DEF 14A of Powell Industries Inc
Filed Jan 6, 2026 · FY20250001140361-26-000342
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The terms of Alaina K. Brooks and Katheryn B. Curtis are scheduled to expire at the Annual Meeting or until their successors are duly elected and qualified under the Company’s bylaws. The terms of the remaining directors continue after the Annual Meeting. The Nominating and Governance Committee has nominated Alaina K. Brooks and Katheryn B. Curtis for election as directors with terms scheduled to expire in fiscal year 2029 or until their successors are duly elected and qualified. Ms. Brooks and Ms. Curtis currently serve as directors of the Company. Although the Board does not contemplate that any nominee will be unable or unwilling to serve, if such a situation arises prior to the Annual Meeting, and the Board does not elect to reduce the size of the Board, the persons named in the enclosed form of proxy will have the authority to vote shares represented thereby for a substitute candidate nominated by the Board.
RECOMMENDATION OF THE BOARD
RECOMMENDATION OF THE BOARD The Board recommends that the stockholders vote FOR the election of each of the nominees.
PROPOSAL NO. 2
PROPOSAL NO. 2
ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION
ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 14A of the Securities Exchange Act of 1934, as amended (“the Exchange Act”) and the preference for annual non-binding advisory votes on executive compensation expressed by the Company’s stockholders at the 2023 Annual Meeting of Stockholders, the Board is providing the stockholders with the opportunity to endorse or not endorse the Company’s executive compensation (commonly known as “say-on-pay”) through consideration of the following non-binding advisory resolution: “Resolved, that the stockholders approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “SEC”), including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement.” Because your vote is advisory, it will not be binding on the Board. However, the Compensation and Human Capital Committee will consider the outcome of the vote when making decisions regarding future executive compensation arrangements.
RECOMMENDATION OF THE BOARD
RECOMMENDATION OF THE BOARD The Board recommends a vote FOR the advisory approval of the Company’s executive compensation.
BOARD OF DIRECTORS
BOARD OF DIRECTORS The Board currently consists of nine directors, divided among three classes. The directors whose terms will expire at the Annual Meeting are Alaina K. Brooks, Christopher E. Cragg and Katheryn B. Curtis. The Nominating and Governance Committee has nominated Alaina K. Brooks and Katheryn B. Curtis for election as directors with terms scheduled to expire in fiscal year 2029 or thereafter when their successors are duly elected and qualified. Christopher E. Cragg will not stand for re-election to the Board at the Annual Meeting because of term limits. Immediately following the end of Mr. Cragg’s term, the size of the Board will be reduced to eight directors. Following Mr. Cragg’s departure, more than one-third of the directors have been appointed in the last three years and 75% have been appointed in the last five years. These appointments have added significant experience and skills in mergers and acquisitions, legal and regulation compliance, enterprise risk management and corporate governance. The following table sets forth for each nominee and for each director whose term of office continues after the Annual Meeting, his or her name, age as of the date of the Annual Meeting, offices held with the Company, the date he or she first became a director, and the date of expiration of his or her current term as director.
BOARD OF DIRECTORS
| Name | Age | Offices Held with Company | Director Since | Term Expires | Audit Committee(1) | Compensation and Human Capital Committee | Nominating and Governance Committee | | Alaina K. Brooks | 51 | Director | 2023 | 2026 | Member | — | Member | | Brett A. Cope | 57 | Chairman of the Board, President and Chief Executive Officer | 2016 | 2028 | — | — | — | | Katheryn B. Curtis | 66 | Director | 2020 | 2026 | — | Member | Member | | James W. McGill | 70 | Director | 2018 | 2027 | Member | Chair | — | | Mohit Singh | 49 | Director | 2024 | 2027 | Member | Member | — | | Mark W. Smith | 55 | Director | 2025 | 2027 | Member | — | — | | John G. Stacey | 60 | Director | 2022 | 2028 | — | Member | — | | Richard E. Williams | 67 | Director | 2016 | 2028 | Member | — | Chair |
BOARD OF DIRECTORS
| (1) An Audit Committee Chair is expected to be appointed upon the conclusion of Mr. Cragg’s term. |
BOARD OF DIRECTORS
The following biographies provide information on the principal occupation of each of the nominees and directors whose terms of office continue after the Annual Meeting and also describe the skills, qualifications and experience of each of the nominees and directors. None of the corporations listed (other than the Company) is an affiliate of the Company. Alaina K. Brooks joined Powell’s Board in 2023 and currently serves on the Audit Committee and Nominating and Governance Committee. Ms. Brooks has served as the Chief Legal Officer at S&S Activewear since 2023. From 2018 to 2023, Ms. Brooks served as Executive Vice President, Chief Legal and Administrative Officer and Secretary for EnLink Midstream, LLC after holding a number of General Counsel roles with EnLink Midstream LLC between 2008 and 2018. Before joining EnLink Midstream LLC, she served as an attorney at Weil, Gotshal & Manges LLP since 2003 focusing on complex commercial litigation, and in 2000 served with Baker Botts L.L.P. where she specialized in tax litigation and employment benefits. Ms. Brooks is a Certified Public Accountant in Oklahoma. Ms. Brooks received her BS and MS in Accounting from Oklahoma State University and a JD from Duke University School of Law. Ms. Brooks brings the following experiences to Powell: Business and industry leadership serving as an executive officer in a publicly held energy company, with significant experience in mergers and acquisitions, corporate finance, corporate governance, legal and regulation compliance, enterprise risk management and sustainability. Brett A. Cope joined Powell in 2011 assuming the role of the Vice President of Sales and Marketing. He was later promoted to the Chief Operating Officer in 2015 and then President and Chief Executive Officer effective October 2016. In 2019, Mr. Cope was elected as the Chairman of the Board of Directors and currently holds such position. Prior to joining Powell, Mr. Cope served as Group Vice President for ABB Ltd., responsible for the strategic development and execution of global business initiatives for ABB’s activities with ExxonMobil Corporation. Mr. Cope joined ABB in 1990, where he spent 20 years in various roles within Engineering, Project operations and Sales management. Mr. Cope holds a BS in Applied Science from Miami University in Oxford, Ohio. Mr. Cope brings the following experiences to Powell: Extensive global leadership skills, as well as industry and domain product knowledge. Katheryn B. Curtis joined Powell’s Board in 2020 and currently serves as a member of the Compensation and Human Capital Committee and the Nominating and Governance Committee. Ms. Curtis retired as the Senior Vice President, Generation, for Dominion Energy Virginia in 2022, a position she held since 2014. Prior to this role, she served as Vice President Retail Operations and Vice President Merchant Operations, both for Dominion Energy. Ms. Curtis is a trustee on the Board of the Virginia Holocaust Museum and also serves on the Executive Committee at UVA Wise College. She received her BA from the University of Virginia and her MBA from Virginia Commonwealth University. Ms. Curtis brings the following experiences to Powell: Business leadership as an executive leader of a major investor-owned utility, extensive leadership roles in the operation of power generation stations across the United States, renewable energy development and operations of domestic onshore and offshore wind and solar facilities, expertise in human resources, information technology, and new asset acquisition and integration. James W. McGill joined Powell’s Board in 2018 and currently serves as the Chair of the Compensation and Human Capital Committee and as a member of the