James McGill
About James W. McGill
Independent director since 2018 (age 69), currently Chair of the Compensation and Human Capital Committee and member of the Audit Committee; term expires in 2027. McGill spent 40 years at Eaton Corporation PLC, retiring as President of the Electrical Sector – Americas; prior roles included President Eaton Asia Pacific, EVP Human Resources, and VP Eaton Business System. He holds a BA in Chemistry from Miami University and serves on the Board of Badger Meter (BMI). The Board has determined he is independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation PLC | President, Electrical Sector – Americas | 40 years; retired | Operational leadership across electrical markets; human resources, quality, supply chain management experience |
| Eaton Corporation PLC | President, Asia Pacific | Included in 40-year career | International operating leadership |
| Eaton Corporation PLC | EVP, Human Resources | Included in 40-year career | Human capital management expertise |
| Eaton Corporation PLC | VP, Eaton Business System | Included in 40-year career | Process/quality systems leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Badger Meter (BMI) | Director | Current | Not disclosed in POWL proxy |
Board Governance
| Committee | Role | FY2024 Meetings | Independence | Notes |
|---|---|---|---|---|
| Compensation & Human Capital | Chair | 4 | Independent; non-employee director; “outside director” under 162(m) | Regular executive sessions without management; CEO not present for his compensation deliberations; consultants may be engaged (none in FY2024) |
| Audit | Member | 5 | Independent; audit committee financial expert designation applies to other members; all members independent | Assists with financial reporting integrity, internal controls, and cybersecurity oversight |
| Board | Director | 6 board meetings held | Majority independent board; McGill independent | No director attended fewer than 75% of combined Board/committee meetings; all directors attended the Feb 14, 2024 annual meeting |
- Board leadership: Combined CEO/Chairman structure with Presiding Director role to enhance independent oversight .
- Risk oversight: Committee-level oversight of financial, compensation, governance, and cybersecurity risks .
Fixed Compensation
| Component | FY2024 Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $77,000 | Equals four quarterly chair retainers for Comp & Human Capital Committee at $19,250 per quarter |
| Annual Restricted Stock Award (Grant-Date Fair Value) | $101,515 | Under the 2014 Non-Employee Director Equity Incentive Plan (value-based grants) |
| Total | $178,515 | Cash + equity; Company reimburses meeting-related expenses |
Director Retainer Schedule (FY2024):
| Role | Quarterly Retainer |
|---|---|
| Audit Committee Chair | $20,750 |
| Compensation & Human Capital Committee Chair | $19,250 |
| Nominating & Governance Committee Chair | $19,250 |
| Presiding Director | $19,250 |
| All Other Directors | $16,250 |
Performance Compensation
| Item | Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Annual director equity grant | Restricted stock valued at $100,000 per year | Vests on the earlier of the first anniversary of grant or next annual meeting | None disclosed for directors; director awards are time-based restricted stock (not performance-based) |
- FY2024 director grants resulted in 660 unvested restricted shares outstanding for each non-employee director (excluding Mr. White) as of Sept 30, 2024; these will vest per the schedule above .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee Interlocks | No interlocks or relationships requiring Item 404 disclosure; all members independent; none present or past employees |
| Insider Participation | No reciprocal board/comp committee relationships with company executive officers at other entities |
Expertise & Qualifications
- Executive officer experience in a public industrial company with wide electrical market exposure; operations, HR, quality, and supply chain expertise .
- Chemistry BA (Miami University); extensive international and sector leadership credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| James W. McGill | 9,660 [includes 660 RS] | <1% | Address c/o Powell; sole voting/investment power unless noted |
Director Stock Ownership Guideline:
- Minimum holding requirement: $195,000 in vested or unvested shares; four years to comply. All non-employee directors are in compliance; Mr. Singh has not yet reached the target due to tenure .
Insider Trades
| Date (Filed) | Transaction | Shares | Notes | Source |
|---|---|---|---|---|
| 02/20/2024 | Restricted stock award grant | 660 | Granted as compensation for Board service; unvested shares outstanding as of 9/30/24 | https://powellindustriesinc.gcs-web.com/static-files/42ee0e1f-067a-4427-b8fd-8a866566cef6 |
- Section 16(a) compliance note: McGill (among other directors) did not timely file a Form 4 for a February 2024 transaction due to an administrative error; company believes other required reports were timely for FY2024 .
Governance Assessment
- Strengths:
- Independent director with deep industrial/electrical sector operating experience; serves as Chair of Compensation & Human Capital Committee and member of Audit Committee, supporting pay-for-performance alignment and financial oversight .
- Regular executive sessions in Compensation Committee and clear recusal of CEO from his own pay deliberations; authority to engage independent consultants (none engaged in FY2024) .
- Board and committee attendance thresholds met; full director attendance at 2024 annual meeting .
- Director equity ownership guideline in place; compliance indicates meaningful alignment (excluding a new director) .
- Risk indicators and red flags:
- Late Form 4 filing for Feb 2024 transaction noted in Section 16(a) disclosure (administrative error) .
- Combined CEO/Chair structure may reduce independent leadership leverage; mitigated by the Presiding Director role and executive sessions .
- No compensation consultant utilized in FY2024; while not a violation, absence of external benchmarking support could be viewed as a monitoring gap depending on context .
- Conflicts/related-party:
- No Item 404 related-party transactions or compensation committee interlocks disclosed for McGill .
- External directorship at Badger Meter disclosed; no conflicting transactions or shared directorships with POWL competitors/suppliers/customers are indicated in the proxy .