DEF 14A

What we do:

What we don’t do:

✓ Grant performance-based equity incentive awards to our named executive officers (“NEOs”).

✓ Maintain a clawback policy that applies to our incentive-based compensation.

✓ Review NEO compensation annually, with the review conducted by our Compensation Committee that consists solely of independent directors.

✓ Retain an independent compensation consultant.

✓ Maintain stock ownership guidelines requiring our CEO to hold an aggregate amount of vested and unvested Company equity that equals or exceeds six times his annual base salary.

✓ Maintain a minimum vesting period of one year for all equity awards.

x No excise tax gross-up.

x No supplemental company- paid retirement benefits.

x No repricing of stock options without stockholder approval.

x No granting of discounted or reload stock options.

x No guaranteed annual salary increases or bonuses.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

PGT INNOVATIONS, INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

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

Payment of Filing Fee (Check all boxes that apply):



☒		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.

LOGO

DEAR FELLOW STOCKHOLDERS

You are cordially invited to attend the annual meeting of stockholders of PGT Innovations, Inc., (“PGTI” or “Company”) which will take place virtually at www.virtualshareholdermeeting.com/PGTI2023 on Tuesday, June 20, 2023 at 2:00 p.m. eastern time. Details of the business to be conducted at the annual meeting are given in the Notice of Annual Meeting of Stockholders and Proxy Statement

We achieved continued strong growth in 2022, reporting record sales despite many challenges across the U.S. economy, including the impacts of Hurricane Ian on our business operations. Our 2022 performance is a credit to the exceptional dedication of our approximately 5,500 team members, who have responded to these unprecedented times with unwavering perseverance, inspiring fortitude, and extraordinary resourcefulness. On a daily basis, this team goes above and beyond to serve our customers – both internal and external, to lead through challenges, and to support each other in our mission to thrive. We are continuously amazed by and grateful for the dedication our team has to living out the spirit and culture of PGTI.

Our Board of Directors and management team strive to deliver long-term value to our stockholders as evidenced by our compound average annual growth rate in net sales of 24%, and gross profit of 25% over the past 10 years. In 2022 we completed the acquisition of Martin Door Holdings, Inc., a leading custom manufacturer of premium overhead garage doors, which will allow us to expand into an adjacent building products category, add premium garage doors to our product portfolio, broaden our geographic footprint and brand presence, while creating cross selling opportunities for both companies. We also demonstrated our financial strength and our commitment to deploy our free cash flow by announcing a $250 million share repurchase plan through February 3, 2026.

Your vote is important to us, and we urge you to read this proxy statement as we ask for your voting support on the items described in the following pages. On behalf of the entire Board of Directors and executive management team, thank you for your continued investment in and support of PGT Innovations, Inc.

Sincerely,




Jeffrey T. Jackson President and Chief Executive Officer		Rodney Hershberger Chair of the Board

Notice of 2023 Annual

Meeting of Stockholders


AGENDA ITEM		BOARD RECOMMENDATION		FOR MORE INFORMATION	2023 Annual Meeting of Stockholders June 20, 2023 2:00 p.m. Eastern Time Virtual Meeting via Live Webcast www.virtualshareholdermeeting.com/ PGTI2023
1.	To elect four members of our Board of Directors, each to hold office for a three-year term or until such director’s successor shall have been duly elected or qualified (or, if earlier, such director’s removal or resignation from our Board of Directors).	✓	FOR (all four nominees)	Page 17
2.	Advisory vote to Approve PGTI’s executive compensation (say-on-pay).	✓	FOR	Page 28
4.	Ratification of appointment of Ernst & Young LLP as PGTI’s independent registered public accounting firm for our 2023 fiscal year.	✓	FOR	Page 58
Note: We also will consider any other matters that may properly be brought before the Annual Meeting (and any postponements or adjournments of the Annual Meeting). As of the date of this proxy statement (“2023 Proxy Statement” or “Proxy Statement”), we have not received notice of any such matters.

HOW TO VOTE

Our Board of Directors has set April 24, 2023 as the record date for the 2023 annual meeting of stockholders (the “2023 Annual Meeting of Stockholders” or the “Annual Meeting”). This means that holders of record of our common stock at the close of business on that date are entitled to receive the notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

At the Virtual Meeting

At the Annual Meeting at

www.virtualshareholdermeeting.com/PGTI2023

Telephone

Instructions provided in the Notice of Internet Availability

Mail

Please mail your completed proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

Internet

Instructions provided in the Notice of Internet Availability

Your vote is important. Please vote as promptly as possible.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be held on June 20, 2023: Copies of the Proxy Statement and of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available by visiting the following website: www.proxydocs.com/PGTI.

Notice

We are first distributing to our stockholders a notice of Internet availability (the “Notice of Internet Availability” or “Notice”) of the proxy materials (the “Proxy Materials”) on or about April 28, 2023. This Notice informs our stockholders how to access our Proxy Statement and our 2022 Annual Report on Form 10-K, and how to vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of the Proxy Materials. We also encourage you to read our 2022 Annual Report on Form 10-K available at www.proxydocs.com/PGTI.

LOGO

Ryan S. Quinn

General Counsel & Corporate Secretary

Table of Contents


	Page
PROXY SUMMARY		1
2023 Annual Meeting of Stockholders		1
Agenda		1
2022 PERFORMANCE HIGHLIGHTS		1
BOARD HIGHLIGHTS		1
Board Overview		2
Experience and Expertise		2
Board and Committee Memberships		2
EXECUTIVE COMPENSATION HIGHLIGHTS		3
STOCKHOLDER VALUE DELIVERED		3
STOCKHOLDER ENGAGEMENT		4
CORPORATE GOVERNANCE		5
Corporate Governance Practices		5
Board of Directors Responsibilities and Structure		5
The Board’s Role in Strategy		5
Board of Directors Leadership and Structure		7
Board of Directors Meetings		7
Director Independence		7
Executive Sessions of Non-Management Directors		8
Corporate Governance Guidelines and Code of Business Conduct and Ethics		8
Assessment of Director Candidates and Required Qualifications		9
Stockholder Recommendations and Nominations for Election to the Board		9
Board Evaluation Process		9
Board Committees and Charters		10
Audit Committee		10
Compensation Committee		11
Governance Committee		11
Finance and Transaction Committee		11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		12
STOCKHOLDER ENGAGEMENT PROCESS		12
Investor Outreach		12
Stockholder Communications with the Board of Directors		12
ENVIRONMENTAL, SOCIAL AND GOVERNANCE APPROACH		13
Environmental Accountability		14
Our People		14
Our Communities		15
Governance		16
PROPOSAL 1 - ELECTION OF DIRECTORS		17
Class II - Directors with Terms Expiring in 2023		18
Continuing Directors		20
Class III - Directors with Terms Expiring in 2024		20
Class I - Directors with Terms Expiring in 2025		23
Election Mechanics		26
Director Compensation		26
Overview of Our Compensation Program for Non-Employee Directors		26
Non-Employee Director Compensation Elements for 2022		26
Director Compensation for 2022		27
PROPOSAL 2 - APPROVAL, ON ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION		28
COMPENSATION COMMITTEE REPORT		29
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS		30
Information Concerning Named Executive Officers		31
Compensation Philosophy and Objectives		32

