restricted stock awards and PSUs granted to

NEOs in 2024 including the exercise price and PSU payout levels.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

A discussion of 2024 salaries, bonuses and long-term incentive awards is included in “Executive Compensation”.

NEOs are not separately entitled to receive dividend equivalent rights with respect to each stock option; however, dividends are paid

for restricted stock awards (retroactively upon vesting). Each non-qualified stock option award described in the “Grants of Plan-Based

Awards Table” above expires on the tenth anniversary of its associated grant date and vests in equal installments over three years.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Restricted stock awards vest in equal installments over the course of three years. Restricted stock awards granted to Gary D. Fields

vest over a three, two or one-year period (in the case of awards relating to his service as a director). In the case of awards relating to

his service as an officer restricted stock awards vested over three years.

The PSUs vest based on the level of achievement with respect to the Company's TSR benchmarked against similar companies

included in the capital goods sector of the S&P SmallCap 600 Index. The TSR measurement period is three years. At the end of the

measurement period, each award will be converted into AAON common stock at 0% to 200% of the PSU held.

The following tables present information regarding outstanding equity awards as of December 31, 2024:

Option Awards:


Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Expiration Date
Gary D. Fields	—	12,912	29.48	3/11/30
	—	11,790	31.69	5/12/30
	47,191	—	48.91	3/11/31
	28,562	14,281	36.13	3/15/32
	10,656	21,312	62.04	3/6/33
	—	22,338	79.73	3/11/34
Rebecca A. Thompson	9,350	—	24.63	1/02/28
	91,500	—	27.58	3/11/29
	33,252	8,313	29.48	3/11/30
	13,482	—	48.91	3/11/31
	5,880	2,940	36.13	3/15/32
	2,132	4,262	62.04	3/6/33
	—	4,602	79.73	3/11/34
Matthew J. Tobolski	—	7,215	73.87	1/1/34
Stephen E. Wakefield	—	12,696	29.48	3/11/30
	—	2,646	36.13	3/15/32
	—	2,984	62.04	3/6/33
	—	3,798	79.73	3/11/34
David E. Benson	—	4,440	73.87	1/1/34

Stock Awards:


Name	Number of Unearned Shares That Have Not Vested (1)	Market Value of Shares of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (2)	Equity Incentive Plan Awards: Market Value of Shares of Stock That Have Not Vested ($)
Gary D. Fields	19,226	2,262,516	80,460	9,468,533
Rebecca A. Thompson	4,225	497,198	16,447	1,935,483
Matthew J. Tobolski	2,226	261,956	3,927	462,129
Stephen E. Wakefield	3,784	445,301	13,777	1,621,277
David E. Benson	1,371	161,339	2,417	284,433

COMPENSATION OF NAMED EXECUTIVE OFFICERS


(1)	Represents RSAs that have not vested. RSAs vest three years from the date of grant, at which time the grantee is entitled to receive one share of our common stock for each vested RSA, plus accrued dividends. RSAs accrue dividends from the date of grant through the vesting date. RSAs granted to Gary D. Fields in his capacity of a Director vest over his remaining term as a Director. RSAs are scheduled to vest as set forth in the table below.
(2)	Represents PSUs that have not vested. PSUs vest three years from the date of grant, at which time the holder is entitled to receive a percentage (0 to 200 percent) of the PSUs granted based on our TSR over the three-year performance period, compared with the TSR of the peer group. One share of our common stock is payable in respect of each PSU granted that becomes vested. The number of PSUs represented and their corresponding market value is based on 196.4% achievement at December 31, 2024 for awards vesting in 2025; target payout of 100.0% for awards vesting in 2026, 2027 and 2028. PSUs are scheduled to vest as set forth in the table below.