Audit Committee. Mr. McGill spent 40 years with Eaton Corporation PLC where he retired as the President of the Electrical Sector - Americas. His other roles included President Eaton Asia Pacific, Executive Vice President, Human Resources and Vice President Eaton Business System for Eaton Corporation. He currently serves on the Board of Badger Meter, Inc. (BMI: US). Mr. McGill received a BA Chemistry from Miami University. Mr. McGill brings the following experiences to Powell: Executive Officer of a public company, extensive experience across a wide range of electrical markets both domestically and internationally, and significant experience in operations, human resources, quality, and supply chain management. Mohit Singh joined Powell’s Board in 2024 and currently serves as a member of the Audit Committee and the Compensation and Human Capital Committee. Most recently, Mr. Singh served as the Executive Vice President and Chief Financial Officer for Expand Energy Corporation, having previously held the same position at Chesapeake Energy Corporation. Prior, Mr. Singh served on the executive leadership team at BPX Energy, the United States onshore subsidiary of BP, for six years. He most recently led the M&A, corporate land and reserves functions, having previously served as Head of Business Development and Exploration and as Senior Vice President – North Business Unit. Prior to joining BPX, Mr. Singh worked as an investment banker focused on oil and gas transactions for Goldman Sachs from 2008 to 2013 and RBC Capital Markets from 2013 to 2014. He began his career at Shell Exploration & Production Company where he held business planning, reservoir engineering and research engineering roles. Mr. Singh received a BTech in Chemical Engineering from the Indian Institute of Technology - Kanpur and a PhD in Chemical Engineering from the University of Houston. Mr. Singh also holds an MBA from the University of Texas at Austin. Mr. Singh brings the following experiences to Powell: Business and industry leadership serving as an executive officer in a publicly held oil and gas company, significant experience in mergers and acquisitions and expertise in financial and SEC rules. Mark W. Smith joined Powell’s Board in 2025 and currently serves as a member of the Audit Committee. Mr. Smith retired as the Chief Financial Officer of Helmerich and Payne in 2024, a position that he held since 2018. Prior to this role, Mr. Smith held a variety of roles with Atwood Oceanics, serving as the Chief Financial Officer, Chief Accounting Officer and Vice President of Corporate Services from 2009 through 2017. Before joining Atwood Oceanics, he held a variety of positions with Arthur Anderson and PricewaterhouseCoopers. He currently serves on the board of Forum Energy Technologies, Inc (FET:US), a provider of oil field services products and solutions. Mr. Smith holds an MBA and BBA from Baylor University and is a registered CPA with the State of Texas. Mr. Smith brings Powell the following experiences: Business leadership as an Executive Officer for a public company in the oil & gas industry, expertise leading large finance and accounting organizations and knowledge in financial and SEC rules.
BOARD OF DIRECTORS
John G. Stacey joined Powell’s Board in 2022 and currently serves as a member of the Compensation and Human Capital Committee and is the Presiding Director. Since 2008, Mr. Stacey has served as the Executive Vice President and Chief Human Resource Officer at Harman International Industries, a subsidiary of Samsung Electronics. Prior to joining Harman, Mr. Stacey held a variety of human resource roles with Labbatt Brewing Company and Anheuser-Busch Inbev SA/NV from 1990 through 2008, most recently serving as Vice President People, Inbev North America. He currently serves on the Board of Gentherm Incorporated (THRM:US), a global developer of thermal management technologies for the automotive industry. He is also a member of the Board of Koki Holding Company, a Japan-based power and air tool manufacturer across multiple brands. Mr. Stacey received a Bachelor of Commerce with specialization in Human Resources and Industrial Relations from Memorial University of Newfoundland. Mr. Stacey brings the following experiences to Powell: Business and HR leadership experience across multinational environments, mergers and acquisitions and integration background and significant organizational and strategic planning experience. Richard E. Williams joined Powell’s Board in 2016 and currently serves as the Chair of the Nominating and Governance Committee. He is also a member of the Audit Committee. Mr. Williams retired from Royal Dutch Shell after 36 years, spending 28 years in Shell Pipe Line Corporation, with various business and operations leadership roles and was the President of Shell Wind Energy from 2008 to 2013. His last assignment involved defining Shell’s initial Energy Transition framework for the Americas. Mr. Williams was Chairman of the Board for Houston Technology Center, the interim CEO of Houston Exponential, and is currently the President of CDM Partners, LLC. He obtained his BSEE from Penn State University and is a registered Professional Engineer in Texas. Mr. Williams brings the following experiences to Powell: Business Leadership for a leading alternative energy company, technical experience as a Professional Engineer, and extensive knowledge of the oil and gas and pipeline industries.
Director Compensation
Director Compensation The Company uses a combination of cash and equity-based compensation in the form of restricted stock to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board. Only directors who are not employees of the Company or any of its subsidiaries or affiliates are entitled to receive a fee or reimbursement of out-of-pocket expenses for their services as directors. For Fiscal 2025, compensation for non-employee directors was comprised of the following components:
Director Compensation
| | Cash Compensation | | Quarterly Retainer – Audit Committee Chair | $20,750 | | Quarterly Retainer – Compensation and Human Capital Committee Chair | $19,250 | | Quarterly Retainer – Nominating and Governance Committee Chair | $19,250 | | Quarterly Retainer – Presiding Director | $19,250 | | Quarterly Retainer – All Other Directors | $16,250 | | Annual Restricted Stock Award (value) | $100,000 |
Director Compensation
In addition to the above, the Company reimburses expenses related to attendance at meetings of directors. The Company has stock ownership guidelines for its non-employee directors. Under these guidelines, each non-employee director is required to own and hold a minimum of vested or unvested shares of the Company equal to $195,000. Each non-employee director has four years to comply with the stock ownership guidelines and all non-employee directors are in compliance with the stock ownership guidelines. Mr. Mark W. Smith has not yet reached the ownership target due to his tenure. The stockholders voted in 2014 to approve the Company’s 2014 Non-Employee Director Equity Incentive Plan (as amended, the “Director Plan”) and approved an amendment to the plan in 2022 to increase to 350,000 shares the total number of shares of Common Stock available for issuance under the Director Plan. The total number of shares of Common Stock that currently remain available for issuance under the Director Plan is 174,850 shares. The plan is administered by the Compensation and Human Capital Committee. Eligibility to participate in the plan is limited to those individuals who are members of the Board of the Company and who are not employees of the Company or any affiliate of the Company. Under the terms of the Director Plan, the maximum number of shares subject to stock options and stock appreciation rights that may be granted during any calendar year to any individual under the Director Plan is 12,000 shares. The total number of shares that may be issued for awards to any single participant during a calendar year for other stock-based awards (excluding stock options and SARs) is 4,000 shares. In Fiscal 2024, the Compensation and Human Capital Committee revised the non-employee directors’ annual restricted stock compensation from a fixed-shares arrangement to a fixed-value arrangement. Each non-employee director will receive restricted shares of the Company’s Common Stock valued at $100,000 annually.