PGT Innovations 2023 Proxy Statement | Table of Contains i


	Page
Roles and Responsibilities of Compensation Committee, Compensation Consultants and Management in Compensation Determinations		33
Use of Peer Group Data		33
Compensation Governance		34
Prohibition Against Hedging and Pledging		34
Compensation Elements We Used in 2022		35
Annual Base Salary		35
Annual Cash Incentive Plan		36
Long-Term Incentive Plan		38
Executive Benefits and Perquisites		41
Other Compensation		41
Policy on Compensation Tax Deductibility		41
Risk Assessment in Compensation Programs		41
Summary Compensation Table		42
Grants of Plan-Based Awards for 2022		44
Outstanding Equity Awards at Year-End 2022		46
Option Exercises and Stock Vested Table		48
Employment Agreements		48
Summary of Termination Payments and Benefits		49
2022 Annual Incentive Plan		50
2022 Long-Term Incentive Plan		50
Change in Control Agreements		50
EQUITY COMPENSATION PLAN INFORMATION		51
CEO PAY RATIO		52
PAY VERSUS PERFORMANCE		53
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		58
General		58
Change in Independent Registered Public Accounting Firm		58
Principal Accountant Fees and Services		59
Fees Paid to the Principal Accountant		59
AUDIT COMMITTEE REPORT		60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		61
COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT OF 1934		62
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		62
Related-Person Transaction Policy		62
Employment of Family Member		63
INFORMATION ABOUT THE MEETING, VOTING AND PROXIES		63
Date, Time and Place of Meeting		63
Internet Availability of Proxy Materials		63
Record Date, Outstanding Shares and Quorum		63
How to Know if You’re a Stockholder of Record or a Beneficial Owner		64
Required Vote		64
Voting and Revoking Proxies		65
Soliciting Proxies		66
Voting Results		66
Annual Report on Form 10-K and Additional Material		66
“Householding” of Proxy Materials and Annual Reports		66
Stockholder Proposals and Nominations for the 2024 Annual Meeting of Stockholders		67

Table of Contains | PGT Innovations 2023 Proxy Statement ii

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

We have first released this Proxy Statement to PGTI stockholders beginning on April 28, 2023.

2023 ANNUAL MEETING OF STOCKHOLDERS

Date and Time

June 20, 2023 at 2:00 p.m.

Eastern Time

Place

www.virtualshareholdermeeting.com/PGTI2023

Record Date

April 24, 2023

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

AGENDA


Proposal		Board Recommendation		For More Information

1.	Election of four directors	✓	FOR (all nominees)	Page 17

2.	Advisory vote to approve PGTI’s executive compensation (say-on-pay)	✓	FOR	Page 28

3.	Ratification of appointment of Ernst & Young LLP as PGTI’s independent registered public accounting firm for its 2023 fiscal year	✓	FOR	Page 58

2022 Performance Highlights

Despite inflationary pressures on materials, labor cost, supply chain challenges, Hurricane Ian, and a slowing economy due to high interest rates, in 2022, we experienced increases in sales at both our Southeast and Western segments, as we realized pricing actions taken to offset cost inflation and made improvements to our operations resulting in increased capacity. Our sales grew to $1.49 billion in our 2022 fiscal year, an increase of $330 million, or 28.5%, compared to $1.16 billion in 2021.

Board Highlights

Our Board of Directors is committed to maintaining an effective team of directors, which includes a commitment to recruiting and retaining directors who provide a diverse set of skills and expertise. The Governance Committee considers the extent to which director nominees possess the requisite skills and expertise to enable us to respond most appropriately to our stockholders and customers.

PGT Innovations 2023 Proxy Statement | Proxy Summary 1

BOARD OVERVIEW

The following charts reflect the tenure, age and gender of the Board of Directors as of the date of this Proxy Statement:

LOGO

EXPERIENCE AND EXPERTISE

The following chart reflects the experience and expertise of our Board of Directors. These are the skills and qualifications our Board of Directors considers important for our directors in light of our current business and structure.

CURRENT OR FORMER

PUBLIC COMPANY CEO:

3 of 10

INDUSTRY EXPERIENCE

& EXPERTISE:

6 of 10

M&A EXPERTISE:

6 of 10

FINANCIAL MATTERS:

6 of 10

OTHER PUBLIC COMPANY BOARD EXPERIENCE:

7 of 10

BOARD AND COMMITTEE MEMBERSHIPS

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

DIRECTOR

AGE

DIRECTOR
SINCE

PRINCIPAL OCCUPATION

OTHER
PUBLIC
COMPANY
BOARDS

INDEPENDENT

AUDIT⁽¹⁾

COMPENSATION⁽¹⁾

GOVERNANCE⁽¹⁾

FINANCE AND
TRANSACTION⁽¹⁾

Xavier F. Boza

2021

Chief Human Resources Officer of Flex Ltd.

●

Alexander R. Castaldi

2004

Former Managing Director of JLL Partners, Inc.

●

William J. Morgan

2007

Former Partner of KPMG LLP

●

Richard D. Feintuch

2006

Former Partner of Wachtell, Lipton, Rosen & Katz

●

Jeffrey T. Jackson

2016

President and CEO of PGT Innovations, Inc.

Brett N. Milgrim

2003

Former Managing Director of JLL Partners, Inc.

●

Frances Powell Hawes

2019

Former Chief Financial Officer of Grant Prideco, Inc.

●

Sheree L. Bargabos

2016

Former President of Owens Corning, Roofing and Asphalt division

●

Rodney Hershberger

2004

Former Chief Executive Officer of PGT Innovations, Inc.

Floyd F. Sherman

2005

Former Chief Executive Officer of Builders FirstSource, Inc.

●

Number of Board meetings in fiscal 2022

(1)	“C” indicates a committee chair.

