Brian E. Powers
About Brian E. Powers
Brian E. Powers is President and Chief Executive Officer of Crawford United Corporation and serves on its Board of Directors. He was appointed CEO on September 1, 2016 and has been a Director since February 2014; age 62 per the 2025 proxy and age 61 per the FY2024 10-K executive officer listing . Powers’ credentials span >20 years as a business executive, entrepreneur, management consultant, corporate lawyer and investment banker, including prior leadership roles at consulting, investment banking, and data center development firms . Under his tenure, pay-versus-performance disclosures show cumulative TSR rising to $140 on a $100 investment over 12/31/2021–12/31/2024 and Net Income increasing to $13.6 million in 2024, signaling improving shareholder value alignment in recent years .
Pay vs Performance Summary (PEO)
| Year | PEO SCT Total ($) | Compensation Actually Paid ($) | TSR Value of $100 | Net Income ($000s) |
|---|---|---|---|---|
| 2022 | $676,000 | $632,395 | $46.00 | $6,651 |
| 2023 | $741,000 | $758,973 | $103.00 | $13,295 |
| 2024 | $1,060,500 | $1,063,632 | $140.00 | $13,598 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crawford United Corporation | Chief Executive Officer | Sep 2016–present | PEO pay-vs-performance disclosures indicate improved TSR and higher Net Income by 2024 |
| Crawford United Corporation | Director | Feb 2014–present | Board leadership/signatory on SEC filings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brian Powers & Associates LLC | Owner | Since 2001 | Management consulting expertise |
| Greencastle LLC | Chief Administrative Officer & General Counsel | 2014–2015 | Data centers and clean energy project development experience |
| League Park Advisors LLC | Managing Director | 2010–2014 | Mid-market investment banking experience |
| Caxton Growth Partners LLC | Chief Executive Officer | 2001–2010 | Strategic management consulting leadership |
Fixed Compensation
| Year | Base Salary ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|
| 2022 | $350,000 | $125,000 | Bonus under profit-sharing plan; paid after year-end |
| 2023 | $400,000 | $225,000 | Discretionary bonus awarded Jan 2024, paid Feb 29, 2024 |
| 2024 | $450,000 | $300,000 | Discretionary bonus awarded Jan 2025, paid Feb 28, 2025 |
- Profit Sharing Plan factors: employee influence on results, prior-year performance emphasis, anticipated long-term contribution; Committee discretion governs payout timing and size .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout/Value | Vesting |
|---|---|---|---|---|---|---|
| Common Share Award (Equity) | Not specified (time-based) | Not disclosed | Not disclosed | Grant of 9,000 shares to Powers | $310,500 grant-date FV (9,000 x $34.50) on Jan 26, 2024 | Vested in full at grant |
| Profit-Sharing Bonus (Cash) | Committee discretion (Company results, prior-year performance) | Not disclosed | Not disclosed | $300,000 (FY2024); $225,000 (FY2023) | Paid after fiscal year-end on Feb 28, 2025 (FY2024) and Feb 29, 2024 (FY2023) | N/A (cash) |
- Outstanding Equity at FYE: As of Dec 31, 2024, no outstanding unvested stock awards or unexercised stock options for Named Executive Officers (NEOs), including Powers .
- Historical vesting cadence: Restricted share awards granted during fiscal 2022 scheduled to vest one-third annually beginning on first anniversary; as of Dec 31, 2023, Powers had 900 unvested restricted shares (market value $28,800); these were no longer outstanding/unvested by Dec 31, 2024 .
Equity Ownership & Alignment
| Holder | Class A Shares | Class B Shares | % of Class A | % of Class B | Date |
|---|---|---|---|---|---|
| Brian E. Powers | 79,233 | — | 2.8% | — | As of Mar 31, 2025 |
- Vested vs unvested: No unvested stock awards at FYE 2024; options outstanding: none .
- Pledging/Hedging: No pledging or hedging disclosed for Powers in proxy materials reviewed .
- Ownership guidelines: Not disclosed in reviewed filings .
Employment Terms
| Term | Detail |
|---|---|
| Appointment dates | Director since Feb 2014; CEO since Sep 1, 2016 |
| Contract term/expiration | Not disclosed in proxy or 10-K |
| Severance provisions | Not disclosed for Powers; equity treatment governed by Omnibus Equity Plan |
| Change-of-control (equity) | Upon “change in control,” all awards generally become fully exercisable, vested, earned, and payable (single-trigger equity acceleration) |
| Termination (equity) | Unvested awards generally terminate/are forfeited, except death, disability, retirement → immediate vest; options/SARs exercisable per plan terms |
| Non-compete/Non-solicit | Not disclosed |
| Clawback policy | Not found in reviewed proxy [Search: no results in DEF 14A 2025] |
Board Governance
- Board service history: Powers was appointed to the Board in 2014 and is currently the President and CEO; he is not independent due to employment status .
