Cary B. Wood
BROADWINDAbout Cary B. Wood
Cary B. Wood, 58, is Broadwind’s Independent Chairman of the Board, serving as a director since May 18, 2016 and as Chairman since April 2022; he also chairs the Compensation Committee . He is currently CEO of Grede Holdings, with prior CEO roles at Sparton Corporation and Angelica Corporation, and earlier operations leadership at Citation Corporation, GM, and United Technologies . Wood holds a BS in Technology (Purdue, 1989), an MS in Industrial Operations (Lawrence Technological University, 1995), and an MBA in Finance (Loyola University Chicago, 2014) . The Board has determined he is independent under NASDAQ standards; Broadwind’s Board was led by an independent Chairman in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grede Holdings, LLC | Chief Executive Officer | Dec 2019–Present | Full-service supplier; turnaround and growth strategy experience leveraged |
| Angelica Corporation | President & CEO | Jul 2017–Jan 2019 | Led healthcare textiles provider |
| Sparton Corporation (NYSE: SPA) | CEO & Director; President | CEO/Dir Nov 2008–Feb 2016; President Apr 2009–Feb 2016 | Led public company turnaround; M&A execution |
| Citation Corporation (now Grede) | Interim CEO; COO; other roles | Aug 2004–Nov 2008 | Post-bankruptcy stand-ups; operating turnarounds |
| General Motors; United Technologies | Operations/engineering roles | Early career | General management and operations foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westell Corporation (NASDAQ: WSTL) | Director; Chair Compensation; Audit Committee Member | Since 2017 | Compensation chair; audit oversight |
| M&G Duravent, Inc. (private) | Director | Since Jan 2017 | Venting systems firm governance |
| Vishay Precision Group (NYSE: VPG) | Director | Mar 2016–May 2018 | Industrial sensors/foil tech board experience |
Board Governance
- Structure and independence: Board led by Independent Chairman (Wood) in 2024; all directors other than the CEO deemed independent under NASDAQ .
- Meetings and attendance: Board met 12 times in 2024; each director attended at least 87% of Board and committee meetings; all directors attended the 2024 Annual Meeting; independent director executive sessions at least twice per year .
- Current committee memberships:
- Audit: Reiland (Chair), Christman, Press, Shivaram .
- Compensation: Wood (Chair), Christman, Press, Shivaram .
- Governance/Nominating: Christman (Chair), Reiland, Press, Shivaram .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees (annual retainer) | 25,000 | Board forfeited Q1 and Q2 cash retainer; reinstated Q3 |
| Equity awards (RSUs) | 49,999 | 18,382 RSUs granted on May 16, 2024; aggregate grant-date fair value |
| Total | 74,999 | Director compensation table for 2024 |
- Board Compensation Program: Annual equity grant of RSUs with grant value of $50,000 and $12,500 per quarter cash fee; unchanged for 2024, except retainer forfeitures in Q1–Q2 as expense reductions .
- Deferred compensation: Eligible under Broadwind’s Deferred Compensation Plan; no deferrals in 2024 .
Performance Compensation
- Non-employee director compensation is cash plus time-based RSUs; no director performance-based equity metrics or options disclosed for directors in 2024 .
Other Directorships & Interlocks
| Company | Relationship to BWEN | Conflict/Interlock Considerations |
|---|---|---|
| Westell (WSTL) | Unrelated telecom equipment | No related-party transactions disclosed with BWEN |
| M&G Duravent (private) | Unrelated venting systems | No related-party transactions disclosed with BWEN |
| Vishay Precision Group (VPG) | Prior director (ended 2018) | Historical role; no current related-party exposure |
- Related party transactions: Since Jan 1, 2024, BWEN reports no related party transactions above disclosure thresholds; Audit Committee oversees related-party reviews .
Expertise & Qualifications
- Core skills: Manufacturing operations, corporate governance leadership, M&A and business turnarounds, risk assessment, strategic planning, global business leadership; extensive CEO experience in public and private settings .
- Education: BS Technology (Purdue), MS Industrial Operations (Lawrence Technological University), MBA Finance (Loyola University Chicago) .
- Committee leadership: Chairs Broadwind’s Compensation Committee; also Compensation Chair at Westell; audit committee experience at Westell .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 129,702 (less than 1%) |
| RSUs outstanding at 12/31/2024 | 18,382 RSUs vesting May 16, 2025 |
| Ownership guidelines | Directors must own ≥3x prior-year cash retainer within 5 years; all directors in compliance |
| Hedging/pledging | Prohibited for directors; pre-clearance required for any transactions |
Governance Assessment
-
Strengths
- Independent Chairman structure (Wood) providing effective oversight; Board continues to evaluate leadership structure .
- High engagement: 12 Board meetings; ≥87% attendance; executive sessions at least twice annually; full Annual Meeting attendance .
- Compensation oversight quality: Independent Compensation Committee chaired by Wood; retains independent consultant FW Cook; conducts peer benchmarking; clawback policy aligned with SEC/NASDAQ .
- Alignment policies: Stock ownership guidelines for directors; anti-hedging and anti-pledging; Insider Trading Policy and Code of Ethics .
- Shareholder feedback: 2024 say‑on‑pay support at 85%, with Compensation Committee retaining program design consistent with investor preferences .
- Cost discipline signal: Board forfeited Q1–Q2 2024 director cash retainers as part of expense reductions .
-
Watch items / RED FLAGS
- Rights Plan extension to preserve NOLs has an anti‑takeover effect that can deter accumulations over 4.9%; while justified by tax asset protection, investors should monitor governance dynamics under the plan through 2028 .
- No disclosed director performance‑based equity; director pay is fixed cash plus time‑based RSUs (common among small caps), but investors may prefer clearer pay‑for‑performance linkages for board equity; none disclosed for directors .
-
Conflicts/related-party exposure: None disclosed in 2024–2025 filings; Audit Committee charter includes related-party oversight; independence affirmed for all directors other than the CEO .