Bennett Morgan

About Bennett J. Morgan

Independent Lead Director at Generac Holdings Inc. (GNRC); age 61; director since 2013. Former President and Chief Operating Officer of Polaris Industries with 25+ years in global consumer durables, distribution, product development, and operations. Education: B.S. Economics (St. John’s University) and MBA (Carlson School of Management, University of Minnesota). Serves as GNRC’s independent Lead Director, providing counterbalancing oversight to the combined Chair/CEO structure .

Past Roles

External Roles

Board Governance

• Independence: Board determined Bennett Morgan is independent; serves as the independent Lead Director .
• Committee assignments: Member, Human Capital & Compensation Committee; Member, Nominating & Corporate Governance Committee; Lead Director (L) .
• Attendance and engagement: All incumbent directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Board leadership: Lead Director responsibilities include presiding over independent sessions, agenda and information review, liaising with CEO, calling independent director meetings, and shareholder communications; participates in CEO performance review with HCCC and the Board .
• Committee cadence: Audit (10 meetings in 2024), HCCC (5), Nominating & Corporate Governance (5) .
• HCCC interlocks: None required to be disclosed in 2024 .
• Shareholder votes (signal): 2025 say-on-pay For 43,409,795; Against 1,735,406; Abstain 107,197; broker non-votes 6,323,928 .

Fixed Compensation

• Structure (Non-Employee Directors): Annual cash retainer $90,000; annual equity retainer $155,000 (fully vested shares; may elect cash if ownership guideline met); additional annual retainers: Lead Director $30,000; Audit Chair $25,000; HCCC Chair $20,000; N&CG Chair $15,000. No meeting fees; reimbursement for out-of-pocket expenses .
• 2024 Compensation (Morgan): No cash fees; stock awards $275,421; total $275,421 (stock awards include annual equity grant and, if elected, retainer value in stock/DSUs) .

Stock ownership guidelines for directors: 5x annual retainer; all non-employee directors compliant as of March 31, 2025 .

Performance Compensation

• Non-employee director compensation is not performance-based; no director-specific incentive metrics disclosed. Executive incentive metrics (for context) include Adjusted EBITDA and Primary Working Capital for AIP; PSUs tied to revenue CAGR, Adjusted EBITDA margin, and FCF Conversion—these apply to executives, not directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Core skills: International consumer durables, dealer distribution, product development/innovation, manufacturing operations, strategic growth and company oversight (talent, sales/marketing, engineering) .
• Board value-add: Operational P&L leadership and growth execution experience complement GNRC’s energy technology strategy .

Equity Ownership

• Beneficial ownership (as of April 17, 2025): 29,517 shares; includes 14,458 Deferred Stock Units (DSUs) under the Non-Employee Director DSU Plan; ownership <0.1% of shares outstanding .
• Hedging/pledging: Company policy prohibits directors from hedging (short sales, options, derivatives) and pledging GNRC shares or holding them in margin accounts .
• Ownership guidelines: Directors must hold 5x annual retainer; all non-employee directors compliant as of March 31, 2025 .

Insider Trades

Note: For precise filings, see GNRC investor site and SEC database (e.g., 2025-11-05 Morgan Bennett J Form 4 PDF) (http://pdf.secdatabase.com/1711/0001437749-25-033382.pdf) (https://investors.generac.com/search?op=search&query=2023&page=7).

Governance Assessment

• Strengths

  • Independent Lead Director with clearly articulated oversight powers over agendas, information flows, executive sessions, and CEO evaluation—enhancing board effectiveness under a combined Chair/CEO structure .
  • Active committee participation (HCCC and N&CG) aligned with human capital, pay governance, and director nomination oversight; committee independence affirmed (e.g., Audit Committee members; HCCC interlocks none) .
  • Attendance thresholds met; Board and committee cadence robust (Board 5x; Audit 10x; HCCC 5x; N&CG 5x) demonstrating engagement .
  • Director ownership and retention policy (5x retainer) with compliance; anti-hedging/anti-pledging rules support alignment with shareholders .
  • No related-person transactions since Jan 1, 2024—reduces conflict risk .
  • Shareholder support signals: strong say-on-pay approval counts in 2025; prior proxy cites >93% in 2024 .

• Potential Risks/RED FLAGS

  • Combined Chair/CEO structure necessitates strong Lead Director oversight—currently mitigated by Morgan’s role and independent committee chairs; monitor continuity and execution of Lead Director responsibilities .
  • Director equity taken largely in stock/DSUs (no cash fees in 2024) concentrates alignment but may create liquidity constraints; ensure no pledging/hedging violations (policy prohibits) .
  • Insider transaction activity should be monitored for timing and volume; ensure adherence to trading windows and policy (proxy indicates compliance practices and trading window discipline) .

Related-Party and Conflicts Review

• Policy: Audit Committee reviews/approves related-person transactions; considers nature, alternatives, terms, and importance .
• Disclosure: No related-person transactions required to be disclosed since Jan 1, 2024; none currently proposed .

Compensation Committee Analysis (Context)

• HCCC members in 2024: Avedon (Chair), Bowlin, Jenkins, Morgan, Zarcone; independent consultant (Pay Governance) engaged; independence affirmed; scope includes director compensation recommendations and executive pay oversight .
• Consultant conflicts: None identified .
• Say-on-pay: Strong shareholder support indicative of pay-for-performance alignment .

Summary Signal for Investors

• Morgan’s independent Lead Director role, committee service, attendance, and compliance with ownership/anti-hedging policies support board effectiveness and investor confidence. No related-party transactions or HCCC interlocks disclosed; director compensation structure is standard with added Lead Director retainer; beneficial ownership is modest in shares/DSUs, aligned with GNRC policy .