Proxy Summary | PGT Innovations 2023 Proxy Statement 2

Executive Compensation Highlights

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

Stockholder Value Delivered

COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN

AMONG PGT INNOVATIONS, INC., THE NYSE COMPOSITE INDEX, THE SPDR S&P

HOMEBUILDERS ETF AND THE S&P 500 BUILDING PRODUCTS INDEX

LOGO

Returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns. This graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filings under the Securities Act or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

PGT Innovations 2023 Proxy Statement | Proxy Summary 3

Stockholder Engagement

At PGTI, we strive to engage with stockholders on a consistent basis so as to better understand their perspectives and concerns. We have held Analyst & Investor Days, conducted investor outreach programs and have direct communication channels between stockholders and the Board of Directors. We engage with our stockholders throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are: financial results, financial outlook, environmental, social and governance matters, corporate strategy and priorities, key initiatives across various business lines, our balance sheet and capital allocation philosophy. Stockholders may at any time communicate with any of our directors by emailing us at rquinn@pgtinnovations.com.

See the Stockholder Engagement Process discussion in the Corporate Governance section on page 12 of this Proxy Statement for more details about our stockholder engagement programs.

Proxy Summary | PGT Innovations 2023 Proxy Statement 4

Corporate Governance

Corporate Governance Practices

PGTI is committed to good corporate governance that aligns with stockholder interests. We maintain numerous policies and practices that demonstrate this commitment, including the following:



Board Practices, Composition, Accountability and Independence				Alignment with Stockholder Interests
• 80% of our directors are independent. • Separate CEO and Chair roles. • “Plurality Plus” vote for director elections. • 30% of directors are gender or racially/ethnically diverse. • Annual Board and committee evaluations. • Written Governance Guidelines clearly defining the role of the Board of Directors.				• One vote per share. • Not a controlled company. • Stock ownership guidelines for CEO. • Mandatory retirement age for directors.

Board of Directors Responsibilities and Structure

ROLES

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



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

The Board’s Role in Strategy

BOARD ROLE IN RISK OVERSIGHT

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to enhance long-term organizational performance and stockholder value. A fundamental part of risk management is not only understanding the risks we face, how those risks may evolve over time, and what steps management is taking to manage and mitigate those risks, but also understanding what level of risk tolerance is appropriate for us.

Senior management is responsible for the day-to-day management of the risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board of Directors regularly reviews information regarding

PGT Innovations 2023 Proxy Statement | Corporate Governance 5

cybersecurity, operations, finance and business development as well as the risks associated with each. While our Board of Directors is ultimately responsible for risk oversight, committees of our Board of Directors also have been allocated responsibility for specific aspects of risk oversight. In particular, the Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, cybersecurity, risk assessment and risk management. Our Board of Directors and the Audit Committee regularly discuss with management the Company’s major risk exposures, their potential financial impact on the Company, and the steps taken to monitor and control those risks. The Compensation Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks arising from our compensation policies and programs. The Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the risks associated with board organization, membership and structure, ethics and compliance, succession planning for our directors and senior management, environmental and social matters, and corporate governance.

We believe the current leadership structure of the Board of Directors supports the risk oversight functions described above by providing independent leadership at each of the Audit Committee, Compensation Committee and Governance Committee levels with ultimate oversight by the full Board.

BOARD OVERSIGHT

•

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

•

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

Corporate Governance | PGT Innovations 2023 Proxy Statement 6

Board of Directors Leadership and Structure

Mr. Hershberger serves as Chair of our Board of Directors (“Chair”) and is the Company’s former Chief Executive Officer. Mr. Hershberger retired effective as of December 31, 2017. Mr. Jackson serves as both a director and the Company’s President and Chief Executive Officer. Our Board of Directors has not designated a lead independent director. Our Board of Directors believes that currently there are several important advantages for the Company having the position of Chair held by the retired, former Chief Executive Officer. Mr. Hershberger is especially familiar with the Company’s business and industry, and is capable of assisting the Board in evaluating strategic priorities and discussing execution of strategy. The Board of Directors periodically reviews such leadership structure.

Our independent directors bring experience, oversight and expertise from outside the Company and its industry, while Mr. Hershberger and Mr. Jackson bring Company-specific experience and expertise. Our Board of Directors believes that the role of Chair being held by our retired, former Chief Executive Officer facilitates information flow between management and our Board of Directors, which is essential for effective governance. Our Board of Directors also believes that having a director position filled by a member of the Company’s executive management, specifically the role of President and Chief Executive Officer, adds additional industry and Company-specific experience and expertise and further enhances our Board of Directors’ ability to obtain information and evaluate the effectiveness of the Company’s leadership and operating strategies, and allows Mr. Jackson to serve as a bridge between management and our Board of Directors.

Board of Directors Meetings

The Board of Directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time, as appropriate. The Board of Directors held nine meetings during our fiscal 2022.

ATTENDANCE AT BOARD OF DIRECTORS AND COMMITTEE MEETINGS

Pursuant to our Policy on Director Attendance at the Annual Meeting of Stockholders, which can be obtained without charge in the “Investor Relations” section of our Company website at www.pgtinnovations.com in the section titled “Corporate Governance,” all directors are strongly encouraged to attend each of our annual meetings of stockholders. Any director who is unable to attend an annual meeting of stockholders is expected to notify the Chair of our Board of Directors in advance of such meeting. Eight members of our Board of Directors participated in our 2022 annual meeting of stockholders.

For 2022, each of our directors attended 88% or more of the aggregate of all meetings of our Board of Directors and its committees on which he or she served.

Director Independence

Our common stock trades on the New York Stock Exchange (the “NYSE”) and, accordingly, we are subject to the NYSE Listed Company Manual (the “NYSE Rules”).

Our Corporate Governance Guidelines require that at least a majority of our Board of Directors be independent, consistent with the NYSE Rules. Our Board of Directors applies standards in affirmatively determining whether a director is “independent,” in compliance with the NYSE Rules and SEC rules and regulations. Our Board of Directors, in applying the above-referenced standards, has affirmatively determined that Messrs. Boza, Castaldi, Feintuch, Milgrim, Morgan, and Sherman, and Ms. Bargabos, and Ms. Powell Hawes are “independent” directors. As part of our Board of Directors’ process in making such determination, it also determined that each such director has no other “material relationship” with the Company that could interfere with his or her ability to exercise independent judgment.

Our Board of Directors includes one management director, Mr. Jackson, who serves as both a director and the Company’s President and Chief Executive Officer. Our Board of Directors has determined that Mr. Jackson is not independent under the NYSE Rules and SEC rules and regulations. In addition, our Board of Directors has determined that Mr. Hershberger, who served as the Company’s Chief Executive Officer until his retirement, effective December 31, 2017, and who continued to serve as a paid consultant to the Company until the end of 2020, is not independent under such rules.

