Nam Nguyen
GENERAC HOLDINGSAbout Nam T. Nguyen
Nam T. Nguyen is an independent Class I director of Generac Holdings Inc. (GNRC), age 49, and has served on the Board since 2022 . She holds a BA in Economics from Columbia University and an MBA from Harvard University, and brings over 20 years of executive leadership experience in renewable energy and sustainable infrastructure spanning P&L management, international expansion, and financing . Her current term is up for re-election at the 2025 annual meeting, where she is also slated for a committee reassignment (see Board Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunPower Corp. | Executive Vice President | 2013–2020 | Led revenue scaling and international expansion; P&L management; sales strategy and operations |
| First Solar | Vice President, Global Business Development | Prior to 2013 | Global BD leadership; international market development |
| Investment Banking (NY, Singapore, LA) | Various positions | Prior to 2013 | Financing and capital markets experience across geographies |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Generate Capital | Chief Operating Officer | 2020–Current | Sustainable infrastructure operations; P&L oversight; scaling in new markets |
Board Governance
- Independence: The Board states all directors are independent except the CEO (Aaron Jagdfeld), implying Ms. Nguyen is independent under NYSE rules .
- Committee assignments (2024 and forward):
- Nominating & Corporate Governance Committee: Member; the committee held 5 meetings in 2024 and oversees director nominations, governance guidelines, board/committee effectiveness reviews, CEO search process, and sustainability oversight .
- Human Capital & Compensation Committee: Ms. Nguyen has been appointed as a member effective upon her re-election at the 2025 annual meeting; the committee held 5 meetings in 2024 and oversees executive and director compensation, human capital, succession, and uses an independent consultant .
- Audit Committee: Not a member; the committee held 10 meetings in 2024 and is fully independent .
- Lead Independent Director: Bennett Morgan serves as Lead Director; responsibilities include presiding over executive sessions, agenda review, liaison with the Chair/CEO, and shareholder engagement .
- Attendance: The Board met 5 times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings, including the 2024 annual meeting of stockholders .
- Board service limits: Directors are expected to limit public company boards (≤4 if not a public-company executive; ≤1 if an executive) and obtain approvals before accepting additional board roles .
Fixed Compensation
| Component | Amount ($) | Structure/Notes |
|---|---|---|
| Annual Board Cash Retainer | 90,000 | Standard cash retainer; directors may elect equity in lieu if ownership met |
| Annual Equity Retainer | 155,000 | Fully vested shares of common stock; may elect cash if ownership met |
| Lead Director Additional Retainer | 30,000 | Paid to Lead Director |
| Audit Committee Chair Additional Retainer | 25,000 | Paid to Audit Chair |
| Human Capital & Compensation Committee Chair Additional Retainer | 20,000 | Paid to HCCC Chair |
| Nominating & Corporate Governance Committee Chair Additional Retainer | 15,000 | Paid to NCGC Chair |
2024 Director Compensation — Nam T. Nguyen:
| Fees earned ($) | Stock awards ($) | Total ($) |
|---|---|---|
| 0 | 245,210 | 245,210 |
- Structure/observations: 2024 stock award value indicates Ms. Nguyen elected equity in lieu of the cash retainer (the director compensation policy allows equity election; stock awards column includes annual equity and any elected equity in lieu of cash) .
Performance Compensation
| Element | Performance Linkage | Vesting/Structure |
|---|---|---|
| Annual Director Equity Grant | None; not performance-based | Fully vested shares at grant (directors may elect cash if ownership guidelines met) |
| Committee/Chair Retainers | None; not performance-based | Fixed cash amounts; no meeting fees disclosed; equity election affects “stock awards” totals where applicable |
No director performance metrics (e.g., TSR or EBITDA-based targets) are used for non-employee director compensation; equity grants are fully vested and retainer-based .
Other Directorships & Interlocks
- Other public-company directorships: None disclosed for Ms. Nguyen in the GNRC proxy biography .
- Compensation Committee interlocks: None were required to be disclosed for 2024; no insider participation in HCCC .
Expertise & Qualifications
- Renewable energy and sustainable infrastructure domain expertise; COO experience at Generate Capital .
- P&L management, international market expansion, sales strategy/operations, financing; leadership across Latin America and Singapore .
- Education: BA Economics (Columbia); MBA (Harvard) .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | DSUs Outstanding | Ownership Guideline | Compliance | Hedging/Pledging |
|---|---|---|---|---|---|---|
| Nam T. Nguyen | 3,805 | <0.1% | — (none listed as of 12/31/2024) | Non-employee Directors: 5× annual retainer | All non-employee directors compliant as of 3/31/2025 | Directors are prohibited from hedging or pledging company stock |
- Beneficial ownership methodology and addresses per SEC rules; DSU counts are disclosed for other directors but not for Ms. Nguyen, indicating no DSUs outstanding as of 12/31/2024 .
- Stock ownership and retention guidelines apply; no fixed time for compliance for new officers, but directors have 5 years; company notes full compliance for non-employee directors as of March 31, 2025 .
Governance Assessment
- Alignment signals:
- Independent director status; Board states only the CEO is non-independent .
- Elected equity in lieu of cash retainer in 2024 (total $245,210 in stock awards, $0 cash fees), increasing skin-in-the-game and alignment with shareholders .
- Compliance with director stock ownership guidelines (5× annual retainer) as of March 31, 2025 .
- Strong committee governance: NCGC member (sustainability oversight, board effectiveness); appointed to HCCC upon re-election, which oversees exec and director pay with an independent consultant (Pay Governance; no conflicts) .
- Attendance meets policy threshold (≥75% of Board/committee meetings in 2024); Board held 5 meetings .
- No related-person transactions disclosed since Jan 1, 2024 .
- Say‑on‑pay support was strong: over 93% approval in 2024, indicating investor confidence in compensation oversight .
- Risk indicators and RED FLAGS:
- No hedging/pledging permitted under Insider Trading Policy (mitigates alignment risks) .
- No compensation committee interlocks in 2024 (reduces conflict risk) .
- Potential watch item: Ms. Nguyen’s executive role at Generate Capital (private sustainable infrastructure company) could present future related‑party considerations if any transactions arise; GNRC reports none for 2024 .
- Board workload risk mitigated by GNRC’s board service limits policy and approval process for additional boards .
Overall, Ms. Nguyen presents as an engaged, independent director with strong energy-transition expertise and shareholder‑aligned compensation elections, joining the compensation oversight function upon re‑election—factors supportive of investor confidence. No material conflicts or governance red flags are disclosed in GNRC’s latest proxy .