Alaina Brooks
About Alaina K. Brooks
Alaina K. Brooks, age 50, is an independent director of Powell Industries, Inc. (POWL) serving since 2023 with her current term expiring in 2026; she sits on the Nominating and Governance Committee . She is Chief Legal Officer at S&S Activewear and previously served as EVP, Chief Legal & Administrative Officer and Secretary at EnLink Midstream LLC; earlier she practiced at Weil, Gotshal & Manges LLP and Baker Botts L.L.P. She is a Certified Public Accountant (Oklahoma) with BS/MS in Accounting from Oklahoma State University and a JD from Duke University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnLink Midstream LLC | EVP, Chief Legal & Administrative Officer & Secretary; prior General Counsel roles | 2008–prior to joining S&S Activewear | Corporate governance, M&A, finance, compliance, ERM, sustainability |
| Weil, Gotshal & Manges LLP | Attorney (complex commercial litigation) | 2003–2008 | Litigation expertise |
| Baker Botts L.L.P. | Attorney (tax litigation and employee benefits) | 2000 | Tax and benefits specialization |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| S&S Activewear | Chief Legal Officer | Current |
| Public company directorships | None disclosed in proxy biography | — |
Board Governance
- Independence: The Board determined Ms. Brooks is independent under NASDAQ Rule 5605(a)(2) .
- Committee assignments: Nominating and Governance Committee member .
- Attendance: The Board held six meetings in FY2024; no incumbent director attended fewer than 75% of combined Board and committee meetings during their service .
- Committee activity: Nominating & Governance Committee held four meetings in FY2024 .
- Board leadership: CEO is also Chairman (Cope); Presiding Director is Katheryn B. Curtis (independent) .
- Executive sessions: Non-management directors meet in executive session four times a year .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned (FY2024) | $65,000 | Director cash fees paid to Brooks |
| Quarterly retainer – All Other Directors | $16,250 per quarter | Standard retainer for non-chair directors; aligns to $65,000 annually |
| Meeting fees | None | Not disclosed; comp structured as retainers |
| Committee chair retainers (reference) | Audit: $20,750; Comp: $19,250; N&G: $19,250; Presiding Director: $19,250 (quarterly) | Brooks does not hold a chair role |
Performance Compensation
| Component | Grant date/value | Shares/Value | Vesting |
|---|---|---|---|
| Annual restricted stock (FY2024 director grant) | Fixed value program: $100,000 per director annually | Stock awards recognized for Brooks: $101,515 (grant-date fair value, ASC 718) | 660 unvested restricted shares from Feb 2024 issuance; vest on earlier of first anniversary or next annual meeting |
| Options/PSUs | Not used for directors | — | Director awards are time-based restricted stock under 2014 Non-Employee Director Equity Incentive Plan |
Performance metrics: Director equity grants are time-based; no performance metrics or PSU framework disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Committee |
|---|---|---|
| None disclosed | — | No public company boards or disclosed interlocks in proxy biography |
Expertise & Qualifications
- CPA with deep finance, M&A, corporate governance, compliance, ERM, and sustainability experience from executive roles at EnLink Midstream LLC .
- Legal expertise across complex commercial litigation, tax litigation, and benefits; current chief legal officer role underscores governance acumen .
- Education: BS/MS Accounting (Oklahoma State), JD (Duke Law) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 3,060 shares | Includes 660 restricted shares; “<1%” per proxy table |
| Unvested restricted shares | 660 shares | From Feb 2024 issuance with near-term vest trigger |
| Estimated % of shares outstanding | ~0.025% | 3,060 owned vs. 12,058,848 outstanding as of Jan 2, 2025 |
| Ownership guidelines | $195,000 minimum holding within 4 years | All non-employee directors are in compliance; Mohit Singh not yet due to tenure |
| Hedging/Pledging | Hedging prohibited for Board, officers, employees; insider trading policy and governance controls disclosed | No pledging disclosures for Brooks; policy prohibits hedging and outlines trading windows/preclearance |
Governance Assessment
-
Strengths:
- Independent director with financial and legal credentials, active Nominating & Governance Committee service; attendance threshold met (≥75%) .
- Ownership alignment via annual restricted stock and compliance with director stock ownership guidelines; time-based vesting creates hold requirement through annual meeting cycle .
- No related-person transactions disclosed; robust related party review policy and Code of Ethics in place .
-
Watch items / Red flags:
- Section 16(a) reporting timeliness: Brooks (along with several directors) had a late Form 4 for a February 2024 transaction; administrative timeliness issue, but merits monitoring for repeat occurrences .
- Combined CEO/Chair structure can concentrate authority; mitigated by Presiding Director role and regular executive sessions .
-
Compensation structure signal:
- Director pay mix is cash retainer plus time-based equity; no performance-contingent director equity, which is typical but offers limited pay-for-performance linkage at the director level .
Insider Trades / Reporting Compliance
| Date/Item | Detail | Status/Note |
|---|---|---|
| Form 4 timeliness | Brooks did not timely file a Form 4 for a February 2024 transaction | Reported as delinquent in DEF 14A; administrative issue flagged for multiple directors |
Related-Party / Conflicts
- Policy: Transactions >$120,000 with directors/executives/family reviewed; conflict disclosures required; Audit Committee/independent directors evaluate fairness and abstentions recorded .
- Disclosure: Proxy discusses policy but does not list any related-person transactions involving Brooks; no such transactions described in the filing .
Director Compensation Summary (FY2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $65,000 |
| Stock Awards (grant-date fair value) | $101,515 |
| Total | $166,515 |
Committee Assignments
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Nominating & Governance | Member | 4 meetings |
| Audit | — | Audit Committee held 5 meetings; Brooks not a member |
| Compensation & Human Capital | — | Compensation Committee held 4 meetings; Brooks not a member |
Attendance
| Body | FY2024 Meetings | Attendance disclosure |
|---|---|---|
| Board of Directors | 6 | No incumbent director <75% of combined Board and committee meetings |
Independence & Roles
| Attribute | Status |
|---|---|
| Independence | Independent under NASDAQ Rule 5605(a)(2) |
| Lead/Presiding role | Not applicable; Presiding Director is Katheryn B. Curtis |
| Board class/term | Director since 2023; term expires 2026 |
Overall, Brooks presents as a financially literate, governance-savvy independent director with meaningful legal and corporate administration experience, aligned ownership, and active committee service. The single late Form 4 is a modest compliance blemish; ongoing monitoring of reporting timeliness is advisable given heightened market sensitivity to governance signals .