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AAON (NASDAQ: AAON) appoints new CFO, shifts prior CFO to accounting role

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(Very High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AAON, Inc. announced a senior leadership realignment centered on its finance and legal functions. Andy Cheung will join on April 20, 2026 as Executive Vice President and Chief Financial Officer, bringing more than 25 years of senior financial experience in the HVAC and automotive industries and recent CFO experience at a publicly traded manufacturing company.

His compensation package includes a $525,000 annual base salary, $341,250 target 2026 annual incentive, $787,500 target 2026 long-term incentive, a one-time equity grant valued at $1,500,000, and a one-time cash award of $300,000 that must be repaid if he leaves within 18 months. Current CFO Rebecca Thompson will transition to Chief Accounting Officer on April 20, 2026, while Luke Bomer has joined as General Counsel to support governance, compliance, and risk management as AAON expands.

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Insights

AAON reshapes its finance and legal leadership to support growth and governance.

AAON is installing an experienced external CFO, Andy Cheung, while retaining existing financial expertise by moving Rebecca Thompson to Chief Accounting Officer. This maintains continuity in accounting and reporting while adding a leader with extensive manufacturing and HVAC-related finance experience.

Cheung’s package combines a $525,000 base salary with meaningful variable and long-term incentives, plus a one-time $1.5M equity grant and $300,000 relocation/forfeited-equity cash award that is repayable if he departs within 18 months. This structure aligns compensation with long-term performance and retention.

The creation of a General Counsel role, filled by Luke Bomer, formalizes in-house oversight of governance, compliance, and risk as the business grows. His long-standing outside counsel relationship with AAON suggests familiarity with its operations and legal needs, potentially smoothing the transition to an internal legal function.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO annual base salary $525,000 Annual base salary for Andy Cheung as CFO for 2026
Target annual incentive 2026 $341,250 2026 target annual incentive compensation for new CFO
Target long-term incentive 2026 $787,500 2026 target long-term incentive compensation for new CFO
One-time equity grant $1,500,000 Initial equity grant value for Andy Cheung
One-time cash award $300,000 Relocation and forfeited equity cash award, repayable if leaving within 18 months
CFO start date April 20, 2026 Effective date Andy Cheung becomes Executive Vice President and CFO
General Counsel start date April 1, 2026 Date Luke Bomer joined AAON as General Counsel
CFO age 51 years Age of incoming CFO Andy Cheung
Chief Financial Officer financial
"announced a transition in the Chief Financial Officer ("CFO") role"
A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.
long-term incentive compensation financial
"2026 target long-term incentive compensation of $787,500"
Long-term incentive compensation is pay awarded to executives or key employees that vests over multiple years and is tied to future company performance, often delivered as stock, options, or multi-year cash bonuses. Think of it as a multi-year reward plan that only pays out if certain goals are met, so it aligns managers’ interests with shareholders. Investors watch it because it affects future costs, share dilution and signals how leadership is motivated to grow value over time.
Chief Accounting Officer financial
"will transition to AAON Chief Accounting Officer, effective April 20, 2026"
A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.
General Counsel regulatory
"Luke Bomer joined the Company on April 1 in the newly created role of General Counsel"
A general counsel is the chief lawyer of an organization, responsible for overseeing all legal matters and ensuring the company complies with laws and regulations. Think of them as the organization's legal advisor or navigator, helping to prevent legal problems before they happen. Their role matters to investors because they help protect the company from legal risks that could impact its success and value.
Item 404(a) of Regulation S-K regulatory
"not party to any transactions of the type listed in Item 404(a) of Regulation S-K"
emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0000824142false00008241422026-04-022026-04-02

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 2, 2026

AAON, INC.
(Exact name of Registrant as Specified in Charter) 
Nevada0-1895387-0448736
(State or Other Jurisdiction(Commission File Number: )(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon Ave.,Tulsa,Oklahoma74107
(Address of Principal Executive Offices)(Zip Code)
 
(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAAONNASDAQ




Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) Appointment of certain Officers

On April 2, 2026, AAON, Inc. (the "Company") announced a transition in the Chief Financial Officer ("CFO") role. Andy Cheung will join AAON on April 20, 2026, as its Executive Vice President and Chief Financial Officer.

Mr. Cheung, age 51, most recently served as Executive Vice President and Chief Financial Officer of a publicly traded manufacturing company, where he served for the past three years. Prior to that, he held senior financial leadership positions for more than 25 years in the HVAC and automotive industries. Mr. Cheung was born in Hong Kong and received his Bachelor of Business Administration in Accounting from Hong Kong University of Science & Technology, and an MBA from the University of Chicago. Mr. Cheung is also a Certified Public Accountant.

In connection with Mr. Cheung's role, he will receive the following compensation: (i) annual base salary of $525,000, (ii) 2026 target annual incentive compensation of $341,250, and (iii) 2026 target long-term incentive compensation of $787,500. Additionally, Mr. Cheung will receive a one-time equity grant valued at $1,500,000 and a one-time cash award of $300,000 to cover costs associated with relocating and forfeited equity from his prior job. The one-time cash award must be repaid if Mr. Cheung leaves within 18 months.

Mr. Cheung does not have any family relationships with any of the Company's directors or officers and is not party to any transactions of the type listed in Item 404(a) of Regulation S-K.