DIRECTOR COMPENSATION FOR FISCAL 2025
DIRECTOR COMPENSATION FOR FISCAL 2025 The table below summarizes the compensation paid by the Company to non-employee directors for Fiscal 2025.
DIRECTOR COMPENSATION FOR FISCAL 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Alaina K. Brooks | 65,000 | 100,010 | | 165,010 | | Christopher E. Cragg | 83,000 | 100,010 | | 183,010 | | Katheryn B. Curtis | 71,000 | 100,010 | | 171,010 | | James W. McGill | 77,000 | 100,010 | | 177,010 | | John G. Stacey | 71,000 | 100,010 | | 171,010 | | Mohit Singh | 65,000 | 100,010 | | 165,010 | | Mark W. Smith(3) | — | 51,118 | | 51,118 | | Richard E. Williams | 77,000 | 100,010 | | 177,010 |
DIRECTOR COMPENSATION FOR FISCAL 2025
| (1) The amounts in this column reflect the aggregate grant date fair value, computed in accordance with ASC Topic 718, pursuant to the 2014 Non-Employee Director Equity Incentive Plan. See Note K to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for assumptions made by us in such valuation. |
DIRECTOR COMPENSATION FOR FISCAL 2025
| (2) For all individuals, with the exception of Mr. Smith, 500 shares of unvested restricted stock remained outstanding as of September 30, 2025 arising from the February 2025 issuance of restricted stock, which will vest on the earlier of the first anniversary of the date of the grant or the next annual meeting of stockholders, whichever occurs first. On August 1, 2025, Mr. Smith was granted one half of the annual Non-Employee Director Equity Grant equating to 230 shares of unvested restricted stock, which will vest one year from the grant date. |
DIRECTOR COMPENSATION FOR FISCAL 2025
| (3) Effective August 1, 2025, Mr. Smith was appointed to the Board to serve a term expiring at the Company’s annual stockholder meeting in 2027 or until his successor is duly elected and qualified. |
Overview
| • | A policy to prohibit the use of excise tax gross-ups in executive employment agreements, commencing with executive employment agreements entered into on or after October 1, 2013; and |
Overview
| • | Adoption of a limit on the number of shares that may be earned by each executive under long-term incentive awards, which replaces a prior compensation practice of no share limitation. |
Overview
| • | Incentive plan metrics are aligned with our business strategy; |
Overview
| • | The full range of potential payouts under each plan is understood; |
Overview
| • | Short-term incentive payouts are capped; |
Overview
| • | Long-term incentive payouts are capped; |
Overview
| • | Performance, structure and target incentive plan opportunities are comparable to those of the industry or peers; |
Overview
| • | The Company’s focus on long-term performance aligns executives with stockholder interests, and incentives are determined over a time horizon that is consistent with the Company’s business cycle; and |
Overview
| • | The Compensation and Human Capital Committee reviews and discusses material risks when considering incentive programs. |
Our Fiscal 2025 Performance
Our Fiscal 2025 Performance Although target incentive opportunities are set by reference to market data, the incentive plan terms provide for actual payouts to be based upon actual performance results. For Fiscal 2025, short-term incentives were paid at above target levels for the NEOs as performance results exceeded the Company’s established goal. For Fiscal 2025, long-term equity incentives were also awarded as the Company’s performance results exceeded the threshold target over the three year period ended September 30, 2025 as established by the Board of Directors.
Executive Total Compensation Philosophy and Objectives
| • | Encourage our executives to focus on both the short-term and long-term performance of the Company. |
Executive Compensation Elements
| • | Short-Term Cash Incentive Plan; |
Executive Compensation Elements
| • | Long-Term Compensation Plan, or LTCP; and |
Executive Compensation Elements
Base Salary. The Company pays base salaries to executive officers in order to compensate them for day-to-day services rendered to the Company over the course of each year. Salaries for executive officers are reviewed annually by the Compensation and Human Capital Committee. In determining individual salaries, the Compensation and Human Capital Committee considers the scope of the executive’s job responsibilities, unique skill sets and experience, individual contributions, market conditions, current compensation as compared to the results of peer analyses and surveys of related-industry companies, as well as the specific actions and strategic activities of such executive officer for the prior year. In particular, the Compensation and Human Capital Committee reviews the CEO’s job performance for the prior year, from both a quantitative aspect and a qualitative aspect as noted below under “Compensation Opportunities for Fiscal 2025.” Short-Term Cash Incentive Compensation. The Company utilizes cash incentive pay in order to incentivize the achievement of specific operating and financial objectives that are determined on an annual basis. The methodology for determining annual cash incentive pay is identical for each of our NEOs. Long-Term Compensation. It is the Company’s opinion that the interests of stockholders are best served when a portion of employee compensation is tied to the long-term performance of the Company and the value realized by its investors. Pursuant to the Company’s 2014 Equity Incentive Plan, the Compensation and Human Capital Committee is authorized to grant stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other equity-based awards. Recently, the Company has used time- and performance-vesting restricted stock unit awards as a means to incentivize long-term employment and performance and to align individual compensation with the objective of building long-term stockholder value. The Compensation and Human Capital Committee’s goal is to make all annual compensation decisions, including approval of equity awards to NEOs, at its regularly scheduled meetings. Benefits and Certain Perquisites. The Company provides its NEOs with a very limited number of perquisites that the Compensation and Human Capital Committee believes are reasonable and consistent with its overall goal of offering competitive compensation programs. The Compensation and Human Capital Committee periodically reviews the levels of perquisites provided to the NEOs to assure they remain reasonable and appropriate. 401(k) Plan. Powell Industries, Inc. 401(k) Plan is a tax-qualified retirement savings plan in which most U.S. employees, including the NEOs, are eligible to participate. Key elements of the plan include: (1) participants may elect to make contributions on a pre-tax basis, (2) contributions are limited by the Code, (3) the Company matches 50% of the first 7% of pay that is contributed to the savings plan, and (4) all employee contributions vest immediately. NEOs participate in the 401(k) Plan on the same basis as other employees of the Company. Deferred Compensation Plan. The NEOs are eligible to participate in the Powell Industries, Inc. Deferred Compensation Plan, which is a non-qualified retirement savings plan intended to comply with Code Section 409A in terms of its design and administration. This Plan provides the opportunity to increase deferrals of base salary and to elect deferrals of annual cash incentive compensation awards. Key elements of the plan include: participants can contribute up to 50% of their base salary and 90% of their short-term cash incentive compensation awards in excess of the amounts eligible to be contributed to the Company’s 401(k) Plan. Base salary and short-term cash incentive compensation deferrals are eligible for an employer matching contribution. Employee contributions and earnings credits on account balances vest immediately.
