William Jenkins

About William D. Jenkins, Jr.

William D. Jenkins, Jr., age 59, has served as an independent director of Generac Holdings Inc. since 2017. He is currently President of Palo Alto Networks (2021–present) and previously served as President & CEO of Barracuda Networks (2012–2021) and as a division president at EMC Corporation (1998–2012). He holds a B.S. in General Engineering from the University of Illinois and an MBA from Harvard Business School .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Human Capital & Compensation Committee (HCCC); not currently on Audit or Nominating & Corporate Governance committees .
• Committee activity: HCCC held 5 meetings in 2024; Jenkins is listed on the committee’s report, evidencing active engagement .
• Independence: Board states all directors other than the CEO (Aaron Jagdfeld) are independent under NYSE rules; Jenkins is independent .
• Attendance: In 2024 the Board held five meetings; all incumbent directors attended at least 75% of Board and relevant committee meetings .
• Board leadership: Independent Lead Director is Bennett Morgan; executive sessions and independent oversight structure described .

Fixed Compensation

• Policy framework (Non-Employee Director Pay):

  • Annual cash retainer: $90,000
  • Annual equity grant (fully vested common stock): $155,000
  • Additional retainers: Lead Director $30,000; Audit Chair $25,000; HCCC Chair $20,000; Nominating & Corporate Governance Chair $15,000

• 2024 actual for Jenkins:

  Component	Amount ($)
  Fees earned (includes cash retainer and elected cash in lieu of equity)	155,000
  Stock awards (incl. DSUs/elected equity)	90,271
  Total	245,271

  • Note: Jenkins met stock ownership requirements and elected to receive his annual equity retainer in cash .

Performance Compensation

• Generac does not use performance-based compensation metrics for non-employee directors; director equity grants are fully vested at grant and there are no annual performance targets tied to director pay .

Other Directorships & Interlocks

• Current public company executive role: President of Palo Alto Networks (public company) .
• Board limits policy: Executives of public companies are expected to serve on no more than one additional public company board; directors must obtain approval before accepting other boards. Jenkins’s single GNRC board role is consistent with this guideline .
• Compensation committee interlocks: None required to be disclosed for 2024 (no interlocks) .

Expertise & Qualifications

• Cybersecurity and technology leadership (President at a leading global cybersecurity company; prior CEO of Barracuda Networks) .
• Engineering and business credentials (B.S., University of Illinois; MBA, Harvard Business School) .
• Strategic and operational experience across technology, software, and infrastructure .

Equity Ownership

Insider Trades

Governance Assessment

• Strengths:

  • Independent director with deep cybersecurity and technology operating experience; active HCCC member and signatory on committee report .
  • Meets and exceeds ownership alignment standards; elected equity retainer in cash only after meeting guideline .
  • Strong board process: clear independence standards, clawback policies, prohibition on hedging and pledging, and robust committee charters .

• Potential Risks/Conflicts:

  • External executive role at another public company (Palo Alto Networks) raises time-commitment considerations; GNRC’s policy limits such executives to one additional public board and requires approval for additional commitments (policy alignment noted) .
  • No related person transactions involving Jenkins disclosed for 2024, mitigating conflict risk .

• Signals affecting investor confidence:

  • Board and committee attendance thresholds met by all directors in 2024; supports engagement .
  • HCCC independence and use of independent consultant (Pay Governance) with no conflicts; supports governance quality around compensation oversight .

No red flags identified: no related-party transactions, no hedging/pledging, and no compensation committee interlocks disclosed for 2024 .