Restricted Stock Vesting Schedule:
Name	# of Shares	Vesting Date
Gary D. Fields	3,111	on March 6, 2025
	3,474	on March 11, 2025
	3,939	on March 15, 2025
	383	on May 12, 2025
	3,111	on March 6, 2026
	2,604	on March 11, 2026
	2,604	on March 11, 2027
Rebecca A. Thompson	622	on March 6, 2025
	1,097	on March 11, 2025
	812	on March 15, 2025
	622	on March 6, 2026
	536	on March 11, 2026
	536	on March 11, 2027
Matthew J. Tobolski	742	on January 1, 2025
	742	on January 1, 2026
	742	on January 1, 2027
Stephen E. Wakefield	435	on March 6, 2025
	1,298	on March 11, 2025
	730	on March 15, 2025
	435	on March 6, 2026
	443	on March 11, 2026
	443	on March 11, 2027
David E. Benson	457	on January 1, 2025
	457	on January 1, 2026
	457	on January 1, 2027

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Performance Unit Vesting Schedule:


Name	# of Shares	Vesting Date
Gary D. Fields	45,480	on March 15, 2025
	19,876	on March 15, 2026
	15,104	on March 15, 2027
Rebecca A. Thompson	9,362	on March 15, 2025
	3,974	on March 15, 2026
	3,111	on March 15, 2027
Matthew J. Tobolski	3,927	on March 15, 2027
Stephen E. Wakefield	8,427	on March 15, 2025
	2,782	on March 15, 2026
	2,568	on March 15, 2027
David E. Benson	2,417	on March 15, 2027

The following table presents information regarding the exercise of stock options and vesting of stock by NEOs during 2024.


Name	Option Awards		Stock Awards
Name	Number of Shares Exercised (#)	Valued Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Valued Realized on Vesting ($)
Gary D. Fields	127,008	12,930,583	12,768	1,030,003
Rebecca A. Thompson	18,500	1,729,500	2,941	237,483
Matthew J. Tobolski	—	—
Stephen E. Wakefield	54,601	4,692,676	4,188	336,445
David E. Benson	—	—

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-

K, we are providing the following information concerning the relationship of the annual total compensation of our employees and the

annual total compensation of Mr. Gary D. Fields, our CEO. For 2024, our last completed fiscal year:

•the median of the annual total compensation of all employees of our Company (excluding our CEO) was $61,661; and

•the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy

Statement, was $4,148,634.

Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation to all

other employees for 2024 was 67.3 to 1.

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation

of our median employee and our CEO, we took the following steps:

1.We determined that, as of December 31, 2024, our employee population consisted of approximately 4,653 individuals with

all of these individuals located within the United States (as reported in Item 1, Business, in our Annual Report on Form 10-K

filed with the Securities and Exchange Commission on February 27, 2025 (our “Annual Report”)). This population consisted

of our full-time, part-time and temporary employees.

a.We used December 31, 2024 for our determination date for ease of reconciling data back to tax and payroll

records.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

2.To identify the “median employee” from our employee population, we compared the amount of salary, wages, 401(k)

contributions and HSA contributions as reflected in our payroll records as reported to the Internal Revenue Service on Form

W-2 for 2024.

a.Based on our particular facts and circumstances, we determined annualizing the total compensation of our

permanent partial-year employees would not reasonably reflect the annual compensation of our employee

population. As a result, we did not annualize the total compensation of our permanent employees who worked less

than all of 2024 and therefore excluded such partial-year employees from the employee population utilized in our

calculations.

Since we historically widely distribute annual equity awards to all levels of our employees, such awards were included in our

compensation measure.

1.We identified our median employee using this compensation measure, which was consistently applied to all of our

employees included in the calculation. Since all of our employees (including our CEO) are located in the United States, we

did not make any cost-of-living adjustments in identifying the median employee.

2.After identifying our median employee, we combined all of the elements of such employee’s compensation for 2024 in

accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of

$61,661. The difference between such employee’s wages and the employee’s annual total compensation represents the

estimated value of such employee’s 401(k) matching contributions, HSA matching contributions, and equity awards.

For the annual total compensation of our PEO, we use the amount reported in the “Total” column of our 2024 Summary

Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.

Pay Versus Performance

The following table sets forth information concerning the compensation of our PEO and other NEOs for each of the fiscal years ended

December 31, 2024, 2023, 2022, 2021 and 2020 and our financial performance for each such fiscal year. The table includes a

calculated value titled "compensation actually paid" ("CAP"), the majority of which has in fact not been earned or paid and reflects

updated values of outstanding equity awards that are still subject to vesting, and in some cases, performance requirements.