Factors Considered When Determining Total Compensation
Factors Considered When Determining Total Compensation Peer Group Information. The Compensation and Human Capital Committee sets base salaries and short-term and long-term incentive target levels based in part on market reference points that reflect its consultant’s analysis of the compensation practices of a peer group of companies in similar industries, of reasonably similar size and with comparable business cycles. Additional market information may be considered using survey data obtained from Equilar, Inc. While the Company does not use the median of market practice as a reference point, it does consider the market median as an informal benchmark for measuring the overall competitiveness of executives’ total compensation opportunity given each individual’s performance, qualifications and experience and the performance of the Company. In September 2025, the Compensation and Human Capital Committee made a thorough review of the companies that had comprised the peer group in prior years and determined that it was prudent to remove one of the companies in the peer group as a result of such company’s strategy moving away from being a manufacturing peer. It is the Compensation and Human Capital Committee’s intent to routinely review the make-up of the peer group and to make adjustments to the composition of the group as deemed appropriate. The companies approved as the Fiscal 2025 peer group are listed below (the “Proxy Peer Group”).
Compensation Peer Group for Fiscal 2025
Compensation Peer Group for Fiscal 2025
Compensation Peer Group for Fiscal 2025
| Ameresco, Inc. | Belden, Inc. | CECO Environmental | | Daktronics, Inc. | EnerSys | Franklin Electric Company, Inc. | | Gibraltar Industries, Inc. | Littelfuse, Inc. | LSI Industries, Inc. | | Matthews International Corp. | Preformed Line Products Company | Sterling Infrastructure, Inc. | | Thermon Group Holdings, Inc. | Woodward, Inc. | |
Compensation Peer Group for Fiscal 2025
External Market Conditions and Individual Factors. In addition to using peer and survey data, the Compensation and Human Capital Committee also takes into account external market conditions and individual factors when establishing the total compensation of each NEO. Some of these factors include the executive’s performance, level of experience, tenure, responsibilities and position, in addition to competitive pressures for that position within the industry, economic developments, the condition of labor markets and the financial and market performance of the Company. The Compensation and Human Capital Committee uses tally sheets that outline the executive’s historical and proposed compensation. The Compensation and Human Capital Committee also considers internal equity when evaluating the compensation of our NEOs relative to one another. The Company has adopted the following policies to assure that executives’ interests are aligned with those of stockholders, that there is a mechanism to recover compensation when this payment was not consistent with Company policy and to mitigate against risks inherent in compensation programs:
Executive Incentive Award Recoupment Policy
Executive Incentive Award Recoupment Policy The Company has adopted a policy that (i) in the event of a restatement of the Company’s financial results (a “Restatement”) due to material noncompliance with any financial reporting requirement or misconduct by an executive or (ii) in the event no Restatement is required but the Board determines an executive engaged in misconduct that contributed to inaccurate operation metrics; with (i) or (ii) resulting in any performance-based compensation paid during the 12 months preceding such Restatement that would have been lower had it been calculated based on such restated results, the Compensation and Human Capital Committee may, to the extent practicable and permitted by applicable law, seek to recover from such executive all of the incentive compensation paid to such executive or credited to such executive’s deferred compensation account for the relevant period.
How the Company Determines Changes in Compensation for Named Executive Officers
| • | The accomplishment of long-term strategic objectives; |
Compensation Opportunities for Fiscal 2025
Compensation Opportunities for Fiscal 2025 The base salary, short-term incentive opportunity and long-term incentive opportunity established for each of our NEOs are intended to provide total target compensation appropriately positioned competitively for individuals in comparable positions and in markets in which we compete for executive talent. Consistent with our objectives, 75% of our CEO’s total target pay opportunity is offered in the form of short-term and long-term incentives. The following table shows Fiscal 2025 target direct compensation opportunities for our NEOs:
Target Pay Opportunity for Fiscal 2025
| Named Executive Officer | Base Salary | Short-Term Incentive Target (Percent of Base Salary) | Long-Term Incentive Target (Percent of Base Salary) | Total Target Pay Opportunity | | Brett A. Cope | $660,000 | 125% | 170% | $2,607,000 | | Michael W. Metcalf | $400,400 | 75% | 75% | $1,001,000 | | Davide Tuninetti(1) | $325,000 | 50% | 60% | $682,500 | | Robert B. Callahan(2) | $306,774 | 50% | 60% | $644,225 |
Short-term Cash Incentive Compensation Opportunity
Short-term Cash Incentive Compensation Opportunity
Short-term Cash Incentive Compensation Opportunity
| Named Executive Officer | Threshold(1) (Percent of Base Salary) | Target (Percent of Base Salary) | Maximum, or Overachievement(2) (Percent of Base Salary) | | Brett A. Cope | 62.5% | 125.0% | 250.0% | | Michael W. Metcalf | 37.5% | 75.0% | 150.0% | | Davide Tuninetti(3) | 25.0% | 50.0% | 100.0% | | Robert B. Callahan(4) | 25.0% | 50.0% | 100.0% |
Short-term Cash Incentive Compensation Opportunity
| Notes: (1) | Threshold is 50% attainment of the target objectives for the fiscal year. |
Short-term Cash Incentive Compensation Opportunity
| (2) The maximum, or over achievement, percentage is 200% attainment of the targeted objectives for the fiscal year. |
Short-term Cash Incentive Compensation Opportunity
| (3) Mr. Tuninetti joined the Company effective February 3, 2025. |
Short-term Cash Incentive Compensation Opportunity
| (4) Mr. Callahan retired from the Company effective December 20, 2024. |
Short-term Cash Incentive Compensation Opportunity
Fiscal 2025 Financial Objectives: For Fiscal 2025, management prepared a report on the achievement of short-term cash incentive goals which were reviewed and approved by the Compensation and Human Capital Committee. The amounts set forth below show the target values for achieving the threshold, target and maximum levels established for each financial objective. The table below discloses the Fiscal 2025 program threshold, target and maximum targets that were approved in advance of the fiscal year as well as the actual outcomes that led to payouts that were above target.
Short-term Cash Incentive Compensation Opportunity
| | Threshold | Target | Maximum | Actual | Actual Performance Multiplier | | EBITDA ($Million)(1) | $144.3 | $169.8 | $195.3 | $225.1 | 200.0% | | Working Capital (% of Revenue)(2) | 3.16% | 2.11% | 1.05% | 0.62% | 200.0% |
Short-term Cash Incentive Compensation Opportunity
| Notes: (1) | EBITDA is calculated from the Company’s audited financial statements as income (loss) before income taxes less interest income, interest expense, amortization of intangible assets, and depreciation. |
Short-term Cash Incentive Compensation Opportunity
| (2) Working Capital is defined as the average current assets (excluding cash) less current liabilities for previous thirteen months divided by annual Revenue. |
Short-term Cash Incentive Compensation Opportunity
The table below summarized the Short-term Incentive Compensation program for Fiscal 2025.
