John Stacey
About John G. Stacey
John G. Stacey, age 59, has served as an independent director of Powell Industries (POWL) since 2022 and is currently a member of the Compensation and Human Capital Committee and the Nominating and Governance Committee . His current term expires at the 2025 Annual Meeting, and he has been nominated for re‑election to a term ending in fiscal 2028 . Stacey is Executive Vice President and Chief Human Resource Officer at Harman International Industries (a Samsung subsidiary) since 2008; earlier he held senior HR roles at Labatt Brewing and Anheuser‑Busch InBev (most recently Vice President People, InBev North America) . He holds a Bachelor of Commerce in Human Resources and Industrial Relations from Memorial University of Newfoundland and brings board‑relevant credentials across HR leadership, M&A/integration, and strategic planning in multinational settings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harman International Industries (Samsung subsidiary) | Executive Vice President & Chief Human Resource Officer | Since 2008 | Business and HR leadership across multinational environments; M&A and integration; strategic planning |
| Labatt Brewing Company / Anheuser‑Busch InBev SA/NV | Various HR roles; most recently Vice President People, InBev North America | 1990–2008 | M&A and integration background; organizational and strategic planning |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Gentherm Incorporated (THRM:US) | Director | Public | Automotive thermal management; no committee roles disclosed |
| Koki Holding Company | Director | Public (Japan) | Power/air tools; no committee roles disclosed |
Board Governance
- Independence and structure: Stacey is independent; the Board has a majority of independent directors under NASDAQ rules .
- Committees and meetings (FY2024):
- Compensation and Human Capital Committee – Member; 4 meetings; all members independent .
- Nominating and Governance Committee – Member; 4 meetings; all members independent .
- Board meetings/attendance: The Board held 6 meetings in FY2024; no incumbent director attended fewer than 75% of combined Board and committee meetings; all directors attended the Feb 14, 2024 Annual Meeting .
- Executive sessions: Non‑management directors meet in executive session four times per year, presided over by an independent director, because the Chair is management .
- Director age/tenure policy: Directors generally do not stand for reelection after age 75; a maximum of five consecutive terms applies (with disclosed waiver history for another director) .
- Interlocks/conflicts: No Compensation Committee interlocks; no relationships requiring Item 404 disclosure for Committee members (including Stacey) .
- Related‑party oversight: The company reviews transactions >$120,000 involving directors/officers; conflicts are referred to the Audit Committee or independent directors; conflicted directors abstain .
- Hedging policy: Board members, officers, and employees are prohibited from hedging company equity .
Fixed Compensation
| Item (FY2024) | Amount |
|---|---|
| Cash fees (retainer/committee roles) | $65,000 |
| Equity (restricted stock grant-date fair value) | $101,515 |
| Total | $166,515 |
| Standard Director Pay Structure (FY2024) | Amount |
|---|---|
| Quarterly Retainer – All Other Directors | $16,250 |
| Quarterly Retainer – Compensation & Human Capital Committee Chair | $19,250 |
| Quarterly Retainer – Nominating & Governance Committee Chair | $19,250 |
| Quarterly Retainer – Presiding Director | $19,250 |
| Quarterly Retainer – Audit Committee Chair | $20,750 |
| Annual Restricted Stock Award (value) | $100,000 |
Notes:
- Stacy is not listed as a committee chair; his cash pay aligns with the standard “All Other Directors” retainer ($16,250 per quarter = $65,000 annual) .
Performance Compensation
| Equity Award (FY2024) | Grant Value | Shares Outstanding (as of 9/30/2024) | Vesting Terms | Plan Notes |
|---|---|---|---|---|
| Annual restricted stock | $100,000 target value per director | 660 unvested shares remained outstanding (from Feb 2024 issuance) | Vest on the earlier of the first anniversary of the grant or the next Annual Meeting | FY2024 change: moved from fixed‑shares to fixed‑value annual grants |
No director performance metrics are disclosed for director equity; awards are time‑based restricted stock rather than performance‑based units .
Other Directorships & Interlocks
| Person | External Board | Role | Interlock/Conflict Disclosure |
|---|---|---|---|
| John G. Stacey | Gentherm Incorporated (THRM:US) | Director | Company discloses no Compensation Committee interlocks and no Item 404 relationships for Committee members |
| John G. Stacey | Koki Holding Company | Director | Same as above |
Expertise & Qualifications
- HR leadership across multinational organizations; M&A and integration experience; organizational and strategic planning expertise .
- Independent director status; active roles on Compensation and Nominating/Governance committees .
Equity Ownership
| Holder | Total Beneficial Ownership | Percent of Class | Notable Details |
|---|---|---|---|
| John G. Stacey | 5,460 shares | <1% | Includes 660 shares of restricted stock issued under the 2014 Non‑Employee Director Equity Incentive Plan |
| Ownership Alignment Policies (Directors) | Status/Detail |
|---|---|
| Stock ownership guideline | Minimum $195,000 in POWL shares; 4 years to comply |
| Compliance status | All non‑employee directors are in compliance; Mr. Singh not yet due to tenure |
| Hedging | Prohibited for Board members |
| Pledging | Executive policy generally prohibits pledging; no pledging policy for directors disclosed; no pledging by Stacey disclosed |
| Director equity plan capacity | 350,000 shares reserved under the 2014 Non‑Employee Director Equity Incentive Plan |
Governance Assessment
- Strengths: Independent status; active service on key governance and compensation committees; attendance at or above Board minimums; compliance with robust ownership guideline; hedging prohibited; no Item 404‑type relationships or compensation committee interlocks disclosed .
- Compensation structure signals: Director equity shifted in FY2024 from fixed‑share to fixed‑value grants ($100,000), a more market‑standard approach that stabilizes grant value through share price cycles; time‑based vesting to next Annual Meeting or first anniversary supports alignment and continuity .
- Potential watch‑items: Multiple outside boards (Gentherm, Koki) increase time commitments, though the Board requires directors to manage commitments and no attendance concerns were disclosed; no related‑party or interlock issues identified .
- Tenure/mandate: Term expiring in 2025 with nomination for re‑election to 2028 supports continuity on Compensation and Nominating/Governance committees .