William Watkins
About William Watkins
William Watkins, age 72, has served on Nextracker’s Board since 2023 and is the current Chair of the Board. He is an independent director and Chair of the Nominating, Governance and Public Responsibility Committee; his current Board term runs through 2026. Watkins holds a B.S. in Political Science from the University of Texas and brings extensive global operating experience, including CEO roles in energy storage and technology hardware, and long-standing public company board experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagate Technology Holdings PLC | Chief Executive Officer | 2004–Jan 2009 | Led HDD operations including heads, media, components and R&D/product development |
| Seagate Technology Holdings PLC | President & COO | 2000–2004 | Oversaw global operations |
| Seagate Technology Holdings PLC | Various positions | 1996–2000 | Product and operations leadership |
| Imergy Power Systems, Inc. | Chairman of the Board | Jan 2015–Aug 2016 | Energy storage leadership |
| Imergy Power Systems, Inc. | Chief Executive Officer | Sep 2013–Aug 2016 | CEO of energy storage innovator |
| Bridgelux, Inc. | Chairman of the Board | Feb 2013–Dec 2013 | LED industry governance |
| Bridgelux, Inc. | Chief Executive Officer | Jan 2010–Feb 2013 | Led LED manufacturer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flex Ltd. | Director | Since 2009 | Public company board experience |
| Avaya Holdings Corp. | Director | 2017–2023 | Prior public company directorship |
| Maxim Integrated Products, Inc. | Director | 2008–2021 | Prior public company directorship |
Board Governance
- Board leadership: Chair and CEO are separate; the Chair is William Watkins. If the Chair is not independent, the Board will appoint a lead independent director; committees have authority for executive sessions without management present.
- Independence: The Board determined Watkins satisfies Nasdaq and SEC independence requirements as a member of the Nom Gov Committee.
- Committee assignments: Chair, Nominating, Governance and Public Responsibility Committee; not listed as a member of Audit or Compensation & People Committees.
- Board structure: Classified Board (three classes; staggered terms).
- Attendance and engagement: From Apr 1, 2024 to Mar 31, 2025 the Board held 7 meetings; each director attended at least 75% of Board and committee meetings. Standing committees typically hold executive sessions of non-management directors as part of each quarterly meeting.
- Nom Gov Committee activity: Met 4 times in fiscal year 2025. Responsibilities include director recruitment, independence determinations, governance oversight, conflict review, and stockholder communications.
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Notes |
|---|---|---|
| FY24 | 130,000 | Includes Board and committee cash retainers |
| FY25 | 130,000 | Includes Board and committee cash retainers |
Director Compensation Program—annual retainers:
| Position | Retainer ($) |
|---|---|
| Chairperson of the Board | 50,000 |
| Board Member | 65,000 |
| Audit Committee Chair | 25,000 |
| Audit Committee Member | 12,500 |
| Compensation & People Committee Chair | 25,000 |
| Compensation & People Committee Member | 12,500 |
| Nominating, Governance & Public Responsibility Committee Chair | 10,000 |
| Nominating, Governance & Public Responsibility Committee Member | 5,000 |
Performance Compensation
| Fiscal Year | RSU Grant (# shares) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| FY24 | 4,734 | 200,000 | Vests on business day immediately preceding next annual meeting, subject to service |
| FY25 | 4,965 | 200,000 | Vests on business day immediately preceding next annual meeting, subject to service |
- Director RSU policy: Annual RSUs of $150,000 for directors, plus $50,000 additional RSUs for the Board chair; grants occur the business day after the annual meeting; one-year vest or earlier immediately before next annual meeting, subject to continued service.
- Performance metrics: Director RSUs are time-based; no performance metric linkage is disclosed for director equity grants.
Other Directorships & Interlocks
| Company | Relationship to Nextracker | Interlock/Conflict Notes |
|---|---|---|
| Flex Ltd. (current) | External directorship by Watkins | No specific related-party transactions disclosed in the director compensation or governance sections reviewed; Audit Committee oversees any related-person transactions per policy. |
| Avaya Holdings (prior) | External directorship by Watkins | Prior role; no active interlock implications disclosed. |
| Maxim Integrated (prior) | External directorship by Watkins | Prior role; no active interlock implications disclosed. |
Expertise & Qualifications
- Core skills: Management experience, solar industry experience, strategic growth, and public board experience per Board Skills Matrix.
- Education: B.S. in Political Science, University of Texas.
- Selection rationale: Extensive global management experience across multiple industries (including energy storage) and public company board experience.
Equity Ownership
| Holder | Class A Shares Beneficially Owned (#) | % of Voting Power | Notes |
|---|---|---|---|
| William Watkins | 32,126 | <1% | Footnote: does not include 4,965 RSUs vesting immediately prior to annual meeting |
- Unvested director RSUs: 4,965 as of March 31, 2025.
- Stock ownership guidelines (directors): Within five years, hold stock valued at ≥5x total annual cash retainer for Board and committee service; includes directly owned shares, unvested time-based RSUs, retirement/savings accounts, and deferred shares; excludes options and unearned PSUs.
- Hedging/pledging: Directors and executive officers are prohibited from hedging, short-selling, or pledging Nextracker securities.
- Section 16 compliance: Company believes directors and officers timely filed all required Section 16(a) reports for FY25.
Governance Assessment
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Strengths
- Independent Chair with separate CEO enhances oversight; Watkins also chairs the Nom Gov Committee, which is responsible for director independence, board composition, conflicts review, and stockholder communications.
- Active engagement and attendance: Board held 7 meetings in FY25; each director attended ≥75%; committees hold routine executive sessions of non-management directors.
- Alignment and safeguards: Robust director stock ownership guidelines (≥5x cash retainer within five years) and prohibitions on hedging/pledging support alignment; Audit Committee reviews related-person transactions.
- Say-on-pay context: Prior advisory vote approval was 98.1%, signaling strong investor support for compensation governance.
-
Watchpoints
- Classified Board structure may reduce annual accountability; investors often prefer annual elections—context for governance risk evaluation.
- External Flex directorship: While no specific related-party transactions are detailed in the sections reviewed, ongoing monitoring is prudent given Flex’s role in global manufacturing ecosystems; Audit Committee policy mitigates risk.
-
Compensation mix and signals
- Director pay is stable year-over-year ($130k cash; $200k equity; total $330k), with equity grants time-based rather than performance-linked—typical for directors but offers less performance leverage versus PSUs used for executives.
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RED FLAGS
- None explicitly disclosed for Watkins in the reviewed proxy sections regarding related-party transactions, hedging/pledging, tax gross-ups, or attendance deficiencies. The company prohibits hedging/pledging and does not provide excise tax gross-ups; each director met attendance thresholds.