Short-term Cash Incentive Compensation Opportunity
| | EBITDA 75% | Working Capital 25% | Performance Summary 100% | Short-Term Incentive Award | | Brett A. Cope | 200.0% | 200.0% | 200.0% | $1,650,000 | | Michael W. Metcalf | 200.0% | 200.0% | 200.0% | $600,600 | | Davide Tuninetti(1) | 200.0% | 200.0% | 200.0% | $213,699 | | Robert B. Callahan(2) | 100.0% | 100.0% | 100.0% | $38,662 |
Short-term Cash Incentive Compensation Opportunity
| Notes: (1) | Mr. Tuninetti joined the Company effective February 3, 2025. Mr. Tuninetti’ s awards were pro-rated based on days of employment during Fiscal 2025. |
Short-term Cash Incentive Compensation Opportunity
| (2) Mr. Callahan retired from the Company effective December 20, 2024. The value represented in the table reflects the actual pro-rata payment to Mr. Callahan on his retirement date. |
Short-term Cash Incentive Compensation Opportunity
Long-Term Incentives: In September 2024, the Compensation and Human Capital Committee elected to use two long-term compensation vehicles for each of our NEOs for Fiscal 2025. All officers participate in long-term performance-vesting restricted stock unit awards and in time-vesting restricted stock unit awards; 50% of the target value of each executive’s long-term incentive opportunity is performance-vesting restricted stock unit awards, and 50% of the target value of each executive’s long-term incentive opportunity is time-vesting restricted stock units. The number of performance-based restricted stock units and time-vesting restricted stock awards was determined by dividing the target compensation amount by the value of one share of the Company’s Common Stock. The value used in the calculation was the average of the closing price on each trading day between September 1 through September 30, 2025. Time-vesting restricted stock unit awards vest on a pro-rata basis over a three-year period. Vesting of performance-based restricted stock unit awards awarded executive officers is dependent on (i) such officer’s continued service for three years following the award and (ii) the Company achieving a specified performance objective over such three-year period. The Compensation and Human Capital Committee chose a three-year vesting period because it believes such a requirement is consistent with the practices of other companies in the markets in which Powell competes. The Compensation and Human Capital Committee used two performance measures for the performance-vesting awards: a three-year aggregate EBITDA% and a weighted Safety performance metric (Experience Modification Rating). The Safety performance is weighted 60% in the most recent year, 30% in the second year and 10% in the third year. The Compensation and Human Capital Committee believes that these metrics will encourage growth in strategic areas of the business, enhancing profitability and improving the quality of revenue while maintaining safe operational processes. The actual number of performance shares earned will be determined according to the table below by multiplying the percentage earned by the number of performance-based restricted stock units initially awarded on October 1, 2024. The number of performance units earned when performance falls between threshold and target is determined by straight-line interpolation. The slope of the line established for performance between threshold and target is extended for results above target. The number of units that may be earned is capped, any level of EBITDA% or safety performance rating in excess of 200% of target will not be considered in determining performance-based long-term incentive outcomes. Time-based restricted stock and performance-based restricted units awarded to NEOs on October 1, 2024, were as follows:
Short-term Cash Incentive Compensation Opportunity
| Named Executive Officer | Performance-Vesting Restricted Shares | Time-Vesting Restricted Units(1) | | Brett A. Cope | 3,100 | 3,100 | | Michael W. Metcalf | 900 | 900 | | Davide Tuninetti(1) | — | 780 | | Robert B. Callahan(2) | 600 | 600 |
Short-term Cash Incentive Compensation Opportunity
| Note: (1) | Mr. Tuninetti received 780 restricted stock units effective as of his start date with the Company on February 3, 2025. |
Short-term Cash Incentive Compensation Opportunity
| (2) Mr. Callahan retired from the Company effective December 20, 2024. |
Long-Term Performance Award Vesting Schedule
Long-Term Performance Award Vesting Schedule
(Percent of Performance Units that Vest)
(Percent of Performance Units that Vest) Performance-based long-term incentive Restricted Stock Units granted on October 1, 2024, for the three-year period ending September 30, 2027, contingent on the Company’s achievement of EBITDA and safety objectives, will vest as shown in the table below:
(Percent of Performance Units that Vest)
| | LTI Weighting | Threshold | Target | Maximum | | EBITDA% (% Target) | 80% | 50% | 100% | 200% |
(Percent of Performance Units that Vest)
| | LTI Weighting | LTI Payout | | Safety - 3 Year Weighted Experience Modification Rating (EMR) | 20% | | | 1.01+ | | 0% | | 0.76 - 1.00 | | 100% | | 0.51 - 0.75 | | 125% | | 0.26 - 0.50 | | 150% | | 0.00 - 0.25 | | 200% |
Vesting of Prior Year Awards
Vesting of Prior Year Awards Performance-based long-term incentive awards effective for the three-year period ended September 30, 2025 were contingent on the Company’s achievement of EBITDA and Safety objectives. Target numbers of shares, performance targets, performance outcomes and shares earned (as verified by the Compensation and Human Capital Committee) under the awards are shown in the table below:
Performance Shares Earned
Performance Shares Earned
Performance Shares Earned
| | Target Shares | Performance Multiplier | Shares Earned | | Brett A. Cope | 21,700 | 180% | 39,060 | | Michael W. Metcalf | 6,300 | 180% | 11,340 | | Davide Tuninetti(1) | — | 180% | — | | Robert B. Callahan(2) | 5,900 | 100% | 5,900 |
Performance Shares Earned
| Notes: (1) | Mr. Tuninetti joined the Company effective February 3, 2025. |
Performance Shares Earned
| (2) Mr. Callahan retired from the Company effective December 20, 2024. All of his outstanding awards vested in connection with such retirement. |
Severance and Employment Agreements
Severance and Employment Agreements Beginning in fiscal year ended September 30, 2012, the Company has entered into executive employment agreements with certain executives, including the NEOs. In order for the Company to recruit and retain the best possible executives, the Company seeks to negotiate employment agreements that provide for the mutual benefit of the Company, its stockholders and the executive. Our executive employment agreements exclusively govern the executive’s rights upon termination of employment with the Company which include: A) Termination by the Company for Cause or Resignation by Executive without Good Reason (in each case, as defined in the executive’s employment agreement); B) Retirement, Disability or Death; C) Termination by the Company for Poor Performance; D) Termination by the Company without Cause and not for Poor Performance or Resignation by the executive for Good Reason prior to a Change in Control; and E) Termination by the Company without Cause and not for Poor Performance or Resignation by the executive for Good Reason during the Protected Period following a Change in Control. See Potential Payments Upon Termination or Change-In-Control At Fiscal Year-End.
Option Grant Practices
Option Grant Practices Although our 2014 Equity Incentive Plan authorizes the grant of stock options, stock options are not part of our executive compensation program, and there are no stock options outstanding under the plan. We therefore (i) do not grant, and have not granted, stock options in anticipation of the release of material nonpublic information, (ii) do not time, and have not timed, the release of material nonpublic information based on stock option grant dates or for the purpose of affecting the value of executive compensation, (iii) do not take, and have not taken, material nonpublic information into account when determining the timing and terms of stock options, (iv) do not have a formal policy with respect to the timing of stock option grants, and (v) did not grant stock options or stock appreciation rights in Fiscal 2025.
EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATION The following table summarizes information as of September 30, 2025 about our equity compensation plans.
EQUITY COMPENSATION PLAN INFORMATION
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(2) | Weighted- Average Exercise price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities shown in first column)(3) | | Equity compensation plans approved by stockholders(1) | 120,616 | N/A | 608,982 | | Equity compensation plans not approved by stockholders | — | N/A | — | | Total | 120,616 | N/A | 608,982 |
EQUITY COMPENSATION PLAN INFORMATION
| Notes: (1) | Consists of shares of Common Stock issued or remaining available for issuance under our 2014 Equity Incentive Plan and 2014 Non-Employee Director Equity Incentive Plan. |
EQUITY COMPENSATION PLAN INFORMATION
| (2) For performance-based awards, represents the number of shares of Common Stock issuable at target levels of performance. |
EQUITY COMPENSATION PLAN INFORMATION
| (3) Consists of 434,132 shares of Common Stock remaining available for issuance under the 2014 Equity Incentive Plan and 174,850 shares of Common Stock remaining available for issuance under our 2014 Non-Employee Director Equity Incentive Plan. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023 The following table provides certain summary information concerning cash and certain compensation paid to the NEOs of the Company.
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Brett A. Cope President and Chief Executive Officer(1) | 2025 | $660,000 | $— | $1,129,268 | $— | $1,650,000 | $102,767 | $58,334 | $3,600,369 | | | 2024 | $600,000 | $— | $1,034,316 | $— | $1,500,000 | $245,801 | $56,061 | $3,436,178 | | | 2023 | $540,800 | $— | $922,684 | $— | $1,352,000 | $48,853 | $57,924 | $2,922,261 | | Michael W. Metcalf Executive Vice President and Chief Financial and Principal Accounting Officer | 2025 | $400,400 | $— | $327,852 | $— | $600,600 | $96,625 | $57,223 | $1,482,700 | | | 2024 | $385,000 | $— | $305,208 | $— | $577,500 | $220,237 | $54,928 | $1,542,873 | | | 2023 | $351,520 | $— | $480,476 | $— | $527,280 | $(19,229) | $53,316 | $1,393,363 | | Davide Tuninetti Current Vice President and Chief Human Resource Officer(6) | 2025 | $216,683 | $— | $180,242 | $— | $213,699 | $— | $25,956 | $636,580 | | | 2024 | $— | $— | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— | $— | $— | | Robert B. Callahan Former Vice President and Chief Human Resource Officer and Chief Information Officer(7) | 2025 | $69,811 | $— | $218,568 | $— | $38,662 | $(39,031) | $15,301 | $303,311 | | | 2024 | $306,774 | $— | $186,516 | $— | $306,774 | $175,083 | $49,263 | $1,024,410 | | | 2023 | $— | $— | $— | $— | $— | $— | $— | $— |
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023
| Notes: (1) | Mr. Cope received no additional compensation for serving on the Board of Directors. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023
| (2) The amounts in this column, which relate to compensation described as “Long-Term Compensation” under the Compensation Discussion & Analysis, reflect the aggregate grant date fair value of equity awards granted during the year, computed in accordance with ASC Topic 718, pursuant to our 2014 Equity Incentive Plan, and based upon the probable outcome of any performance condition. See Note K to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for assumptions made by us in such valuation. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023
| (3) The amounts set forth under the column labeled “Non-Equity Incentive Plan Compensation” relate to compensation described as “Short-Term Cash Incentive Compensation” under the Compensation Discussion & Analysis. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023
| (4) The amounts in this column reflect the market returns credited to each NEO’s account in the Nonqualified Deferred Compensation Plan. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023
| (5) The amounts in this column reflect: A) matching contributions by the Company pursuant to the Powell Industries, Inc. 401(k) Plan for Messrs. Cope, Metcalf, Tuninetti and Callahan which for Fiscal 2025 was $12,250, $12,483, $5,562 and $6,606 respectively; B) matching Company contributions made under the Nonqualified Deferred Compensation Plan for Fiscal 2025 was $11,791 for each of Messrs. Cope and Metcalf; C) an automobile allowance which for Fiscal 2025 was $24,000 for each of Messrs. Cope and Metcalf, $16,000 for Mr. Tuninetti and $6,000 for Mr. Callahan; D) an executive physical allowance for Messrs. Cope, Metcalf, Tuninetti and Callahan, which for Fiscal 2025 was $1,715 each; E) supplemental executive life and disability insurance for Messrs. Cope, Metcalf, Tuninetti and Callahan, which for Fiscal 2025 was $8,578, $7,234, $2,679 and $979 respectively. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023
| (6) Mr. Tuninetti joined the Company on February 3, 2025. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2025, 2024 AND 2023
| (7) Mr. Callahan retired from the Company effective December 20, 2024. |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025 The following table shows plan-based awards granted to the NEOs during Fiscal 2025. The plan-based awards identified in the table below that are also equity-based are reported in the Outstanding Equity Awards at Fiscal Year-End table as well.
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
| Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Options Awards ($)(1) | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Brett A. Cope | $412,500 | $825,000 | $1,650,000 | 1,550 | 3,100 | 6,200 | 3,100 | | | $1,129,268 | | Michael W. Metcalf | $150,150 | $300,300 | $600,600 | 450 | 900 | 1,800 | 900 | | | $327,852 | | Davide Tuninetti(2) | $81,250 | $162,500 | $325,000 | — | — | — | 780 | | | $180,242 | | Robert B. Callahan(3) | $76,693 | $153,387 | $306,774 | 300 | 600 | 1,200 | 600 | | | $218,568 |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
| Note: (1) | The amounts in this column reflect the grant date fair value of the award, computed in accordance with ASC Topic 718, pursuant to the 2014 Equity Incentive Plan, and based upon the probable outcome of any performance condition. The grant date for Messrs. Cope, Metcalf and Callahan was October 1, 2024 and such grants were authorized by the Compensation and Human Capital Committee on September 24, 2024. The grant date for Mr. Tuninetti was February 3, 2025. |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
| (2) Mr. Tuninetti joined the Company effective February 3, 2025. |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
| (3) Mr. Callahan retired from the Company effective December 20, 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on the holdings of stock options and restricted stock unit awards of the NEOs at September 30, 2025. This table includes unexercised and unvested options awards. Each outstanding award is shown separately for each NEO.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(8) ($) | | Brett A. Cope | — | — | | | | | 12,200(1) | $3,718,682 | | | | | | | 2,034(2) | $619,984 | | | | | | | | | | | 6,200(3) | $1,889,822 | | | | | | | 2,067(4) | $630,042 | | | | Michael W. Metcalf | — | — | | | | | 3,600(1) | $1,097,316 | | | | | | | 600(2) | $182,886 | | | | | | | | | | | 1,800(3) | $548,658 | | | | | | | 600(4) | $182,886 | | | | Davide Tuninetti(6) | — | — | | | | | — | $— | | | | | | | 780(5) | $237,752 | | | | | | | | | | | — | $— | | | | | | | — | $— | | | | Robert B. Callahan(7) | — | — | | | | | — | $— | | | | | | | — | $— | | | | | | | | | | | — | $— | | | | | | | — | $— | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Notes: (1) | Represents the number of shares of Common Stock that will vest at maximum performance, based on a performance-vesting restricted stock unit (RSU) agreement dated October 1, 2023. Based on continued employment with the Company, the RSUs will vest on September 30, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) Represents the number of shares of Common Stock that will vest, based on a time-vesting RSU agreement dated October 1, 2023. Based on continued employment with the Company, 100% of the remaining units available will vest on September 30, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) Represents the number of shares of Common Stock that will vest at maximum performance, based on a performance-vesting RSU agreement dated October 1, 2024. Based on continued employment with the Company, the RSUs will vest on September 30, 2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) Represents the number of shares of Common Stock that will vest, based on a time-vesting RSU agreement dated October 1, 2024. Based on continued employment with the Company, 50% of the remaining units available will vest on September 30, 2026 and the balance will vest on September 30, 2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) Represents the number of shares of Common Stock that will vest, based on a time-vesting RSU agreement dated February 3, 2025. Based on continued employment with the Company, 33% of the remaining units available will vest on the first, second and third anniversary of the grant date respectively. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) Mr. Tuninetti joined the Company effective February 3, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (7) Mr. Callahan retired from the Company effective December 20, 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (8) Based on the closing sales price per share of the Company’s Common Stock on September 30, 2025 of $304.81. |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025 The following table sets forth information with respect to the NEOs concerning the exercise of stock options and the receipt of stock awards during Fiscal 2025.