Year	Summary Compensation Table total for PEO ($)	Compensation actually paid to PEO ($)	Average summary compensation total for non- PEO NEOs ($)	Average compensation actually paid to non-PEO NEOs ($)	Value of initial fixed $100 investment based on:		Net Income ($000s)	Net Sales ($000s)
Year	Summary Compensation Table total for PEO ($)	Compensation actually paid to PEO ($)	Average summary compensation total for non- PEO NEOs ($)	Average compensation actually paid to non-PEO NEOs ($)	Total shareholder return ($)	S&P 600 Capital Goods Industry Group TSR ($)	Net Income ($000s)	Net Sales ($000s)
2024	4,148,634	12,954,361	1,203,180	2,819,029	366.97	225.84	168,559	1,200,635
2023	5,006,785	9,619,347	1,154,361	2,422,754	229.53	191.84	177,623	1,168,518
2022	3,401,462	3,844,215	848,828	733,570	155.24	138.76	100,376	888,788
2021	2,912,108	5,480,646	1,064,856	1,400,334	162.64	145.03	58,758	534,517
2020	2,387,673	6,460,946	1,285,424	3,065,868	135.70	115.68	79,009	514,551

COMPENSATION OF NAMED EXECUTIVE OFFICERS


Year	PEO	Non-PEO NEOs
2024	Gary D. Fields	Rebecca A. Thompson, Matthew J. Tobolski, Stephen E. Wakefield, David E. Benson
2023	Gary D. Fields	Rebecca A. Thompson, Stephen E. Wakefield, Gordon D. Wichman, Robert P. Teis
2022	Gary D. Fields	Rebecca A. Thompson, Stephen E. Wakefield, Larry G. Stewart, Gordon D. Wichman, Casey R. Kidwell
2021	Gary D. Fields	Norman H. Asbjornson, Scott M. Asbjornson, Rebecca A. Thompson, Stephen E. Wakefield, Larry G. Stewart
2020	Gary D. Fields	Norman H. Asbjornson, Scott M. Asbjornson, Rebecca A. Thompson, Stephen E. Wakefield

The tables below provide the adjustments made to the Summary Compensation Table ("SCT") total compensation to arrive at the

CAP for the PEO and the average for the Non-PEO NEOs.

The PEO calculation of CAP:


	SCT total compensation	Deduction from SCT total for equity awards	Additions to SCT total for equity awards	Compensation actually paid
2024	$4,148,634	$(2,827,809)	$11,633,536	$12,954,361
2023	5,006,785	(2,802,616)	7,415,178	9,619,347
2022	3,401,462	(1,528,171)	1,970,924	3,844,215
2021	2,912,108	(1,437,328)	4,005,866	5,480,646
2020	2,387,673	(1,310,542)	5,383,815	6,460,946

The following details the sources of the CAP additions related to the PEO's Equity Awards:


	Fair value of equity awards reported in SCT for applicable year	Fair value of equity awards granted in applicable year at year end	Change in fair value of unvested equity awards from prior years	Change in fair value of vested equity awards from prior years	Fair value of equity awards forfeited during the covered year	Dividends paid	Total Adjustments
2024	$(2,827,809)	$5,157,950	$5,859,318	$607,442	$—	$8,826	$8,805,727
2023	(2,802,616)	3,309,701	3,566,691	531,390	—	7,396	4,612,562
2022	(1,528,171)	2,760,769	(500,273)	(294,512)	—	4,940	442,753
2021	(1,437,328)	1,633,142	1,944,716	424,930	—	3,078	2,568,538
2020	(1,310,542)	2,678,303	2,088,973	614,783	—	1,756	4,073,273

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The Non-PEO NEOs calculation of CAP:


	SCT total compensation	Deduction from SCT total for equity awards	Additions to SCT total for equity awards	Compensation actually paid
2024	$1,203,180	$(565,557)	$2,181,406	$2,819,029
2023	1,154,361	(438,525)	1,706,918	2,422,754
2022	848,828	(271,436)	156,178	733,570
2021	1,064,856	(464,911)	800,389	1,400,334
2020	1,285,424	(666,094)	2,446,538	3,065,868

The following details the sources of the CAP additions related to the PEO's Equity Awards:


	Fair value of equity awards reported in SCT for applicable year	Fair value of equity awards granted in applicable year at year end	Change in fair value of unvested equity awards from prior years	Change in fair value of vested equity awards from prior years	Fair value of equity awards forfeited during the covered year	Dividends paid	Total Adjustments
2024	$(565,557)	$1,063,661	$877,991	$238,179	$—	$1,575	$1,615,849
2023	(438,525)	520,978	945,328	237,614	—	2,998	1,268,393
2022	(271,436)	491,969	(139,312)	(79,925)	(117,768)	1,214	(115,258)
2021	(464,911)	478,526	420,880	11,506	(111,693)	1,170	335,478
2020	(666,094)	1,680,209	601,986	163,694	—	649	1,780,444