Rebecca Thompson, who currently serves as Executive Vice President and CFO of AAON, will transition to AAON Chief Accounting Officer, effective April 20, 2026.

A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit NumberDescription
99.1
Press Release Announcing Leadership Transition
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AAON, INC.
Date: April 2, 2026By:/s/ Luke A. Bomer
Luke A. Bomer, General Counsel and Secretary



AAON Announces CFO Transition and Strengthens Executive Leadership Team

TULSA, OK, April 2, 2026 — AAON, Inc. (NASDAQ: AAON) (“AAON” or the “Company”), a leader in high-performance and energy-efficient HVAC solutions, announces a transition in the Chief Financial Officer (CFO) role and the addition of a General Counsel. The leadership changes reflect the Company’s continued focus on disciplined execution, strong governance, and long-term value creation.

Andy Cheung will join AAON on April 20, 2026, as its Executive Vice President and Chief Financial Officer. In this role, Cheung will be responsible for overseeing all financial operations and investment strategy to support the Company’s rapidly growing business and reinforce financial discipline as it scales. Cheung most recently served as Executive Vice President and CFO at Commercial Vehicle Group Inc. for the past three years. Previously, Cheung had spent more than 25 years in various senior financial leadership positions within the HVAC and automotive industries. Cheung holds an MBA from the University of Chicago.

“I’m excited to join the Company at an important time in its growth,” Cheung said. “Their focus on innovation and delivering high-quality, customer-driven solutions has created a strong foundation, and I look forward to partnering with the team to support its next phase of disciplined growth and value creation.”

Cheung will succeed AAON’s current CFO, Rebecca Thompson, as part of a well-planned leadership transition. Thompson will fill the role of Chief Accounting Officer, a position she previously held prior to becoming the Company’s CFO in 2021. Thompson will continue to leverage her expertise as a licensed certified public accountant and her deep knowledge of the Company’s systems and processes to strengthen financial reporting, governance, and the efficiency of accounting activities across the organization.

Luke Bomer joined the Company on April 1 in the newly created role of General Counsel. In this role, Bomer will support increased focus on governance, compliance, and risk management as the business continues to expand. An alumnus of the University of Tulsa College of Law, Bomer distinguished himself as an attorney at the Tulsa-based firm of Johnson & Jones for nearly two decades. He brings extensive expertise in corporate law, securities law, mergers and acquisitions, taxation, and charitable foundations. Bomer is also very familiar with AAON, having served as its outside counsel and corporate secretary since 2015.

“I am honored to join AAON during this exciting period of growth,” Bomer said. “I have had the pleasure of working with them for nearly 19 years during my tenure at Johnson & Jones. This experience has led to a deep admiration for their focus on innovation and unwavering commitment to its customers and team members. I look forward to partnering with the leadership team in this new role to facilitate disciplined execution and create long-term shareholder value.”

“I am very excited to add Andy and Luke to our team,” said President and CEO Matt Tobolski, “and for the refocusing of Rebecca’s expertise in service of our accounting functions. The opportunities ahead of us are immense, and we are confident that Andy, Luke, and Rebecca will strengthen our ability to execute with discipline, reinforce our governance framework, and deliver long-term value for our customers and shareholders.”

About AAON, Inc.
Founded in 1988, AAON, Inc. is a leader in HVAC solutions for commercial and industrial indoor environments. The Company’s industry-leading approach to design and manufacturing creates a premier ownership experience with greater efficiency, performance, and long-term value. AAON, Inc. is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allow their engineers to continuously push boundaries and advance the industry. For more information, please visit www.aaon.com

Source: View Original Filing on SEC EDGAR

FAQ

What leadership changes did AAON (AAON) announce in this 8-K filing?

AAON announced a CFO transition, moving Rebecca Thompson to Chief Accounting Officer and appointing Andy Cheung as Executive Vice President and Chief Financial Officer, effective April 20, 2026. The company also added Luke Bomer as its first General Counsel to strengthen governance and compliance.

What is the compensation package for AAON’s new CFO Andy Cheung?

Andy Cheung will receive a $525,000 annual base salary, 2026 target annual incentive of $341,250, and 2026 target long-term incentive of $787,500. He also receives a one-time $1,500,000 equity grant and a $300,000 cash award tied to relocation costs and forfeited prior equity.

Are there retention conditions on the $300,000 cash award to AAON’s new CFO?

Yes. The $300,000 one-time cash award to Andy Cheung must be repaid if he leaves AAON within 18 months. This condition is designed to encourage near-term retention following his transition and to protect the company if the leadership change is short-lived.

What role will former AAON CFO Rebecca Thompson have after the transition?

Rebecca Thompson, AAON’s current CFO, will become Chief Accounting Officer effective April 20, 2026. She previously held this role and will focus on financial reporting, governance, and accounting efficiency by leveraging her certified public accountant background and deep knowledge of the company’s systems.

Who is AAON’s new General Counsel and what experience does he bring?

AAON appointed Luke Bomer as General Counsel effective April 1. Bomer spent nearly two decades at Tulsa firm Johnson & Jones and has extensive experience in corporate and securities law, mergers and acquisitions, taxation, and charitable foundations. He has also served as AAON’s outside counsel since 2015.

Filing Exhibits & Attachments

4 documents

Press Releases

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