Brandi Thomas
About Brandi Thomas
Brandi Thomas (age 48) is an independent Class III director of Nextracker Inc., serving since 2023. She is Vice President, Corporate Audit and Enterprise Risk Management at General Motors; prior roles include Chief Audit Executive and Chief DEI Officer at GE and Vice President, Corporate Audit at Delta Air Lines. She holds a B.S. in Finance from Case Western Reserve University, and was selected for her finance, corporate audit, enterprise risk management, and strategic growth expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors | VP, Corporate Audit & Enterprise Risk Management | 2024–present | Enterprise risk oversight; internal audit leadership |
| General Electric | VP, Chief Audit Executive; Chief DEI Officer | Nov 2020–Dec 2023 | Global audit leadership; DEI program leadership |
| Delta Air Lines | VP, Corporate Audit | Apr 2017–Dec 2020 | Corporate audit management |
External Roles
- No other public company directorships disclosed in the proxy for Ms. Thomas .
Board Governance
- Committee assignments and chair roles:
- Audit Committee Chair; members: Julie Blunden, Steven Mandel, Brandi Thomas. The Board determined all members are independent; Thomas qualifies as an “audit committee financial expert” under SEC rules .
- Independence and board structure:
- The Board applies Nasdaq independence standards; all three standing committees are composed of independent directors .
- Attendance and engagement:
- Board held 7 meetings in FY25; all directors attended at least 75% of Board and committee meetings; Audit Committee met 8 times .
- Directors attended the 2024 annual meeting .
- Executive sessions:
- The Board and each standing committee typically hold executive sessions of non-management directors at each regularly scheduled quarterly meeting .
| Governance Attribute | Detail |
|---|---|
| Board Class | Class III (standing for election at 2025 annual meeting; term to 2028 if elected) |
| Committee Membership | Audit (Chair) |
| Independence | Independent per Nasdaq; Audit Committee members all independent |
| Audit Committee Financial Expert | Yes (Thomas) |
| FY25 Meetings | Board: 7; Audit Committee: 8 |
Fixed Compensation
| Component | FY25 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $102,500 | Board and committee retainers; actual FY25 cash paid to Thomas |
| Standard annual Board retainer | $65,000 | For Board members |
| Audit Committee chair retainer | $25,000 | Chair retainer |
| RSU annual grant (director) | Grant-date value $150,000 | Time-based RSUs; standard director grant |
| RSUs granted to Thomas (FY25) | 3,723 units | Vests on business day immediately preceding next annual meeting |
Director stock ownership guidelines: within five years, non-employee directors must hold Nextracker stock valued at not less than 5x total annual cash retainer; directors are reimbursed for reasonable expenses and have customary indemnification .
Performance Compensation
Directors do not receive performance-based equity; annual director RSUs are time-based and vest approximately one year after grant, aligning director compensation with shareholder outcomes via share price sensitivity .
| Performance Element | Metric(s) | Weight | Payout Range | Vesting |
|---|---|---|---|---|
| Director RSUs | None (service-based only) | N/A | N/A | One-year vest, subject to service |
Other Directorships & Interlocks
- Compensation and People Committee interlocks: None; no executive officers served on boards or compensation committees of entities with NXT executives on NXT’s Board during FY25 .
- Shared directorships/conflicts: None disclosed involving Ms. Thomas .
Expertise & Qualifications
- Finance and corporate audit; enterprise risk management; strategic growth; public board experience indicated in Board Skills Matrix .
- Audit Committee financial expert designation confirms technical finance/accounting literacy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Brandi Thomas | 8,895 | <1% | Excludes 3,723 director RSUs that vest prior to the annual meeting; as of June 5, 2025 |
| Director RSUs outstanding (Thomas) | 3,723 | — | Vests prior to annual meeting |
Policies affecting alignment:
- Hedging, pledging, and short sales of Nextracker securities are prohibited for directors (enhances alignment) .
- Robust stock ownership guidelines for directors (5x annual cash retainer within five years) .
Governance Assessment
- Strengths:
- Independent director with deep audit/risk pedigree; serves as Audit Committee Chair and designated financial expert (enhances oversight of financial reporting, internal controls, and cybersecurity risk) .
- Strong governance infrastructure: independent committees; annual say-on-pay with 85% approval in 2024; active shareholder engagement with 74% of outstanding capital represented in FY25 outreach .
- Clear clawback policy aligned with Rule 10D-1; prohibition on hedging/pledging; robust director ownership guidelines (investor alignment) .
- Attendance: Board and committees met regularly; directors met ≥75% attendance threshold; Audit Committee met 8 times (active oversight cadence) .
- Potential conflicts:
- No related-party transactions involving Ms. Thomas disclosed; Audit Committee oversees related-person transactions under a formal policy (mitigates conflict risk) .
- RED FLAGS:
- None disclosed regarding related-party transactions, hedging/pledging, legal proceedings, or Section 16 compliance for Ms. Thomas; the company reported timely Section 16 filings for directors and officers in FY25 .