All fair value calculations were performed in accordance with the provisions of FASB ASC Topic 718 and consistent with the methods

utilized to calculate grant date fair values as disclosed in Note 15 - Share-Based Compensation to our consolidated financial

statements in our Annual Report on Form 10-K for the year ended December 31, 2024. Non-qualified stock option fair values are

calculated based on the Black-Scholes option pricing model. Adjustments have been made using our stock price as of each

measurement date and updated assumptions for expected term, volatility, dividend yield and interest rates. Restricted stock award

adjustments have been made using our stock price as of each measurement date and updated assumptions for interest rates and

dividend yield and accrued dividends for vesting restricted stock awards. For PSUs, adjustments at each measurement date have

been made based on the expected level of achievement with respect to the Company's TSR benchmarked against the S&P 600

Capital Goods Industry Group.

Narrative to Pay Versus Performance Table

For the year ending December 31, 2024, the most important financial performance measures used to link compensation actually paid

to our NEOs to Company performance were net sales, operating profit and our TSR. Our NEO's target total compensation is tied to

performance goals aligned with our stockholders' interest. The majority of target compensation was weighted toward long-term equity

performance and time-based awards and the financial performance metric was TSR. The short-term incentive program's funding

metrics are net sales and operating profit.

The graphs below depict the relationship between compensation actually paid and the Company's cumulative total shareholder

return, net income, net sales and operating profit:

PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

Proposal No. 3 - Advisory Vote on Executive Compensation

Our Board is asking our stockholders to vote, on an advisory basis, to approve the compensation of our NEOs, as disclosed in this

Proxy Statement in accordance with SEC rules and Section 14A of the Exchange Act. We recognize the interest our stockholders

have in the compensation of our executives and this proposal gives us the opportunity to obtain the views of stockholders on the

effectiveness of our executive compensation program. This vote is not intended to address any specific item of compensation, but

rather concerns the overall compensation of our NEOs, and the policies and practices described in this Proxy Statement. Because

this vote is advisory, it is therefore not binding on the Company. However, the Board and the Compensation Committee value the

opinions of our stockholders and will consider our stockholders’ views, including what, if any, actions may be appropriate to address

any concerns identified through the advisory vote.

Say-On-Pay

At the Company’s 2022, 2023 and 2024 annual meetings of stockholders, approximately, 95.0%, 93.6% and 96.8%, respectively, of

the votes cast, supported the Company’s say-on-pay proposal. As noted above, our Board has decided to conduct say-on-pay votes

every year following our 2020 Annual Meeting so that our stockholders may express their views on our executive compensation

program on an annual basis.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, the Board recommends

that the stockholders approve the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as

disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure

rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary

Compensation Table and the other related tables and disclosures.”

Vote Required

Approval of Proposal No. 3 will require the affirmative vote of a majority of the votes cast on the proposal. Accordingly, abstentions

and broker non-votes will have no effect on the outcome of the vote on this proposal.

Recommendation of the Board:

The Board unanimously recommends that stockholders vote FOR Proposal No. 3.

TRANSACTIONS WITH RELATED PERSONS

Transactions with Related Persons

The following represents a summary of transactions with related persons throughout Fiscal Year 2024 in accordance to our Code of

Business Conduct and Ethics:


Related Party	Nature of Business Transaction	Amounts*
Fields Mechanical Systems(1)	Sales and Purchases	Total Sales: $9.7 million Total Purchases: $0.1 million
Norman H. Asbjornson(2)	Sales and Purchases	Total Sales: $— million Total Purchases: $0.1 million
Kvichak Lodge(3)	Purchases	Total Purchases: $0.2 million
N25VR, LLC(4)	Purchases	Total Purchases: $1.1 million