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025
| Name | Option Awards | | Stock Awards(1)(2) | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Brett A. Cope | — | — | 49,360 | $15,045,422 | | Michael W. Metcalf | — | — | 19,340 | $5,895,025 | | Davide Tuninetti(4) | — | — | — | $— | | Robert B. Callahan(5) | — | — | 8,633 | $2,121,991 |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025
| Notes: (1) | The numbers and values represented in this table for stock awards reflect pre-tax amounts. |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025
| (2) The number of shares reflected herein represents the number of shares earned as a result of the vesting of restricted stock units during the fiscal year. |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025
| (3) For Messrs. Cope and Metcalf, based on the closing sales price of the Company’s Common Stock on the vesting date of September 30, 2025 of $304.81. For Mr. Callahan, based on the closing sales price of the Company’s Common Stock at his retirement date of December 20, 2024 of $245.80 |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025
| (4) Mr. Tuninetti joined the Company effective February 3, 2025. |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025
| (5) Mr. Callahan retired from the Company effective December 20, 2024. In accordance with Mr. Callahan’s employment agreement, all granted but unvested time-vesting and performance-vesting RSUs vested upon his retirement at December 20, 2024. |
NONQUALIFIED DEFERRED COMPENSATION DURING FISCAL 2025
NONQUALIFIED DEFERRED COMPENSATION DURING FISCAL 2025 The following table sets forth information with respect to the NEOs’ non-qualified deferred compensation during Fiscal 2025. For additional information, see Executive Compensation - Executive Compensation Elements - Deferred Compensation Plan.
NONQUALIFIED DEFERRED COMPENSATION DURING FISCAL 2025
| Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings in Last Fiscal Year (3) ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Brett A. Cope | $240,750 | $11,791 | $102,767 | $— | $1,502,345 | | Michael W. Metcalf | $375,375 | $11,791 | $96,625 | $— | $1,632,895 | | Davide Tuninetti(4) | $— | $— | $— | $— | $— | | Robert B. Callahan(5) | $92,079 | $— | $(39,031) | $(489,701) | $1,158,308 |
NONQUALIFIED DEFERRED COMPENSATION DURING FISCAL 2025
| Notes: (1) | These amounts represent deferrals of the Named Executive Officers’ salary and/or annual incentive compensation and are included in the “Salary” and/or the “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table for Fiscal 2025. |
NONQUALIFIED DEFERRED COMPENSATION DURING FISCAL 2025
| (2) Represents the matching contributions from the Company related to the deferred amount of the annual salary and/or incentive compensation. These reported amounts are included as compensation in the “All Other Compensation” column in the Summary Compensation Table for Fiscal 2025. |
NONQUALIFIED DEFERRED COMPENSATION DURING FISCAL 2025
| (3) These amounts represent the associated earnings on the balance of each participating NEO’s account under the Nonqualified Deferred Compensation Plan. These reported amounts are included as compensation in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for Fiscal 2025. |
NONQUALIFIED DEFERRED COMPENSATION DURING FISCAL 2025
| (4) Mr. Tuninetti joined the Company effective February 3, 2025. |
NONQUALIFIED DEFERRED COMPENSATION DURING FISCAL 2025
| (5) Mr. Callahan retired from the Company effective December 20, 2024. |
POTENTIAL PAYMENTS UPON TERMINATION
POTENTIAL PAYMENTS UPON TERMINATION
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Company is providing the following information about the relationship of the median annual total compensation of the Company’s employees and the annual total compensation of Mr. Cope, our Chief Executive Officer (the “CEO Pay Ratio”). The CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For Powell’s last completed fiscal year, the ratio of the annual total compensation of Mr. Cope to the annual total compensation of the median employee of the Company was as follows:
CEO PAY RATIO
| Year | Mr. Cope’s Total Compensation ($)(1) | Median Employee Total Compensation ($) | Pay Ratio of CEO Compensation to Median Employee ($) | | 2025 | $3,600,369 | $50,876 | 70.8:1 |
CEO PAY RATIO
| Note: (1) | The annual total compensation of Mr. Cope, as reported in the Summary Compensation Table in the Proxy Statement. |
CEO PAY RATIO
To identify the “median employee” from our employee population, the methodology and the material assumptions, adjustments, and estimates used were as follows:
CEO PAY RATIO
| • | We selected September 30, 2025, as the date upon which the Company identified the “median employee,” which is within the last three months of the Company’s fiscal year end and enables us to make an identification in a reasonably efficient and economical manner. |
CEO PAY RATIO
| • | We determined that as of September 30, 2025, Powell’s employee population consisted of 3,143 full-time employees working at the Company and its subsidiaries. Of these individuals, 2,375 were located in the United States and 768 were located in the following countries: |
CEO PAY RATIO
| Country | Number of Employees (#) | | Bahrain | 3 | | United Arab Emirates | 1 | | Canada | 557 | | Singapore | 2 | | United Kingdom | 205 |
CEO PAY RATIO
| • | Given the limited scale of our operations in many of these foreign countries, we elected to exclude all of our employees in the above listed countries, except for Canada and the United Kingdom, as permitted by the SEC rules, as these employees account for less than 5% of our total U.S. and non-U.S. employees. |
CEO PAY RATIO
| • | Powell’s employee population, after taking into consideration the adjustments permitted by SEC rules as described above, consisted of approximately 3,137 individuals as of September 30, 2025. |
CEO PAY RATIO
