Brett Cope
About Brett Cope
Brett A. Cope is Chairman, President and CEO of Powell Industries and a director since 2016; he became CEO in October 2016 and was appointed Chairman in September 2019. He previously spent 20 years at ABB and holds a BS in Applied Science from Miami University (Ohio) . Powell’s pay-versus-performance disclosure shows strong alignment of “compensation actually paid” with three-year TSR, EBITDA and Net Income, with POWL’s $100 TSR compounding to $971.27 by FY2024 versus $142.95 for the proxy peer group .
Board service and governance: Cope is a non-independent Chair/CEO and serves on no board committees; the board has appointed a Presiding Director (Ms. Curtis) with defined responsibilities to enhance independent oversight . He receives no additional pay for board service .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Powell Industries | Chairman of the Board | 2019–present | Combined Chair/CEO role; board leadership and strategy |
| Powell Industries | President & Chief Executive Officer | Oct 2016–present | Company-wide P&L and strategy execution |
| Powell Industries | Chief Operating Officer | 2015–2016 | Operations leadership before CEO transition |
| Powell Industries | VP Sales & Marketing | 2011–2015 | Go-to-market leadership |
| ABB Ltd. | Group Vice President; prior roles in engineering, project operations, sales | 1990–2010 | Led global initiatives (incl. ExxonMobil account); 20 years tenure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ABB Ltd. | Group Vice President | 1990–2010 | Global business development and execution with ExxonMobil |
Company Performance (context)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $532.6M | $699.3M | $1,012.4M |
| EBITDA | $16.6M* | $71.1M* | $185.6M* |
| Net Income | $13.7M | $54.5M | $149.8M |
*Values retrieved from S&P Global.
Fixed Compensation
- FY2024 pay mix targets: Base $600,000; STI target 125% of base; LTI target 170% of base (75% of CEO target pay is variable incentives) . Salary was increased 11% for FY2024; incentive targets unchanged .
- FY2024 actual: Base salary $600,000; STI paid $1,500,000; Stock awards grant-date fair value $1,034,316; change in deferred comp earnings $245,801; all other comp $56,061; total $3,436,178 .
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $520,000 | $540,800 | $600,000 |
| Target STI (% base) | — | — | 125% |
| Actual STI Paid | $1,077,651 | $1,352,000 | $1,500,000 |
| Stock Awards (grant-date FV) | $780,312 | $922,684 | $1,034,316 |
| Change in NQDC Earnings | $(153,834) | $48,853 | $245,801 |
| All Other Compensation | $53,785 | $57,924 | $56,061 |
| Total | $2,277,914 | $2,922,261 | $3,436,178 |
Perquisites detail (FY2024): 401(k) match $12,075; nonqualified plan match $9,667; auto allowance $24,000; executive physical $1,715; supplemental life/disability $8,604 .
Performance Compensation
Short-Term Incentive Plan (FY2024 design and results)
- Metrics and weighting: EBITDA 75%; Working Capital (% of Revenue) 25% .
- Company outcomes: EBITDA $186.4M (200% multiplier); Working Capital (7.39%) (200% multiplier); aggregate payout 200% for CEO .
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Multiplier |
|---|---|---|---|---|---|---|
| EBITDA ($MM) | 75% | $57.0 | $75.9 | $113.9 | $186.4 | 200% |
| Working Capital (% of Revenue) | 25% | 2.28% | 1.52% | 0.76% | (7.39%) | 200% |
| CEO Short-Term Incentive Award | — | — | — | — | — | $1,500,000 |
Long-Term Incentives (structure, vesting, and outcomes)
- FY2024 grant (authorized Sept 20, 2023; grant date Oct 2, 2023): Cope received 6,100 performance-vesting RSUs and 6,100 time-vesting RSUs; grant-date FV for equity $1,034,316 . Time-vesting RSUs vest pro rata over 3 years; PSUs cliff-vest after a 3-year period ending Sep 30, 2026, based 80% on EBITDA% and 20% on a three-year weighted safety EMR scale (0–200% caps) .
- Prior performance cycle (FY2022–FY2024) outcomes: Cumulative EBITDA% 12.28% (200%); 3-year weighted safety rating 0.72 (125%); aggregate 185%; Cope earned 28,860 shares vs 15,600 target .
| LTI Element | Metric | Weight | Target/Scale | Performance Window | Cope Target | Actual/Outcome | Payout/Vesting |
|---|---|---|---|---|---|---|---|
| PSUs (FY2024 grant) | EBITDA% | 80% | 50%–200% of target | FY2024–FY2026 | 6,100 | TBD (ends 9/30/2026) | Cliff at end; cap 200% |
| PSUs (FY2024 grant) | Safety EMR | 20% | EMR tiers 0%–200% | FY2024–FY2026 | 6,100 | TBD | Cliff at end |
| RSUs (FY2024 grant) | Service | — | Pro rata vest over 3 years | FY2024–FY2026 | 6,100 | Service-based | Annual tranches |
| PSUs (FY2022–FY2024) | EBITDA% & Safety | 80%/20% | Agg. 185% | FY2022–FY2024 | 15,600 | 12.28% EBITDA% (200%), 0.72 Safety (125%) | 28,860 earned |
Equity Ownership & Alignment
- Beneficial ownership (12/20/2024): 144,170 shares (1.2% of shares outstanding) .