PGT Innovations 2023 Proxy Statement | Corporate Governance 7

As part of its annual evaluation of director independence, our Board of Directors examined, among other things, whether any transactions or relationships exist currently (or existed during the past three years) between each director and the Company, its subsidiaries, affiliates, equity investors, or independent auditors and the nature of those relationships under the NYSE Rules and SEC rules and regulations. No transactions, relationships or arrangements, other than those described under “Certain Relationships and Related Transactions” were presented to, or considered by, our Board of Directors. Our Board of Directors also examined whether there are (or have been within the past year) any transactions or relationships between each director and any executive officer of the Company or its affiliates. As a result of this evaluation, our Board of Directors has affirmatively determined that each independent director named above is independent under those criteria. Independent directors meet in regularly scheduled executive sessions outside the presence of other directors and management representatives. Interested parties, including stockholders, may communicate with the Chair of our Board of Directors or the independent directors as a group by sending a communication, addressed to PGT Innovations, Inc., 1070 Technology Drive, North Venice, Florida 34275, Attention: General Counsel and Corporate Secretary.

Executive Sessions of Non-Management Directors

In accordance with the NYSE Rules, our Board of Directors typically holds an executive session of non-management and independent directors as a part of every regularly scheduled meeting of our Board of Directors. These executive sessions are chaired by a member of our independent directors. At the beginning of such executive sessions, at least a majority of the independent directors determine who should preside over the executive session.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Upon the advice and recommendation of our Governance Committee and in accordance with the NYSE Rules, our Board of Directors has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines address an array of governance issues and principles, including director qualifications and responsibilities, annual performance evaluations of our Board of Directors and meetings of independent directors.

Under our Plurality Plus voting standard for uncontested director elections, any director nominee who receives a greater number of “WITHHOLD” votes than “FOR” votes in an uncontested election is required to tender his or her resignation promptly after certification of the election results for consideration by the Governance Committee of the Board of Directors. Broker non-votes, if any, are not counted as either a “WITHHOLD” or a “FOR” vote for these purposes. The Governance Committee will consider the resignation offer, considering all facts and circumstances it deems relevant, and recommend to the Board of Directors whether to accept or reject the resignation offer, or whether other action should be taken. The Board of Directors will consider the recommendation of the Governance Committee and will determine whether to accept the resignation offer within ninety days of certification of the election results. Full details of this policy are set forth in our Corporate Governance Guidelines, which are available in the “Investor Relations” section of our Company website at www.pgtinnovations.com in the section titled “Corporate Governance.”

We maintain a Code of Business Conduct and Ethics (“Code of Ethics”) applicable to all directors, officers and employees that complies with the NYSE Rules, as well as a Policy on Insider Trading. Our employees are also subject to additional specific policies, guidelines and Company rules governing certain types of conduct or situations. On an annual basis, each director and officer of the Company is required to provide an acknowledgment that he or she has received and reviewed our Code of Ethics and to disclose any related person transactions. In addition, all employees of the Company (including all officers) are required to undergo an annual ethics training program.

Violations of our Code of Ethics by senior officers must be reported to the Audit Committee. A copy of the Code of Ethics can be obtained without charge in the “Investor Relations” section of our Company website at www.pgtinnovations.com in the section titled “Corporate Governance,” or by written request, addressed to PGT Innovations, Inc., 1070 Technology Drive, North Venice, Florida 34275, Attention: General Counsel and Corporate Secretary. There have been no waivers of the Code of Ethics, and we are not aware of any material violations of the Code of Ethics. Any such waivers or amendments of the Code of Ethics are expected to be posted on the Company’s website within four business days.

Corporate Governance | PGT Innovations 2023 Proxy Statement 8

Our employees are encouraged to anonymously report any suspected violations of laws, regulations, or the Code of Ethics and/ or any suspected unethical business practices via our continuously monitored hotline.

Assessment of Director Candidates and Required Qualifications

Our Governance Committee is responsible for considering and recommending to our Board of Directors nominees for election as director at our annual meeting of stockholders and nominees to fill any vacancy on our Board of Directors. Our Board of Directors, after taking account of the assessment provided by our Governance Committee, is responsible for considering and recommending to our stockholders, nominees for election as director at our annual meeting of stockholders. In accordance with our Corporate Governance Guidelines, both our Governance Committee and our Board of Directors, in evaluating director candidates, consider the experience, talents, skills and other characteristics of each candidate and our Board of Directors as a whole, in assessing potential nominees to serve as director.

Our Board of Directors believes that the minimum qualifications for serving as a director of the Company are that a nominee have high moral character and personal integrity, a record and reputation for honest, ethical conduct, demonstrated accomplishment in his or her field, the ability to devote sufficient time to carry out the duties of a director, and be at least 21 years of age. Also, a nominee should demonstrate the ability and judgment to work effectively with other members of our Board of Directors to serve the long-term interests of the Company’s stockholders. In addition to these minimum qualifications, our Governance Committee and our Board of Directors may consider all other information relevant in their business judgment to the decision of whether to nominate a candidate for a director seat considering the then-current composition of our Board of Directors.

These factors may include a candidate’s experience, judgment and skills, such as an understanding of: (i) the building products industry and markets; (ii) public company management; (iii) manufacturing and distribution; (iv) industry-relevant technologies; (v) executive compensation and human resources matters; and (vi) accounting and financial management, and/or information technology expertise. In addition, diversity of race, ethnicity, gender and age are factors our Board of Directors may consider in evaluating candidates for membership to our Board of Directors.

Our Governance Committee will identify potential nominees by asking current directors and executive officers to notify the Board if they become aware of persons meeting the criterion described above or by engaging a firm or firms that specialize in identifying director candidates. The Governance Committee also will consider candidates recommended by stockholders as described below.

Stockholder Recommendations and Nominations for Election to the Board

Our Governance Committee will consider nominees recommended by stockholders. Stockholder recommendations can be submitted in writing to our Corporate Secretary at rquinn@pgtinnovations.com. Stockholder recommendations are evaluated under the same standards as other candidates recommended from other sources for membership to our Board of Directors described above in “Assessment of Director Candidates and Required Qualifications.” Any stockholder wishing to nominate a candidate for director at the next annual meeting of stockholders must submit a proposal as described under “Information About the Meeting, Voting and Proxies – Stockholder Proposals and Nominations for the 2024 Annual Meeting of Stockholders” and otherwise comply with the advance notice provisions and information requirements contained in our By-Laws. The stockholder nomination submission should be sent to our Corporate Secretary at 1070 Technology Drive, North Venice, Florida 34275.

Board Evaluation Process

Annually, our Board members complete an assessment of Board performance. This assessment typically includes an evaluation of topics covered by the Board during the year, Board culture and structure, Board processes, and information received by the Board during the past year. The Governance Committee oversees this process.

PGT Innovations 2023 Proxy Statement | Corporate Governance 9

Board Committees and Charters

The Board has delegated certain responsibilities and authority to its four standing committees, as described below. Committees report regularly to the full Board on their activities and actions.

