Robert Dixon
GENERAC HOLDINGSAbout Robert Dixon
Robert D. Dixon, age 65, has served as an independent director of Generac Holdings Inc. since 2012, and currently chairs the Nominating and Corporate Governance Committee while also serving on the Audit Committee . His 30+ years of global management experience spans energy and industrial gases, including senior roles at Air Products and Chemicals; he is designated by the Board as an “audit committee financial expert” and meets NYSE and SEC independence standards . Dixon holds a BBA from Miami University, an MBA from Pennsylvania State University, and completed the Advanced Management Program at INSEAD in Fontainebleau, France .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natural Systems Utilities LLC | Chairman & CEO | 2014–2016 | Led distributed water infrastructure; brings sustainability and operations expertise |
| Seven Seas Water Corporation | Chief Executive Officer | 2012–2014 | International services; adds global operations perspective |
| Air Products and Chemicals, Inc. | Senior Vice President & General Manager; various leadership roles | 1983–2011 | Energy/industrial gases; clean energy initiatives; extensive international management (including Asia) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Valicor Environmental Services | Director (Former) | Not disclosed | Former public company/industry board service noted in biography |
Board Governance
- Committee assignments and leadership: Dixon is Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee . The Audit Committee met 10 times in 2024 and the Nominating Committee met 5 times in 2024 .
- Independence and expertise: The Board has determined all Audit Committee members (including Dixon) meet NYSE/SEC independence; Dixon is designated an “audit committee financial expert” . All directors except CEO are independent, with oversight reinforced by an independent Lead Director and regular executive sessions of non-management directors .
- Attendance: In 2024, the Board held five meetings and all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting of stockholders .
- Nominating process and engagement: Stockholders may recommend director nominees to Robert Dixon (as Committee Chair) via the corporate secretary; the Committee oversees CEO search processes, board effectiveness reviews, and governance guidelines .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Standard non-employee director retainer |
| Committee Chair Retainer (Nominating & Governance) | $15,000 | Chair premium |
| Audit Committee Chair Retainer | $0 | Dixon is a member, not chair |
| Fees Earned (Cash, 2024) | $105,000 | $90,000 retainer + $15,000 chair premium |
| Meeting Fees | $0 disclosed | No meeting fees disclosed; policy structured as retainers |
Performance Compensation
| Component | 2024 Value | Structure/Terms |
|---|---|---|
| Annual Equity Grant | $155,000 | Fully vested shares; directors meeting ownership guidelines may elect cash in lieu |
| Stock Awards Recognized (Grant-date fair value, 2024) | $155,072 | Reported under ASC 718 for stock/DSUs |
| Deferred Stock Units Outstanding (as of 12/31/2024) | 10,549 | DSUs under Director Deferred Stock Unit Plan |
No performance-conditional equity (e.g., PSUs) or option awards are disclosed for directors; the annual equity retainer is fully vested and not subject to performance metrics .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dixon in the proxy .
- Committee interlocks: The company disclosed no Human Capital and Compensation Committee interlocks requiring disclosure in 2024 .
- Potential interlocks with GNRC competitors/suppliers/customers: None disclosed .
Expertise & Qualifications
- Energy/industrial gases operating leadership, clean energy initiatives, and global operations (including Asia) .
- Audit committee financial expertise designation and independence .
- Board governance leadership (Nominating Chair; oversight of governance guidelines, board effectiveness, CEO search) .
- Education: BBA (Miami University), MBA (Penn State), INSEAD AMP .
Equity Ownership
| Measure | Value | Date/Status |
|---|---|---|
| Beneficial Ownership (Shares) | 19,444 | As of April 17, 2025; less than 0.1% of shares outstanding |
| Ownership % of Shares Outstanding | <0.1% | As of April 17, 2025 |
| DSUs Outstanding | 10,549 | As of December 31, 2024 |
| Stock Ownership Guideline | 5.0x annual retainer (directors) | Guideline policy |
| Compliance Status | All non-employee directors compliant as of March 31, 2025 | Company statement |
| Hedging/Pledging | Prohibited for covered officers/directors; no pledging of company securities | Insider Trading Policy/clawback context |
Governance Assessment
- Alignment: Dixon’s pay mix is standard for independent directors, combining fixed cash retainers with fully vested equity; his chair premium matches committee leadership responsibilities, indicating role-based alignment rather than pay inflation .
- Independence and effectiveness: He is independent, serves as an audit committee financial expert, and leads the Nominating & Governance Committee, supporting strong board oversight of risk, controls, and governance processes; attendance thresholds were met in 2024 .
- Ownership: Beneficial ownership plus DSUs and compliance with a 5x retainer guideline, alongside prohibitions on hedging/pledging, provide solid alignment and risk controls for directors .
- Conflicts/related-party: No related person transactions requiring disclosure since Jan 1, 2024; no committee interlocks disclosed—low conflict risk .
RED FLAGS
- None disclosed: No related-party transactions, no pledging/hedging, no attendance shortfalls, and no option repricings or tax gross-ups are disclosed for directors .