- Outstanding unvested/unearned equity at 9/30/2024 (no options outstanding):
- Equity incentive awards (unearned): 43,400 ($9,634,366), 7,234 ($1,605,876), 12,200 ($2,708,278), 4,067 ($902,833) .
- Policies:
- Stock ownership guidelines for executives: 1x–5x base salary; all executives in compliance .
- Hedging prohibited; pledging generally prohibited; no margin holding .
- Clawback policy allows recovery upon financial restatement or misconduct impacting operational metrics; applies to incentive compensation paid in prior 12 months .
| Item | Detail |
|---|---|
| Beneficial Shares | 144,170 (1.2% of class) as of 12/20/2024 |
| Options | None outstanding |
| Unvested/Unearned Equity | 43,400 ($9.63M); 7,234 ($1.61M); 12,200 ($2.71M); 4,067 ($0.90M) at 9/30/2024 |
| Ownership Guidelines | 1–5x base salary; in compliance |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited |
| Clawback | Applies to restatements/misconduct; 12-month lookback for incentive recoupment |
Note: No pledges are noted in the proxy’s beneficial ownership disclosure; company policy generally prohibits pledging .
Employment Terms
- Non-compete and non-solicit: Applies during employment and for the greater of 1 year post-termination or the severance period; non-solicitation applies during the restricted period .
- Severance structure: Double-trigger CIC (benefits payable upon qualifying termination during “Protected Period” after a change in control). Equity awards vest immediately in retirement, disability, death, qualifying terminations pre- and post-CIC .
| Scenario (as of 9/30/2024) | Severance Pay | STI Payment | Equity Acceleration | Health Continuation | Outplacement |
|---|---|---|---|---|---|
| Resignation/For Cause | — | — | — | — | — |
| Retirement/Disability/Death | — | $750,000 | $8,680,031 (at $221.99/sh) | $24,000 | — |
| Poor Performance | $600,000 | — | Forfeited | $24,000 | — |
| Without Cause/Good Reason (pre-CIC) | $1,200,000 | $750,000 | $8,680,031 | $36,000 | $25,000 |
| Without Cause/Good Reason (post-CIC) | $1,800,000 | $1,500,000 | $8,680,031 | $36,000 | $25,000 |
Other governance-friendly terms: No excise tax gross-ups in executive agreements entered on/after Oct 1, 2013 .
Compensation Peer Group (for FY2024 benchmarking)
Ameresco; AZZ; Belden; CECO Environmental; Daktronics; EnerSys; Franklin Electric; Gibraltar Industries; Littelfuse; LSI Industries; Matthews International; Preformed Line Products; Sterling Infrastructure; Thermon Group; Woodward .
Board Governance and Service
- Director since 2016; current term expires 2025; not a member of Audit, Compensation & Human Capital, or Nominating & Governance committees .
- Combined CEO/Chair since 2019; board rationale favors flexibility; Presiding Director (Ms. Curtis) appointed Feb 15, 2023 to lead executive sessions and act as liaison .
- CEO receives no additional compensation for board service .
Say-on-Pay & Shareholder Feedback
- Company reports a positive response to say-on-pay at the 2024 annual meeting; the committee continues to review and adjust practices as needed .
Vesting Schedules and Potential Trading Pressure
- Time-vesting RSUs granted Oct 2, 2023 vest pro rata over three years (through FY2026), implying periodic taxable events that can result in sell-to-cover transactions on vest dates .
- PSUs from the FY2024 grant cliff-vest at the end of the three-year period ending Sep 30, 2026, subject to EBITDA% and Safety EMR performance (cap 200%) .
- Outstanding unearned awards at 9/30/2024 are substantial in dollar value, which can translate into periodic insider Form 4 activity around vesting; monitor vest schedules and blackout windows for potential flow-through effects .
Performance & Track Record
- FY2024 short-term targets were materially exceeded (200% payout), driven by EBITDA outperformance and significant working capital efficiency improvement .
- FY2022–FY2024 PSUs paid at 185% of target, reflecting strong cumulative EBITDA% and safety outcomes; Cope earned 28,860 shares vs. 15,600 target .
- Pay-versus-performance shows strong alignment: “compensation actually paid” increasing alongside sharp gains in POWL TSR and EBITDA .
Investment Implications
- Alignment: High at-risk mix (75% of CEO target pay variable) with performance metrics (EBITDA, working capital, safety) that directly impact cash generation and operational quality . Prior cycle PSU payout (185%) and strong FY2024 STI results validate performance linkage .
- Retention and overhang: Significant unvested/unearned equity and double-trigger CIC protection reduce near-term flight risk but create ongoing equity supply from scheduled vesting; monitor vesting calendars for potential sell-to-cover pressure .
- Governance: Combined Chair/CEO with a Presiding Director mitigant; investors sensitive to independence may view structure as a moderate governance risk. Concentrated ownership (Thomas W. Powell 19.1%) can align long-term focus but also centralizes influence .
- Pay practices: No excise tax gross-ups on newer agreements; robust clawback; hedging/pledging restrictions; stock ownership policy (in compliance) all score well on shareholder-friendly practices .