David P. Reiland
BROADWINDAbout David P. Reiland
Independent director of Broadwind, Inc. (BWEN), age 71, serving since April 16, 2008; former Chairman of the Board (May 17, 2010–Feb 29, 2020). Reiland chairs the Audit Committee, is designated an “audit committee financial expert,” and serves on the Governance/Nominating Committee. He is a CPA with an undergraduate degree in financial management (CSU Long Beach) and an MBA (USC); prior roles include CEO, President, CFO, Controller, and EVP at Magnetek, Inc. (public company until 2015 acquisition) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadwind, Inc. | Chairman of the Board | May 17, 2010 – Feb 29, 2020 | Led board through turnaround and governance initiatives . |
| Magnetek, Inc. | CEO & President | Oct 2006 – Oct 2008 | Public company leadership; strategic and financial restructuring . |
| Magnetek, Inc. | EVP, CFO, Controller, VP Finance | Aug 1986 – Jan 2009 | SEC reporting, Sarbanes-Oxley, capital transactions . |
| Magnetek, Inc. | Director | Oct 2006 – Sep 2015 | Board oversight through acquisition by Columbus McKinnon . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magnetek, Inc. | Director | Oct 2006 – Sep 2015 | Only public company directorship disclosed; no current other public boards noted . |
Board Governance
- Independence: The Board determined all non-employee directors (including Reiland) were independent in 2024; only the CEO is non-independent .
- Committee assignments: Audit Committee Chair and designated financial expert; member of Governance/Nominating Committee .
- Board and committee activity: Board met 12 times in 2024; each director attended at least 87% of Board/committee meetings; executive sessions of independent directors are scheduled at least twice per year .
- Audit Committee cadence: 4 meetings in 2024; recommended inclusion of audited financials in the 2024 Form 10-K .
- Annual meeting attendance: All then-current directors attended the 2024 Annual Meeting .
- Mandatory retirement policy: Board has a retirement age of 72, with potential exceptions when in stockholders’ best interests .
Current Committee Membership Table
| Committee | Members |
|---|---|
| Audit | David P. Reiland (Chair), Philip J. Christman, Jeanette A. Press, Sachin M. Shivaram . |
| Compensation | Cary B. Wood (Chair), Philip J. Christman, Sachin M. Shivaram, Jeanette A. Press . |
| Governance/Nominating | Philip J. Christman (Chair), David P. Reiland, Sachin M. Shivaram, Jeanette A. Press . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash director retainer | $12,500 per calendar quarter | Board forfeited Q1 and Q2 cash retainers in 2024; reinstated in Q3 . |
| Committee/Chair fees | Not disclosed | No specific committee or chair fees disclosed in proxy . |
| Meeting fees | Not disclosed | Not disclosed . |
2024 Director Compensation (Reiland)
| Name | Fees Earned/Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| David P. Reiland | $25,000 | $49,999 | $74,999 . |
Performance Compensation
- Annual equity grant: RSUs with $50,000 grant value; each director granted 18,382 RSUs on May 16, 2024, scheduled to vest May 16, 2025; aggregate grant date fair value $49,999 .
- Deferred Compensation Plan: Available to directors, deemed invested in BWEN stock; no director deferments in 2024 .
- Performance link: Director RSUs are time-based; no performance-based equity metrics disclosed for directors .
Director RSU Grant Details
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| May 16, 2024 | RSU | 18,382 | $49,999 | Vests May 16, 2025 . |
| May 15, 2025 | Stock Award (Form 4 “A - Award”) | 21,164 | $0 (non-open market award) | As granted; holdings updated to 202,706 shares . |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond BWEN .
- Interlocks/conflicts: Audit Committee oversees related-party transactions; since Jan 1, 2024, no related-party transactions exceeding the applicable threshold .
Expertise & Qualifications
- CPA; financial management and MBA credentials (CSU Long Beach; USC) .
- Designated Audit Committee financial expert under Regulation S-K Item 407(d)(5)(ii) .
- Deep experience in strategy, M&A, operating and financial restructuring, SEC reporting, and capital markets .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David P. Reiland | 181,542 | <1% | As of the record date for the 2025 Annual Meeting; percent indicated as “less than 1%” in proxy . |
| Unvested RSUs (Directors) | 18,382 each | N/A | Outstanding at 12/31/2024; vest May 16, 2025 . |
- Ownership guidelines: Directors must hold shares equal to 3× annual cash retainer within five years; all directors/officers are currently in compliance .
- Anti-hedging/anti-pledging: Directors and designated persons prohibited from hedging/pledging company securities; pre-clearance required for any transactions .
Insider Trades (Form 4) – Reiland
| Trade Date | Filing Date | Code | Title | Shares | Price | Resulting Holdings | Source |
|---|---|---|---|---|---|---|---|
| May 16, 2024 | May 20, 2024 | A (Award) | Director | 18,382 | $0.00 | 181,542 | (links to SEC 0001437749-24-017696) |
| May 15, 2025 | May 19, 2025 | A (Award) | Director | 21,164 | $0.00 | 202,706 |
Compensation Committee Analysis
- Consultant: FW Cook serves as independent compensation consultant to the Compensation Committee; provides benchmarking/trend guidance; attended 4 committee meetings in 2024 .
- Peer group (executive benchmarking): American Superconductor; Argan, Inc.; DMC Global; Eastern Company; Graham Corporation; Hurco; Natural Gas Services; Orion Energy Systems; Perma-Pipe International; Preformed Line Products; Twin Disc .
- Clawback: Policy revised to comply with Exchange Act 10D and NASDAQ; recovers incentive compensation in restatement scenarios; prior policy also permitted recovery in misconduct-driven restatements .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 85% support at the 2024 annual meeting; Compensation Committee maintained program structure in response .
- Annual advisory vote cadence: Board intends to include Say-on-Pay vote annually .
Governance Assessment
- Strengths:
- Independent director and Audit Chair; designated financial expert, enhancing financial oversight .
- High engagement: Board met 12 times; directors attended ≥87%; independent director executive sessions held at least semiannually .
- Robust policies: Anti-hedging/pledging, clawback compliance, related-party transaction oversight; no material related-party transactions in 2024–2025 period .
- Ownership alignment: RSU grants plus 3× retainer stock ownership guideline; directors in compliance .
- Cost discipline signal: Board forfeited Q1/Q2 2024 cash retainers during expense reduction actions .
- Watch items:
- Tenure and refreshment: Mandatory retirement age 72 suggests potential board refreshment within 12–24 months absent an exception; Reiland is 71 .
- Concentration of audit leadership: Continued reliance on long-tenured audit chair underscores need for succession planning on financial oversight .
Net effect on investor confidence: Reiland’s long-tenured, finance-heavy background and audit leadership, combined with strong policy guardrails and attendance, support board effectiveness; upcoming retirement policy threshold should be monitored for continuity in audit oversight .