The Board currently has a standing Audit Committee, Compensation Committee, Governance Committee, and Finance and Transaction Committee. The Finance and Transaction Committee was established in February 2022. Each committee has a charter that it reviews annually, making recommendations to our Board of Directors for any charter revisions that might be needed to reflect evolving best practices. The members of each of the Audit Committee, Compensation Committee, and Governance Committee are independent and appointed by the Board based on recommendations of the Governance Committee. These committees have the opportunity to meet in closed session, without management present, during each committee meeting.



CURRENT MEMBERS		Audit Committee

William J. Morgan (Chair) Richard D. Feintuch Frances Powell Hawes NUMBER OF MEETINGS HELD IN FISCAL 2022 5		The Audit Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at ir.pgtinnovations.com/corporate- governance (not hereby incorporated by reference). The Audit Committee assists our Board of Directors in fulfilling its responsibilities with respect to the oversight of the accounting and financial reporting practices of the Company, including oversight of the integrity of our financial statements and compliance with legal and regulatory requirements, and the qualifications, independence and performance of our independent registered public accounting firm. The Audit Committee also reviews the adequacy of staff and management performance and procedures in connection with financial and disclosure controls. The Audit Committee also assists our Board of Directors with overseeing other enterprise risks, including legal and regulatory, and cybersecurity. The Audit Committee also is charged with preparation of an audit committee report, retention and termination of our independent registered public accounting firm, annual review of the report of our independent registered public accounting firm, and discussion with our independent registered public accounting firm of the audited annual and unaudited quarterly financial statements of the Company and any audit problems or difficulties and management’s response thereto. Our Board has determined that each member of the Audit Committee is both independent (as that term is defined by the NYSE Rules and SEC rules and regulations related to audit committee members) and financially literate as required by the NYSE Rules, and that Mr. Morgan and Ms. Powell Hawes are “financial experts” as defined by SEC rules and regulations.

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CURRENT MEMBERS		Compensation Committee

Alexander R. Castaldi (Chair) Xavier F. Boza Floyd F. Sherman NUMBER OF MEETINGS HELD IN FISCAL 2022 3		The Compensation Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at ir.pgtinnovations.com/corporate- governance (not hereby incorporated by reference). The Compensation Committee reviews, approves, or recommends to our Board of Directors for approval, compensation of our executive officers, including our Chief Executive Officer. The Compensation Committee also evaluates annually the appropriate level of compensation for our Board of Directors and Committee service by members of the Board based on appropriate factors as determined by the Compensation Committee, and report to our Board of Directors. In addition, the Compensation Committee determines participants and levels of awards to be granted under our equity incentive plans. For information about our compensation program, the role of the Compensation Committee and the engagement of compensation consultants in setting executive compensation, see “Executive Compensation – Compensation Discussion and Analysis.” Each member of the Compensation Committee is independent under the NYSE Rules, and each member is also a “Non-Employee Director,” as defined in SEC Rule 16(b)-3. The Compensation Committee held a portion of each regularly scheduled meeting in closed session with only the committee members present.



CURRENT MEMBERS		Governance Committee

Richard D. Feintuch (Chair) Sheree L. Bargabos William J. Morgan NUMBER OF MEETINGS HELD IN FISCAL 2022 4		The Governance Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at ir.pgtinnovations.com/corporate- governance (not hereby incorporated by reference). The Governance Committee advises our Board of Directors on corporate governance matters and, among other things, assists our Board of Directors in identifying and recommending qualified director candidates. The Governance Committee also reviews and makes recommendations to our Board of Directors on the size and composition of our Board of Directors, independence determinations with respect to continuing and prospective directors, assignments to committees of our Board of Directors and resignations of directors, when appropriate. The Governance Committee also oversees the evaluation of our Board of Directors, the committees and individual directors. Our Board has determined that each member of the Governance Committee is independent under both the NYSE Rules and SEC rules and regulations.



CURRENT MEMBERS		Finance and Transaction Committee

Rodney Hershberger (Chair) Brett N. Milgrim Floyd F. Sherman NUMBER OF MEETINGS HELD IN FISCAL 2022 —		The Finance and Transaction Committee functions pursuant to a written charter adopted by our Board of Directors, a copy of which may be found at our website at ir.pgtinnovations.com/ corporate-governance (not hereby incorporated by reference). The Finance and Transaction Committee is responsible for reviewing and assessing, and assisting the Board in reviewing and assessing, potential strategic acquisitions, divestitures and investments, and related financing and strategies. The Finance and Transaction Committee also conducts periodic reviews of completed transactions and oversees stock repurchase plans approved by the Board.

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Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of independent, non-employee directors only. Messrs. Boza, Castaldi, and Sherman served as members of our Compensation Committee in fiscal 2022. No interlocking relationship existed during 2022 between our executive officers, members of our Board of Directors or members of our Compensation Committee, and the executive officers, members of the board of directors or members of the compensation committee of the board of directors of any other company.

Stockholder Engagement Process

At PGTI, we strive to engage with stockholders on a consistent basis so as to better understand their perspectives and concerns. We hold investor days, investor outreach programs and have direct communication channels between stockholders and the Board. Our Annual Meeting also provides an opportunity for further stockholder engagement. Stockholder feedback is shared with the Board and referenced during Board discussions. Where appropriate, we aim to incorporate feedback and information obtained through our stockholder engagement process into our decision-making.

INVESTOR OUTREACH

We engage with our stockholders and other prospective investors throughout the year to get their perspectives and feedback on various topics, which allows us to better understand their priorities and concerns. Among the topics which we engaged with our stockholders about are:

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Financial results;

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Financial outlook;

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Environmental, social and governance matters;

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Corporate strategy and priorities;

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Key initiatives across various lines of business; and

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

We will continue to engage with our stockholders on a regular basis in order to understand their perspectives and incorporate their feedback, as appropriate, on our performance, business strategies, executive compensation programs, environmental and social matters, and corporate governance practices.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders may, at any time, communicate with any of our directors by emailing rquinn@pgtinnovations.com. The subject line should read “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such emails must identify the sender as a stockholder, provide evidence of the sender’s stock ownership, and clearly state whether the intended recipients are all members of our Board of Directors or a particular director or directors.

All communications received in accordance with these procedures will be reviewed by the Corporate Secretary and forwarded to the appropriate director or directors unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient. Examples of stockholder communications that would be considered improper for submission include communications that:

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

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

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Are advertisements or other commercial solicitations;

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Are frivolous or offensive; or

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Are otherwise not appropriate for delivery to directors.

The inclusion of any website address in this Proxy Statement does not incorporate by reference the information on or accessible through the website into this Proxy Statement.

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Environmental, Social and Governance Approach

LOGO

Environmental, social and governance (“ESG”) considerations continue to evolve and influence how we conduct our business. We believe that environmental and social responsibility, the safety of our employees, and strong, ethical governance practices drive stockholder value and benefit our company as a whole. We intend to continue making efforts to improve ESG performance and conduct our business in a manner that contributes to positive economic, social and environmental outcomes for our customers, stockholders, employees and the communities in which we operate.