(1)	The Company sells products to Fields Mechanical Systems, which is owned by the brother of our CEO, Gary Fields. This entity is also one of the Company's independent sales representatives and as such, the Company makes payments to the entity for third party products, which are reflected in our financial statement as amounts Due to Representatives. The Company had $1.1 million in outstanding receivables from Fields Mechanical Systems at December 31, 2024.
(2)	The Company sometimes makes sales to Norman Asbjornson and makes payments to Mr. Asbjornson related to a consulting agreement. The Company had no amounts due to Mr. Asbjornson at December 31, 2024.
(3)	The Company made payments to Kvichak Lodge, a hunting and fishing lodge in Alaska, which is partially owned by Mr. Fields, CEO, for various Company meetings.
(4)	The Company leases flight time of an aircraft partially owned by our current President, Matt Tobolski, and Vice President, Dave Benson.
*	Amounts of "$— million" are less than one hundred thousand dollars.

Our Code of Business Conduct and Ethics guides the Board in its actions and deliberations with respect to related party transactions.

Under the Code, conflicts of interest, including any involving the directors or any NEOs, are prohibited except under any guidelines

approved by the Board. Only the Board may waive a provision of the Code of Business Conduct and Ethics for a director or a NEO,

and only then in compliance with all applicable laws, rules and regulations.

STOCKHOLDERS PROPOSALS FOR 2025 ANNUAL MEETING

Stockholder Proposals For 2026 Annual Meeting

Stockholder proposals intended to be presented at the 2026 Annual Meeting and to be included in our Proxy Statement must be

received at our executive offices, 2425 South Yukon Avenue, Tulsa, Oklahoma 74107, no later than December 3, 2025.

However, a stockholder who otherwise intends to present business at the 2026 Annual Meeting of stockholders, including

nominations of persons to our Board of Directors, must also comply with the requirements set forth in our Bylaws. The procedures in

the Bylaws provide, among other things, that to bring business before an annual meeting or to nominate a person for our Board of

Directors, a stockholder must give written notice that complies with the Bylaws to the Secretary of AAON not less than 90 days nor

more than 120 days in advance of the anniversary date of the immediately preceding annual meeting. Thus, a notice of a stockholder

proposal or nomination for the 2026 Annual Meeting of stockholders, submitted other than pursuant to Rule 14a-8 of the Exchange

Act, as amended, will be untimely if given before January 21, 2025 or after February 20, 2025.

AAON, INC.

Annual Meeting of Stockholders

May 13, 2025 10:00 AM

This proxy is solicited by the Board of Directors

The undersigned stockholder of AAON, Inc., a Nevada corporation, hereby constitutes and appoints Luke A. Bomer and Gary D. Fields, and each of them, with full power of

substitution, as attorneys and proxies to appear and vote all shares of stock of the Company standing in the name of the undersigned, at the Annual Meeting of Stockholders of the

Company to be held at 203 Gum Springs Road, Longview, Texas 75602, on Tuesday, May 13, 2025, at 10:00 A.M. (Local Time), and at any adjournment thereof, with all powers

that the undersigned would possess if personally present, hereby revoking all previous proxies.

This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted in accordance with the Board

of Directors' recommendations.

Address Change:

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board of Directors recommends a vote

FOR All Nominees in Proposal 1:

For

Against

Abstain

1. Election of Directors for a term ending in 2028:

1a. A.H. McElroy, II

1b. Bruce Ware

The Board of Directors recommends a vote

FOR Proposal 2:

For

Against

Abstain

2. Proposal to ratify the selection of Grant

Thornton LLP as our independent registered

public accounting firm for the year ending

December 31, 2025.

The Board of Directors recommends a vote

FOR Proposal 3:

For

Against

Abstain

3. Proposal to approve, on an advisory basis, a

resolution on the compensation of AAON's named

executive officers as set forth in the Proxy

Statement.

Note: Such other business as may properly come

before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other

fiduciary,

please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or

partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date


☐		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


☑		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


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a)
Column	(a)	(b)	(c)
Equity compensation plans approved by security holders (1)	2,957,871	39.82	2,714,799
Equity compensation plans not approved by security holders (2)	—	—	—
Total	2,957,871	39.82	2,714,799


(1)	Consists of shares covered by stock options granted under the 2007 LTIP, as amended, the 2016 Incentive Plan, as amended and the 2024 Incentive Plan. The stock options outstanding as of December 31, 2024 have a weighted-average remaining term of 5.62 years.
(2)	We do not maintain any equity compensation plans that have not been approved by the stockholders.