| • | We identified our median employee based on the total cash compensation paid during the 12-month period ending September 30, 2025 as reflected in our payroll records, which was consistently applied to all of our employees included in the calculation. We annualized the compensation of all full-time employees hired during this period. For purposes of determining the median employee, we considered for each of our employees (i) actual base salary (in the case of hourly workers, base wages including overtime pay); (ii) cash bonuses paid during the year; and (iii) sales commissions, if applicable. For our employees located in Canada and the United Kingdom, we applied a Canadian and United Kingdom to U.S. dollar exchange rate as of September 30, 2025, to the compensation elements paid in Canadian or United Kingdom currency. |
CEO PAY RATIO
| • | After identifying our median employee using the above compensation measure, we calculated the employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. |
CEO PAY RATIO
The CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC, we prepared the analysis set forth below regarding “compensation actually paid” (“CAP”) for our principal executive officer (“PEO”) and non-PEO NEOs and Company performance for the fiscal years listed below. The following graph illustrates the relationship of Compensation Actually Paid (CAP) for our PEO and average CAP for our Non-PEO NEOs in relationship to the Company’s three year cumulative TSR versus our Proxy Peer group as well as the IShares Russell 2000 Index. The following graph illustrates the relationship of Compensation Actually Paid (CAP) for our PEO and average CAP for our Non-PEO NEOs versus the Company’s Net Income. The following graph illustrates the relationship of Compensation Actually Paid (CAP) for our PEO and average CAP for our Non-PEO NEOs versus the Company’s selected measure, EBITDA. The SEC defined CAP data set forth in the table below does not reflect amounts actually realized by our NEOs. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the fiscal year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based upon changes in our stock price. The actual values realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based on(4) | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non- PEO NEOs(3) | POWL Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income ($ Million) | EBITDA ($ Million)(6) | | 2025 | $3,600,369 | $9,181,758 | $807,530 | $1,765,801 | $1,340.31 | $182.35 | $180.7 | $225.1 | | 2024 | $3,436,178 | $14,886,786 | $994,184 | $3,988,930 | $971.27 | $142.14 | $149.8 | $185.6 | | 2023 | $2,922,261 | $9,644,940 | $1,084,655 | $3,097,161 | $359.76 | $117.21 | $54.5 | $71.1 | | 2022 | $2,277,914 | $2,073,440 | $820,511 | $766,145 | $89.31 | $83.41 | $13.7 | $18.9 |
PAY VERSUS PERFORMANCE
| Note: (1) | Brett A. Cope was our PEO for each of the fiscal years presented above. |
PAY VERSUS PERFORMANCE
| (2) To calculate Compensation Actually Paid (“CAP”) for the PEO, the adjustments shown in the table below were made to the Summary Compensation Table (“SCT”) total in accordance with SEC methodology for determining CAP for each year shown. |
PAY VERSUS PERFORMANCE
| (3) To calculate CAP for the Non-PEO NEOs, the adjustments shown in the table below were made to the SCT total in accordance with SEC methodology for determining CAP for each year shown. |
PAY VERSUS PERFORMANCE
| (4) The comparison of total shareholder returns assumes that $100 was invested September 30, 2021 and that dividends were reinvested when paid. |
PAY VERSUS PERFORMANCE
| (5) The peer group used in this disclosure is the Proxy Peer Group. |
PAY VERSUS PERFORMANCE
| (6) We have determined that EBITDA is the financial measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs for the most recently completed fiscal year, to Company performance. |
PAY VERSUS PERFORMANCE
| Year | 2025 | 2024 | 2023 | 2022 | | PEO | Cope | Cope | Cope | Cope | | SCT Total Compensation | $3,600,369 | $3,436,178 | $2,922,261 | $2,277,914 | | Less: Stock Award Values Reported in SCT for the Covered Fiscal Year | $(1,129,268) | $(1,034,316) | $(922,684) | $(780,312) | | Plus: Year-End Fair Value for Stock Awards Granted in Covered Fiscal Year | $1,574,953 | $2,256,972 | $2,998,244 | $552,760 | | Plus: Year-End Fair Value of Awards Granted and Vested in Covered Fiscal Year | $314,869 | $451,306 | $599,616 | $110,552 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Fiscal Years | $673,658 | $3,970,034 | $1,282,112 | $(80,000) | | Change in Fair Value of Stock Awards from Prior Years that Vested in Covered Fiscal Year | $4,002,442 | $5,665,813 | $2,621,796 | $(51,364) | | Plus: Dividend Equivalents Earned During Applicable Fiscal Year Upon Vesting | $144,735 | $140,799 | $143,595 | $43,890 | | Compensation Actually Paid | $9,181,758 | $14,886,786 | $9,644,940 | $2,073,440 |
PAY VERSUS PERFORMANCE
| Year | 2025 | 2024 | 2023 | 2022 | | Non-PEO NEOs | Metcalf, Callahan* and Tuninetti* | Metcalf, Callahan and Honeycutt * | Metcalf and Honeycutt | Metcalf and Honeycutt | | Average Total Compensation in SCT | $807,530 | $994,184 | $1,084,655 | $820,511 | | Less: Average Stock Award Values Reported in SCT for the Covered Fiscal Year | $(242,221) | $(220,428) | $(323,152) | $(207,583) | | Plus: Average Year-End Fair Value for Stock Awards Granted in Covered Fiscal Year | $231,656 | $357,601 | $1,119,150 | $147,045 | | Plus: Average Year-End Fair Value of Awards Granted and Vested in Covered Fiscal Year | $152,405 | $219,548 | $140,930 | $29,413 | | Average Change in Fair Value of Outstanding Unvested Stock Awards from Prior Fiscal Years | $66,256 | $868,997 | $341,054 | $(21,249) | | Average Change in Fair Value of Stock Awards from Prior Years that Vested in Covered Fiscal Year | $730,831 | $1,739,914 | $696,563 | $(13,780) | | Plus: Average Dividend Equivalents Earned During Applicable Fiscal Year Upon Vesting | $19,344 | $29,114 | $37,961 | $11,788 | | Average Compensation Actually Paid | $1,765,801 | $3,988,930 | $3,097,161 | $766,145 |
PAY VERSUS PERFORMANCE
| * Messrs. Honeycutt and Callahan retired from the Company effective January 5, 2024 and December 20, 2024 respectively. Mr. Tuninetti joined the Company effective February 3, 2025. |
PAY VERSUS PERFORMANCE
The most important Financial Performance measures used by the Company to link Compensation Actually Paid to Company Performance for the most recently completed fiscal year for PEO and Non-PEO NEOs, as described in greater detail in the Executive Compensation section of this Proxy Statement, are as follows:
PAY VERSUS PERFORMANCE
| (i) EBITDA |
PAY VERSUS PERFORMANCE
| (ii) Working Capital (% of Revenue) |
PAY VERSUS PERFORMANCE
| (iii) | Net Income |