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ENVIRONMENTAL ACCOUNTABILITY

Environmental Responsibility

Our Board of Directors and management team recognize that environmental responsibility by public companies is of increasing importance to investors and believe that being a responsible corporate citizen in this area helps drive shareholder value. We are committed to making a positive impact on the environment, including in the communities where our customers and employees live and work. We have undertaken steps to proactively and positively impact the environment, including programs to reduce waste and encourage recycling, reduce energy consumption, and improve the fuel efficiency of our vehicle fleet.

Environmental Sustainability

We continue to focus on managing stormwater runoff and preventing stormwater pollution at our Venice, Florida location. These efforts included routine visual inspections of the grounds surrounding the production facilities and production operations that could conceivably contribute to stormwater pollution, quarterly monitoring of the stormwater runoff generated for signs of pollution, and proactively maintaining the stormwater control structures on the facility grounds. Additionally, we continue to research zero-landfill disposal options for the manufacturing waste generated at our production facilities that is not currently recycled.

Energy and Fuel Management

We expect to continue our efforts to improve the energy efficiency of our operations because we believe it is good for our business and for the environment.

As part of our effort to reduce our carbon footprint, we have focused on making our fleet of delivery vehicles more fuel efficient. For example, almost all of our existing fleet of tractor-trucks, and all new trucks we purchase, utilize the injection of an aqueous urea solution diesel exhaust fluid, as an element of a selective catalytic reduction process, to help convert nitrogen oxide emissions into nitrogen gas and water vapor before being released into the environment, to reduce the amount of air pollution created. In addition, we have installed regulators or similar control mechanisms on our fleet of tractor-trucks that do not allow them to exceed a speed of sixty miles per hour, which further conserves fuel and reduces the amount of emissions they generate. We also have systems in place to monitor and correct any excessive acceleration, stopping-and-starting, or other driver behavior that decreases fuel efficiency.

How Our Products Promote Energy Efficiency

We believe our products, which have some of the best energy efficiency ratings in North America, promote energy conservation and efficiency, and thus, help decrease greenhouse gas emissions and global warming. For example, our new, energy-efficient windows and doors are often used to replace older, less energy-efficient windows and doors. In addition, because our products last much longer than wooden windows and doors, the use of our products helps conserve trees, reducing the number that must be cut and processed each year for use in windows and doors.

OUR PEOPLE

Employee Safety

The safety of our team members is our top priority, and we have taken significant steps in recent years to drive improvements in this area. We believe recent improvements in worker safety are due to the workplace safety initiatives we have taken, including: adopting a new incident management system that records workplace injuries and near misses, and ensures that investigations with targeted corrective and preventative actions are conducted to address and mitigate the root causes of any incident; implementing ergonomics-related safety improvements; training team members to identify and quickly address potentially unsafe activities and practices; developing an incident sharing practice, which allows all of our locations to learn from the incidents and injuries that occur at other locations so they can proactively implement measures to mitigate the risk that a similar incident or injury will occur at their location; partnering with vendors to obtain high quality personal protective equipment and related training; developing a system of in-house trainers to ensure that critical safety topics are conducted in a timely manner; and providing onsite physical therapy and fitness centers to our employees at our Venice, Florida site and other facilities.

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Labor Practices and Human Rights

All of our employees earn more than the federal minimum wage and we believe our hourly wages are competitive with the local communities in which our facilities operate. We strive to help our employees maintain job stability, so they are encouraged to stay with the Company and positioned to grow their skills and knowledge on the job. In an effort to reduce employee turnover, we engage in annual surveys with employees, we maintain an open-door policy that enables us to help identify any issues before they cause an employee to leave the Company, and we review exit interview data, hotline calls and root cause analysis to help deter turnover. We also assign dedicated Company human resources representatives to each department so that we can better monitor employee morale within each department.

PGTI respects the rights of workers of other companies who provide products and services to PGTI. We communicate our expectations to suppliers on compliance with applicable federal, state and local laws, including with respect to compensation and safety, through the terms of our written agreements and policies with our suppliers.

Workforce Diversity and Inclusion and Human Capital Management

We believe in being an inclusive workplace for all of our employees and are committed to having a diverse workforce that is representative of the communities in which we operate and sell our products. A variety of perspectives enriches our culture, leads to innovative solutions for our business, enables us to better meet the needs of a diverse customer base, and reflects the communities we serve. Our aim is to develop inclusive leaders and an inclusive culture, while also recruiting, developing, mentoring, training, and retaining a diverse workforce, including a diverse group of management-level employees. For example, we currently have female executives in several of our senior leadership roles, including the positions of Vice President of Marketing, Senior Vice President of Human Resources, Chief Customer Officer, and President of our NewSouth business. Our diversity and inclusion initiatives include: our Leading Ladies program, a program designed to identify, develop and mentor female employees who have demonstrated potential for serving as leaders within our organization; annual diversity & inclusion training; and Dale Carnegie, a program that helps our managers understand how to appreciate, respect and value individual differences and behaviors.

We believe in offering career opportunities, resources, programs and tools to help employees grow and develop, as well as competitive wages and benefits to retain them. Our efforts in these areas include: offering platforms, including on-line and in-person professional growth and development training, to help employees develop their skills and grow their careers at the Company; providing employees with recurring training on critical issues such as safety and security, compliance, ethics and integrity and information security; offering a tuition reimbursement program for courses related to current or future roles at the Company; providing scholarship dollars to the children of eligible employees who are pursuing secondary education in a trade school or college; offering health benefits for all eligible employees, including our eligible hourly employees; providing confidential counseling for employees through our employee assistance program; providing paid time off to eligible employees; matching employees’ 401(k) plan contributions of up to 3% of eligible pay after one year of service; offering an employee stock purchase program for eligible employees; providing a Company-subsidized childcare center for the employees of our Venice, Florida facility; and offering employees an hourly incentive program that monetarily rewards employees for improving operational efficiency and productivity along with quality and material utilization.

In our efforts to have all of our employees comply with all applicable employment-related laws, we provide non-discrimination and anti-harassment training as part of the Company’s mandatory compliance training, including for the hourly employees in our call centers, fulfillment centers and stores.

OUR COMMUNITIES

Our work is more than producing exceptional building products. A constant is putting our families and communities first. That means contributing where we live and work. Our corporate giving and volunteering efforts focus on local agencies and nonprofits as well as, volunteering or charitable giving to support communities in need after a natural disaster. Examples of our work in the communities where we operate include the following:

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Truckers Against Trafficking. While human trafficking takes place in many forms and places, roadways and related infrastructure serve as a prime breeding ground for trafficking. Commercial Driver License (CDL) holders play a pivotal role in the fight against this horrendous crime, serving as the eyes and ears of our highways. All of our CDL drivers, field service

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technicians and sales representatives have been trained to look for signs of human trafficking and how to report it. This training was executed through the Highway Heroes program in association with the Florida Attorney General. We furthered our partnership with the Florida Attorney General by becoming a founding member of the 100% Club and pledging to train 100% of our team members on identifying and reporting human trafficking.