- Dual-role implications: CEO + Director with an independent Chairman (Ambassador Edward F. Crawford); Board independence sections note Powers (management) and certain Crawfords as non-independent, with committees structured to be largely independent .
- Committee memberships: Audit Committee (Steven H. Rosen—Chair; James W. Wert; Kirin M. Smith), Compensation Committee (James W. Wert; Steven H. Rosen; Luis E. Jimenez), Nominations Committee (James W. Wert; Matthew V. Crawford; Steven H. Rosen) .
- Attendance: Board held three full meetings in FY2024; no Director attended fewer than 75% of Board/committee meetings during their service; all Directors attended the 2024 Annual Meeting .
- Lead Independent Director/executive sessions: Not disclosed .
Director Compensation (Board context)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Edward F. Crawford (Chairman) | $750,000 | $138,000 | $888,000 | Chairman retainer $750k annually |
| Matthew V. Crawford | — | $138,000 | $138,000 | Non-employee director grant |
| Steven H. Rosen | — | $138,000 | $138,000 | Audit Chair; independent |
| Luis E. Jimenez | — | $138,000 | $138,000 | Independent |
| Kirin M. Smith | — | $138,000 | $138,000 | Independent |
| James W. Wert | — | $138,000 | $138,000 | Independent |
- Equity grants: On Jan 26, 2024, 4,000 Class A shares were awarded to each then-serving non-employee director; vested in full at grant .
Compensation Structure Analysis
- Year-over-year shift: CEO cash and equity increased YoY—Salary from $400,000 (2023) to $450,000 (2024), bonus from $225,000 to $300,000, equity grants from $116,000 to $310,500, increasing total compensation to $1,060,500 for 2024 .
- Equity instrument mix: Company has historically used common share and restricted stock grants; as of FYE 2024, no options outstanding for NEOs, indicating a preference away from option-based pay .
- Vesting terms: FY2024 equity awards to Powers vested immediately at grant; immediate vesting improves liquidity of awards, potentially increasing near-term selling capacity but reduces longer-term retention tethering compared with multi-year vesting .
- Performance linkage: Profit-sharing bonuses are discretionary, tied to influence on results and prior-year performance emphasis; formal quantitative targets/weights are not disclosed .
Related Party Transactions
- First Francis Company Inc. promissory notes: In Komtek Forge financing (Jan 15, 2021), First Francis (owned by Edward & Matthew Crawford, both Company Directors) refinanced notes to a combined $3,779,784 loan; outstanding principal was $470,209 at Dec 31, 2024; $824,226 principal and $61,834 interest were paid in 2024; interest rate 6.25%, maturing Oct 15, 2025 .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes advisory vote to approve NEO compensation and a separate frequency vote recommendation (“3 YEARS”) but historical approval percentages were not disclosed in reviewed materials .
Expertise & Qualifications
- Background: Executive, entrepreneur, management consultant, corporate lawyer, investment banker .
- SEC certifications: Powers signed CEO certifications (Exhibits 31.1 and 32.1) affirming controls and fair presentation in FY2024 10-K .
Equity Awards Detail (Recent)
| Grant Date | Instrument | Shares | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| Jan 26, 2024 | Common shares | 9,000 | $310,500 (at $34.50/share) | Vested in full at grant |
Ownership Concentration Context
| Group | Class A Shares | Class B Shares | % of Class A | % of Class B |
|---|---|---|---|---|
| Directors & Officers (as a group) | 1,967,965 | 603,750 | 69.9% | 82.5% |
- As of Mar 31, 2025, total shares outstanding: 2,820,084 Class A; 731,848 Class B .
Investment Implications
- Alignment: Powers’ compensation increased with improvements in TSR and Net Income, and equity grants convert directly into ownership via fully vested common shares—supporting pay-for-performance signals but with limited long-duration vesting for retention .
- Selling pressure risk: Immediate vesting of sizeable equity grants (e.g., 9,000 shares in Jan 2024) means awards are fully liquid at grant; while no Form 4 sale analysis is presented here, the structure increases near-term supply potential versus multi-year vesting .
- Control and governance: High insider/board group ownership (≈70% of Class A; 82.5% of Class B) implies strong control and potentially lower float/liquidity; equity awards accelerate on single-trigger change-of-control, a shareholder-sensitive term that can impact transaction dynamics .
- Independence and committees: With an independent Chairman and independent Audit/Compensation Committees, governance structures mitigate CEO dual-role risks, though Powers is not independent by virtue of employment .
- Related-party financing: The First Francis note reflects ongoing financial ties with major shareholders/directors; continued disclosure and amortization schedule reduce conflict risk, but investors should monitor future transactions for pricing/fairness .