Christopher Cragg
About Christopher E. Cragg
Independent director of Powell Industries (POWL) since 2008; age 63; current term expires in 2026. He serves as Chair of the Audit Committee and is a member (and past Chair) of the Compensation and Human Capital Committee; the Board has designated him an “audit committee financial expert.” He is a registered CPA in Texas with prior senior roles at Oil States International, UMC Petroleum, and PricewaterhouseCoopers; he holds a degree from Southwestern University and chairs its Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oil States International, Inc. | Executive Vice President of Operations; President of multiple divisions | Prior to joining POWL board | Public company operating leadership in oil and gas; M&A and integration experience |
| UMC Petroleum | Chief Accounting Officer | Prior to Oil States | SEC/financial reporting expertise |
| PricewaterhouseCoopers | Senior Manager | Early career | Public company audit/controls background; CPA (TX) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southwestern University | Chair, Board of Trustees | Current | Higher-ed governance; complements audit/governance expertise |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Cragg is independent (NASDAQ 5605(a)(2)); Audit Committee also independent under Exchange Act 10A(m)(3) |
| Committee assignments | Audit Committee (Chair); Compensation & Human Capital Committee (Member; past Chair) |
| Financial expert | Identified as an “audit committee financial expert” (Item 407(d)(5) of Reg S‑K) |
| Attendance | Board held 6 meetings in FY2024; no incumbent director attended <75% of Board+committee meetings; all directors attended 2024 annual meeting |
| Board structure | Combined CEO/Chair; independent Presiding Director (Curtis) presides over executive sessions; non-management directors meet in executive session four times per year |
| Tenure policy | Board waived consecutive-term limit for Cragg due to his designation as audit committee financial expert in 2023 |
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees (Cragg) | $83,000 | Reflects quarterly retainers including Audit Committee Chair |
| Equity grant (grant-date fair value) | $101,515 | Time-based restricted stock, value-based program |
| Total (Cragg) | $184,515 | Cash + equity |
| Standard quarterly retainers | $20,750 (Audit Chair); $19,250 (Comp Chair); $19,250 (N&G Chair); $19,250 (Presiding Director); $16,250 (All other directors) | Committee/role differentials |
| Annual director equity value | $100,000 | Fixed-value RSU program for non-employee directors |
| Vesting convention | 660 unvested shares outstanding as of 9/30/24; vests on earlier of 1-year anniversary or next annual meeting | Applies to FY2024 grant |
Performance Compensation
- No performance-based metrics apply to non-employee director compensation; equity is time-based restricted stock with annual fixed value awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Cragg in POWL proxy biography |
| Compensation Committee interlocks | None; all FY2024 Comp Committee members (incl. Cragg) are independent; no Item 404 relationships requiring disclosure |
Expertise & Qualifications
- CPA in Texas; designated audit committee financial expert; deep SEC/financial reporting expertise .
- Senior operating leadership in energy and industrials; M&A and integration experience; industry relationships with suppliers/customers in oil & gas end markets .
- Governance leadership as university board chair; complements risk oversight and controls focus .
- Board maintains majority independence; Audit Committee oversees financial reporting, internal controls, and cybersecurity metrics annually .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Christopher E. Cragg | 12,135 | * (<1%) | Includes 660 restricted shares under director plan (footnote 5) |
| Director ownership guideline | $195,000 value | — | All non-employee directors in compliance; Mohit Singh not yet due to recent appointment |
| Hedging | Prohibited for directors, officers, employees | ||
| Pledging | Executive policy generally prohibits pledging; hedging prohibition explicitly covers directors |
Insider Trading & Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance | Company reported one late Form 4 for each director including Cragg for a February 2024 transaction; administrative in nature |
| 10b5-1 / Trading windows | Pre-clearance, quarterly windows, and Rule 10b5‑1 plan requirements in insider trading policy |
| Hedging | Directors prohibited from hedging company stock |
Compensation Committee Analysis (context for governance risk)
- Composition: Curtis, McGill (Chair), Cragg, Stacey; all independent .
- Consultant usage: Committee may engage independent consultants; none engaged in FY2024; prior engagements reviewed for independence; no conflicts .
- Executive pay metrics (context for oversight quality): STI uses EBITDA (75%) and Working Capital % of revenue (25%); LTI uses 3-year EBITDA% and weighted safety EMR; caps applied; discretion permitted; clawback and ownership policies in place .
- Say-on-Pay: 2024 vote response characterized as “positive” by the company .
Related-Party and Conflict Controls
- Related-person transaction policy: Audit Committee/independent directors review transactions >$120,000 involving directors/executives; conflict abstention required .
- Item 404 relationships: None for Compensation Committee members (includes Cragg) .
- Code of Ethics and governance hotline procedures disclosed; Audit Committee monitors hotline .
Governance Assessment
-
Positives:
- Strong financial oversight credentials: CPA; designated audit committee financial expert; chairs Audit Committee; committee independent; cybersecurity oversight included in Audit Committee remit .
- Independence, attendance, and engagement: Independent; no attendance concerns; present at annual meetings .
- Ownership alignment: Director stock value guideline ($195k) with full compliance among non-employee directors (tenure exception noted for new appointee); director equity grants vest on short horizon aligned to meeting cycle .
- Compensation oversight quality: Clear STI/LTI frameworks, caps, clawback, ownership/anti-hedging policies; no compensation consultant conflicts; positive Say‑on‑Pay outcome in 2024 .
-
Risk indicators / items to monitor:
- Administrative late Section 16 filing: One late Form 4 for a Feb 2024 transaction across directors including Cragg; low severity but monitor future timeliness as a process control signal .
- Tenure/refreshment: Board waived consecutive-term limit for Cragg due to audit committee financial expert designation; beneficial for continuity but monitor overall refreshment balance .
- Combined CEO/Chair structure mitigated by Presiding Director and regular executive sessions; ensure continued robust independent oversight, particularly via Audit and Compensation Committees .