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Hurricane Relief. Staying true to our roots of serving communities that have been impacted by hurricanes, we undertook a series of actions in Venice, Florida and surrounding areas following Hurricane Ian to respond to those impacted by the storm. Such actions include: rescuing stranded team members and their families from flooded areas via kayaks, paddleboard and boats; hosting distribution events at our Venice, Florida and Fort Myers, Florida locations to provide essential relief supplied to team members; delivering essential relief supplies to team members not able to travel to the distribution sites; dispatching task force groups to assist with home repair and delivery of supplies; offering extra volunteer paid time off to team members who could help with recovery efforts; and offering family fund loans and a charitable fund for its team members who had significant damage to their homes or property.

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

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

GOVERNANCE

We are committed to good corporate governance that aligns with stockholder interests. We maintain numerous policies and practices that demonstrate this commitment as described in more detail in our “Corporate Governance” section above. In addition to those policies and practices described above our Board has adopted a “Plurality Plus” voting standard for uncontested director elections. In addition, our Board of Directors implemented:

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

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An amended and restated clawback policy, which was adopted in February 2023, that is intended to comply with the clawback standards applying to listed companies under the Dodd-Frank Act, and gives the Compensation Committee the authority to direct the Company to use prompt and reasonable effort to recover from the Company’s executive officers all excessive incentive-based compensation received by the Company’s executive officers and controller during the three-year period immediately prior to the year in which the Company is required to restate its financial statements, regardless of whether any executive officer engaged in wrongdoing or misconduct in connection with the financial statements that the Company had to restate; and

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Full Board cybersecurity training, and regular cybersecurity updates.

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Proposal 1 - Election of Directors

There are currently ten members of our Board of Directors. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, our Board of Directors is “classified,” which means it is divided into three classes of directors based on the expiration of their terms. Under this arrangement, directors are elected to terms that expire on the annual meeting date three years following the annual meeting at which they were elected, and the terms are “staggered.”

Our Board of Directors has nominated Mr. Feintuch, Mr. Jackson, Mr. Milgrim, and Ms. Powell Hawes to be elected during the Annual Meeting to serve again as Class II directors until our 2026 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified.

Each director nominee has consented to continue to serve as a director if elected during the Annual Meeting. Should a nominee become unavailable to accept election as a director, the persons named in the enclosed proxy will vote the shares of our common stock that such proxy represents for the election of such other person as our Board of Directors may nominate or the Board of Directors may reduce its size. We have no reason to believe that any of the nominees will be unable to serve.



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

Set forth below is certain information concerning each nominee for election as a director during the Annual Meeting and each director whose current term of office will continue after the Annual Meeting. Each of our directors brings to our Board of Directors a wealth of varied experience derived from service as executives, financial experts, subject experts and/or industry leaders.


Name	Age	Class and Position	Date Elected or Appointed Director
Xavier F. Boza*	58	Class I Director	2021
Alexander R. Castaldi*	73	Class I Director	2004
William J. Morgan*	76	Class I Director	2007
Richard D. Feintuch*	70	Class II Director	2006
Jeffrey T. Jackson	57	Class II Director	2016
Brett N. Milgrim*	54	Class II Director	2003
Frances Powell Hawes*	68	Class II Director	2019
Sheree L. Bargabos*	67	Class III Director	2016
Rodney Hershberger	66	Class III Director	2004
Floyd F. Sherman*	83	Class III Director	2005

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

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CLASS II – DIRECTORS WITH TERMS EXPIRING IN 2023


	Richard D. Feintuch Former Partner of Wachtell, Lipton, Rosen & Katz Director Since: 2006 Age: 70

Committees: • Governance Committee (Chair) • Audit Committee	Biography Mr. Feintuch became a director in 2006. Mr. Feintuch was a partner of the law firm Wachtell, Lipton, Rosen & Katz from 1984 until his retirement in 2004, specializing in mergers and acquisitions, corporate finance, and the representation of creditors and debtors in large restructurings. Mr. Feintuch earned a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania and a J.D. from New York University School of Law.	Relevant Expertise The Board of Directors believes that Mr. Feintuch’s significant knowledge, and the experience he obtained as a partner of a leading international law firm, brings not only legal skills but practical know-how into the board room, and such skills are useful in the discussion and evaluation of all corporate affairs. Other Public Company Boards
	Jeffrey T. Jackson President and Chief Executive Officer Director Since: 2016 Age: 57

Committees: • None	Biography Mr. Jackson has served as the Company’s President and Chief Executive Officer since his appointment to that role effective January 1, 2018. He joined PGT Innovations in November 2005 as Vice President and Chief Financial Officer. In 2006, Mr. Jackson helped lead the Company’s IPO, and was later named Executive Vice President. In 2014, Mr. Jackson became President and Chief Operating Officer with responsibilities overseeing the Company’s strategic direction, as well as all aspects of operations. In 2016, Mr. Jackson was appointed to the Board of Directors. Prior to joining PGT Innovations, Mr. Jackson held various executive management roles. In 2004, he joined The Hershey Company as Vice President and Corporate Controller. Prior to Hershey, Mr. Jackson served in positions of increasing responsibility with Schwan’s Bakery, including Senior Vice President - General Manager of Emerging Channels, and Senior Vice President and CFO. In addition, Mr. Jackson worked for Flowers Foods, Inc., The Coca-Cola Company, and KPMG. Mr. Jackson serves on the Board of Directors for Smith Douglas Homes, a private home builder based in Atlanta, Georgia. Mr. Jackson also serves as Chair for the Sarasota Manatee Airport Authority, which oversees the Sarasota-Bradenton International Airport. Mr. Jackson earned a Bachelor of Business Administration from the University of West Georgia and is a Certified Public Accountant in the State of Georgia.	Relevant Expertise The Board of Directors believes that Mr. Jackson brings company-specific experience and expertise. The Board of Directors also believes that Mr. Jackson adds industry-specific experience and expertise, and further enhances our Board of Directors’ ability to obtain information and evaluate the effectiveness of the Company’s leadership and operating strategies. Other Public Company Boards

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	Brett N. Milgrim Former Managing Director of JLL Partners, Inc. Director Since: 2003 Age: 54

