Brett Carter
GRACOAbout Brett C. Carter
Brett C. Carter, 58, is an independent director of Graco Inc. (GGG) serving since February 2021. He previously held senior executive roles at Xcel Energy, Bank of America, and Duke Energy, and is designated by Graco’s Board as an audit committee financial expert. His background spans operations, marketing, IT, cybersecurity, customer service, and brand strategy, contributing technical and risk oversight competencies to Graco’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xcel Energy Inc. | EVP & Group President, Utilities and Chief Customer Officer | Mar 2022–Oct 2023 | Led customer-facing operations across a major U.S. utility |
| Xcel Energy Inc. | EVP & Chief Customer and Innovation Officer | May 2018–Mar 2022 | Oversaw customer, innovation, IT/cyber initiatives |
| Bank of America | SVP & Shared Services Executive | Oct 2015–May 2018 | Enterprise shared services leadership |
| Bank of America | SVP & Chief Operating Officer | Mar 2015–Oct 2015 | Operations executive responsibilities |
| Duke Energy Co. | Senior leadership roles incl. SVP & Chief Distribution Officer | 2005–Mar 2015; SVP role 2013–Mar 2015 | Distribution operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Algonquin Power & Utilities Corp. | Director | Current | Public utility board experience |
Board Governance
- Independence: Board determined Mr. Carter is independent under NYSE rules; no material business relationships with Graco .
- Committee memberships (as of Feb 24, 2025): Audit (member), Governance (member), Management Organization & Compensation (member); chairs are Feragen (Audit), Gilligan (Governance), Morfitt (MOCC). Carter is designated an audit committee financial expert .
- Attendance: Board met 5 times in 2024; average attendance 97.8%; every director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting. Independent Chair presides over executive sessions of non-employee directors .
- Overboarding policy: Non-CEO directors may not serve on more than three other public company boards without Governance Committee approval (Carter has one other board, within policy) .
Fixed Compensation
Non-Employee Director Program (2024–2025):
| Component | Amount ($) |
|---|---|
| Annual Board Retainer | 80,000 |
| Annual Chair Retainer (Board) | 30,000 |
| Annual Committee Retainers – Audit | 12,500 |
| Annual Committee Retainers – MOCC | 7,500 |
| Annual Committee Retainers – Governance | 6,000 |
| Annual Equity Grant (economic value, stock options) | 140,000 |
Brett C. Carter – FY2024 Director Compensation:
| Metric | FY2023 ($) | FY2024 ($) |
|---|---|---|
| Fees Earned or Paid in Cash | 131 | 183 |
| Stock Awards (quarterly stock/deferred stock) | 96,869 | 99,817 |
| Option Awards (grant-date fair value) | 140,000 | 139,877 |
| Total | 237,000 | 239,877 |
Note: Carter elected to receive 100% of retainers in shares of common stock (plus cash in lieu of fractional shares) .
Performance Compensation
Annual Option Grants:
| Metric | Feb 2024 Grant | Feb 2025 Grant |
|---|---|---|
| Options (shares) | 4,830 | 4,980 |
| Black-Scholes Value per Share ($) | 28.96 (Feb 15, 2024) | 28.06 (Feb 13, 2025) |
| Economic Value ($) | ≈140,000 | ≈140,000 |
- Vesting/Term: Options are non-statutory, 10-year duration, and become exercisable in equal installments over four years starting on the first anniversary of grant. Exercise price equals fair market value (closing price on the principal market on the date immediately preceding the grant), issued under the Graco Inc. 2019 Stock Incentive Plan .
- Pay philosophy/benchmarking: Board targets retainer compensation near median and equity compensation (stock options) historically near the 75th percentile; 2025 benchmarking concluded non-employee director retainer and equity were approximately at median; no changes proposed .
Other Directorships & Interlocks
| Company | Relationship to Graco | Interlock/Transaction | Notes |
|---|---|---|---|
| Algonquin Power & Utilities Corp. | Unrelated utility | None disclosed; Board found no material business relationships with any independent director | External board role |
Expertise & Qualifications
- Designated audit committee financial expert; financially literate .
- Operational leadership across utilities and financial services; expertise spanning operations, marketing, IT, cybersecurity, customer service, brand strategy .
- Independent Board structure (independent Chair) supports robust oversight and executive-session leadership environment .
Equity Ownership
Beneficial Ownership (as of Feb 24, 2025):
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 27,876 |
| Percent of Shares Outstanding | <1% |
| Deferred Stock Account Balance (shares) | 1,301 |
Options and Deferred Stock:
| Metric | FY2023 | FY2024 |
|---|---|---|
| Deferred Stock Account Balance (shares) | 1,285 | 1,301 |
| Options – Unvested (shares) | — | 16,608 |
| Options – Exercisable (shares) | — | 16,012 |
Additional Option Detail:
| Metric | As of Apr 25, 2025 |
|---|---|
| Shares acquirable via vested stock options | 24,167 |
Ownership Alignment Policies:
- Director stock ownership guideline: minimum ≈5× total value of annual retainers; includes direct and deferred stock (options excluded). Directors have five years from appointment to reach minimum; all directors with ≥5 years exceed the requirement. Carter’s appointment was Feb 2021, within the 5-year window .
- Prohibition on hedging/pledging: Directors and executive officers are prohibited from hedging and pledging Company stock; no shares were hedged or pledged by directors/executive officers during 2024 .
Governance Assessment
- Strengths: Independence affirmed; multi-committee service including Audit and MOCC; audit committee financial expert designation; high Board attendance levels; equity-heavy personal compensation election indicates alignment; strict hedging/pledging prohibition with no 2024 exceptions; robust ownership guideline with 5-year compliance window .
- Compensation structure: Program benchmarked to market; equity options are time-based, reinforcing long-term alignment without short-term performance gaming; Carter elected stock for retainers, increasing skin-in-the-game .
- Potential conflicts/red flags: None disclosed; independence review identified no material business relationships for independent directors; overboarding policy in place and Carter’s one external public board seat is within policy; no hedging/pledging activity reported for 2024 .
- Observations: Option-heavy director equity (targeted historically at 75th percentile) can amplify alignment with TSR but introduces market beta to compensation; 2025 benchmarking suggests alignment with peer median, likely tempering inflation risk in director pay .