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

(e) Compensatory Arrangements for Certain Officers.



On April 25, 2023, the Compensation Committee of the Board of Directors (the
"Committee") of Profire Energy, Inc. (the "Company") approved the 2023 Executive
Incentive Plan (the "EIP") for Ryan W. Oviatt, the Company's Co-CEO,
Co-President, and CFO, Cameron M. Tidball, the Company's Co-CEO and
Co-President, and Patrick D. Fisher, the Company's Vice President of Product
Development. The EIP provides for the potential award of incentive compensation
to the participants based on the Company's financial performance in fiscal 2023.
If earned, the incentive compensation will be payable in cash and stock, and the
stock portion of the incentive compensation is intended to constitute an award
under the Company's 2023 Equity Incentive Plan (the "Plan"). In addition to the
EIP, the Board also approved as a long-term incentive plan the grants of a
restricted stock unit awards to Messrs. Oviatt, Tidball, and Fisher pursuant to
the Plan (the "2023 LTIP"). The Plan was adopted b the Board of Directors on
April 25, 2023, subject to shareholder approval at the annual meeting of
stockholders of the Company scheduled for June 14, 2023 (the "Annual Meeting").
The Stock portion of the EIP and the 2023 LTIP will be forfeited by the
executive officers if the Company's stockholders do not approve the Plan at the
Annual Meeting.

2023 EIP

Under the terms of the EIP, each participating executive officer has been
assigned a target incentive compensation amount for fiscal 2023. The target
incentive compensation amount for Mr. Oviatt is equal to 62% of his base salary
as of December 31, 2023, the target incentive compensation amount for Mr.
Tidball is equal to 62% of his base salary as of December 31, 2023, and the
target incentive compensation for Mr. Fisher is equal to 37% of his base salary
as of December 31, 2023. Under no circumstance can the participants receive more
than two times the assigned target incentive compensation.

Participants will be eligible to receive incentive compensation based upon
reaching or exceeding performance goals established by the Committee for fiscal
2023. The performance goals in the EIP are based on the Company's total revenue,
EBITDA, and two non-financial factors including revenue source diversification
and safety and environment. Each of the revenue, EBITDA, and revenue
diversification

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performance goals will be weighted 30% while the safety and environment goal will be weighted 10% in calculating incentive compensation amounts.



The incentive compensation amounts earned under the EIP, if any, will be paid
50% in cash and 50% in shares of restricted stock under the Plan, subject to the
Plan being approved by shareholders as described above. In no event shall the
total award exceed 200% of the target incentive compensation amount for each
participant, or exceed any limitations otherwise set forth in the Plan. The
actual incentive compensation amounts, if any, will be determined by the
Committee upon the completion of fiscal 2023 and paid by March 15, 2024, subject
to all applicable tax withholding.

2023 LTIP



The 2023 LTIP consists of total awards of up to 287,076 restricted stock units
("Units") to Mr. Oviatt, up to 287,076 Units to Mr. Tidball, and up to 50,868
Units to Mr. Fisher, pursuant to two separate restricted stock unit award
agreements (collectively, the "Restricted Stock Unit Award Agreements") to be
entered between the Company and each participant. One such agreement will cover
33% of each award recipient's Units that are subject to time-based vesting, and
the other such agreement will cover the remaining 67% of such award recipient's
Units that may vest based on performance metrics. Upon vesting, and subject to
the Plan being approved by shareholders as described above, the award agreements
entitle the award recipients to receive one share of the Company's common stock
for each vested Unit. The vesting period of the 2023 LTIP began on January 1,
2023 and terminates on December 31, 2025 (the "Performance Vesting Date").

The Units subject to time-based vesting, including 95,692 Units to Mr. Oviatt,
95,692 Units for Mr. Tidball, and 16,956 Units to Mr. Fisher, will vest in three
equal and annual installments beginning December 31, 2023 and ending on December
31, 2025 if the award recipients' employment continues with the Company through
such dates.

The performance-vesting Units, including up to 191,384 Units for Mr. Oviatt,
191,384 Units for Mr. Tidball, and 33,912 Units to Mr. Fisher, may vest over a
three-year performance period beginning January 1, 2023 (the "Performance
Period") based upon the following Company performance metrics:

Performance Metric                          Weight         Target              Above Target             Outstanding
Total Shareholder Return (based on the           1/3              94.2%                 142.7%                 191.3%
Company's closing price of its common stock
at the end of the Performance Period
relative to its closing price as of the
last trading day in 2022)
Relative Total Shareholder Return (based on      1/3         Third Quartile        Second Quartile         First Quartile
the Company's ranked performance in closing
stock price growth relative to a peer group
of companies during the Performance Period)
EBITDA as a Percentage of Total Revenue          1/3               15%                  17.5%                    20%



One-third of such performance-vesting Units, consisting of 63,794 Units for Mr.
Oviatt, 63,794 Units for Mr. Tidball, and 11,304 Units for Mr. Fisher, may vest
for each of the three performance metrics identified in the table above. The
number of Units that will vest for each performance metric on the Performance
Vesting Date shall be determined as follows:
a.if the "Target" level for such performance metric is not achieved, none of the
Units relating to such performance metric will vest;
b.if the "Target" level (but no higher level) for such performance metric is
achieved, 50% of the Units relating to such performance metric will vest;
c.if the "Above Target" level (but no higher level) for such performance metric
is achieved, 75% of the Units relating to such performance metric will vest; and
d.if the "Outstanding" level for such performance metric is achieved, 100% of
the Units relating to such performance metric will vest.

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The foregoing summary of the 2023 Executive Incentive Plan and the Restricted
Stock Unit Award Agreements is qualified in its entirety by the text of the 2023
Executive Incentive Plan and each of the Restricted Stock Unit Award Agreements,
which the Company intends to file as exhibits to its Quarterly Report on Form
10-Q for the quarter ending March 31, 2023.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits
Exhibit Number                Description

104.0                         Cover Page Interactive Data File (embedded within the Inline XBRL)
                              document)

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