Committees: • Finance and Transaction Committee	Biography Mr. Milgrim became a director in 2003. Mr. Milgrim is a director of Builders FirstSource, Inc., and is the co-chair of the board of directors of Loar Group, Inc., a business specializing in the design and manufacture of aerospace components. Effective April 4, 2019, Mr. Milgrim was appointed to the board of directors of Horizon Global Corporation, one of the world’s leading manufacturers of branded towing and trailering equipment. He was a Managing Director of JLL Partners, Inc., which he joined in 1997, until his retirement in 2011.	Relevant Expertise Our Board of Directors believes that Mr. Milgrim is extremely knowledgeable regarding all aspects of corporate finance and the capital markets, and that this knowledge is important to the Company and its stockholders. Other Public Company Boards Builders FirstSource, Inc. Horizon Global Corporation
	Frances Powell Hawes Former Chief Financial Officer of Grant Prideco, Inc. Director Since: 2019 Age: 68

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

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Continuing Directors

CLASS III - DIRECTORS WITH TERMS EXPIRING IN 2024


	Sheree L. Bargabos Former President of Owens Corning, Roofing and Asphalt division Director Since: 2016 Age: 67

Committees: • Governance Committee	Biography Ms. Bargabos became a director in 2016. Ms. Bargabos is a seasoned executive whose career spans over 35 years at Owens Corning, a global maker of building and composite material systems, until her retirement in 2015. Prior to her most recent transition role as Vice President, Customer Experience, she spent a decade as the President of Owens Corning’s $2 billion Roofing and Asphalt division. In October 2018, Ms. Bargabos was appointed to the board of directors of Steel Dynamics, Inc., one of the largest domestic steel producers and metals recyclers in the United States. Ms. Bargabos earned a Bachelor of Science in Chemistry from McGill University and a Master of Business Administration from Babson College.	Relevant Expertise The Board of Directors recognizes Ms. Bargabos’ experience in various roles of increasing responsibility in the building materials industry, which the Board believes is an asset to the Company and its stockholders. Other Public Company Boards Steel Dynamics, Inc.

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	Rodney Hershberger Former Chief Executive Officer of PGT Innovations, Inc. Director Since: 2004 Age: 66

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

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	Floyd F. Sherman Former Chief Executive Officer of Builders FirstSource, Inc. Director Since: 2005 Age: 83

Committees: • Compensation Committee • Finance and Transaction Committee	Biography Mr. Sherman became a director in 2005. Mr. Sherman served as Chief Executive Officer of Builders FirstSource, Inc., a leading supplier and manufacturer of structural and related building products for residential new construction, until his retirement as CEO effective January 1, 2018. Mr. Sherman also served as a director of Builders FirstSource, Inc. during that time, and continues to do so following his retirement as CEO. Before joining Builders FirstSource, Mr. Sherman spent 28 years at Triangle Pacific/Armstrong Flooring, the last nine of which he served as Chairman and Chief Executive Officer. Mr. Sherman has over 50 years of experience in the building products industry. A native of Kerhonkson, New York and a veteran of the U.S. Army, Mr. Sherman is a graduate of the New York State College of Forestry at Syracuse University. He also holds a Master of Business Administration degree from Georgia State University.	Relevant Expertise The Board understands that Mr. Sherman’s 50 years of experience in the building products industry provide him with the knowledge to make significant contributions to the development of the Company’s business strategy. Other Public Company Boards

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CLASS I - DIRECTORS WITH TERMS EXPIRING IN 2025


	Xavier F. Boza Chief Human Resources Officer of Flex Ltd. Director Since: 2021 Age: 58

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

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	Alexander R. Castaldi Former Managing Director of JLL Partners, Inc. Director Since: 2004 Age: 73

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

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	William J. Morgan Former Partner of KPMG LLP Director Since: 2007 Age: 76

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

PGT Innovations 2023 Proxy Statement | Proposal 1 - Election of Directors 25

ELECTION MECHANICS

Plurality Plus. Director nominees are elected by a plurality of the votes cast, and the director nominees who receive the greatest number of votes during the Annual Meeting (up to the number of directors to be elected) will be elected. However, the Company’s Corporate Governance Guidelines provide for a “Plurality Plus” voting standard with respect to the election of directors. Any director nominee who receives a greater number of “WITHHOLD” votes than “FOR” votes in an uncontested election, such as this election, is required to promptly submit an offer of resignation for consideration by the Governance Committee of the Board of Directors. The Governance Committee will consider the resignation offer, considering all facts and circumstances it deems relevant, and recommend to the Board of Directors whether to accept or reject the resignation offer, or whether other action should be taken. The Board of Directors will consider the recommendation of the Governance Committee and will determine whether to accept the resignation offer within ninety days of certification of the election results. Shares of our common stock represented by a validly executed proxy will be voted, if authority to do so is not withheld, for the election of director nominees named in Proposal 1. Only votes “FOR” are counted in determining whether a plurality has been cast in favor of a director nominee. “WITHHOLD” votes have no effect. Broker non-votes are not counted as a “WITHHOLD” or a “FOR” vote for these purposes.

Director Compensation

OVERVIEW OF OUR COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS

Our director compensation program is designed to attract and retain top director talent and align the interests of our directors with the interests of our stockholders. Our Compensation Committee is responsible for reviewing and making recommendations to the Board with respect to the compensation of our directors, including any equity-based compensation. Directors who are our employees do not receive compensation for their services on the Board.

Our Compensation Committee’s review of our director compensation programs is supported by information provided by the independent compensation consultant to the Compensation Committee, Aon Rewards Solutions.

Non-Employee Director Compensation Elements for 2022

Annual compensation for the non-management members of our Board of Directors typically is established each year. In 2022, all non-management directors received the following annual compensation:


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

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

(2)

This amount is paid in restricted stock awards or restricted stock units, depending on the election made by the director. The restrictions on those that elect to receive restricted stock awards are scheduled to lapse on the first anniversary of the date of grant, which is generally granted at or around the time of the annual meeting of stockholders each year, with a value at the time of grant in 2022 of $100,000. See notes (2), (3) and (5) to the table titled “Director Compensation for 2022” on the next page.

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Director Compensation for 2022


	Fees Earned or Paid in Cash for Service on
Name	Our Board of Directors⁽¹⁾			Committees of Our Board of Directors			Stock Awards⁽¹⁾⁽²⁾			All Other Compensation			Total
Sheree L. Bargabos		$	70,000		$	7,250		$	100,000		$	—		$	177,250
Xavier Boza			70,000			8,750			100,000			—			178,750
Alexander R. Castaldi			70,000			15,000			100,000			—			185,000
Richard D. Feintuch⁽³⁾			70,000			22,000			100,000			—			192,000
Rodney Hershberger⁽⁴⁾			70,000			77,250			100,000			—			247,250
Brett N. Milgrim⁽⁴⁾			70,000			7,250			100,000			—			177,250
William J. Morgan			70,000

SEC Form DEF 14A filed by PGT Innovations Inc.