Katheryn Curtis
About Katheryn B. Curtis
Katheryn B. Curtis (age 65) is an independent director of Powell Industries (POWL), serving since 2020 with her current term expiring in 2026. She is the Presiding Director (appointed effective February 15, 2023 for a two‑year term) and a member of the Compensation and Human Capital Committee; she is not on the Audit or Nominating committees. Curtis retired as Senior Vice President, Generation, at Dominion Energy Virginia in 2022 (role held since 2014) and previously held VP roles in Retail Operations and Merchant Operations; she holds a BA from the University of Virginia and an MBA from Virginia Commonwealth University. Her expertise spans power generation operations, renewable energy development (onshore and offshore wind and solar), HR, IT, and acquisition integration .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dominion Energy Virginia | Senior Vice President, Generation | 2014–2022 | Led operations of power generation stations; renewable energy development (wind/solar); HR/IT oversight; asset acquisition/integration |
| Dominion Energy (prior roles) | Vice President, Retail Operations; Vice President, Merchant Operations | Not disclosed | Leadership roles in retail and merchant operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virginia Holocaust Museum | Trustee | Not disclosed | Non‑profit governance role |
| UVA Wise College | Executive Committee | Not disclosed | Academic governance role |
Board Governance
- Independence: The Board determined Ms. Curtis is independent under NASDAQ Listing Rule 5605(a)(2); a majority of the Board and all Audit Committee members are independent .
- Leadership: Combined CEO/Chair structure with Ms. Curtis appointed Presiding Director to lead executive sessions and serve as liaison between directors and the Chair; two‑year term effective Feb 15, 2023 .
- Committees: Member, Compensation and Human Capital Committee; not a member of Audit or Nominating & Governance .
- Meetings and attendance: Board held 6 meetings in FY2024; no incumbent director attended fewer than 75% of Board and Committee meetings during periods of service; directors attend Annual Meeting (all attended on Feb 14, 2024) .
- Executive sessions: Independent directors hold separate sessions without management four times per year; Presiding Director leads these sessions given the Chair is a member of management .
- Compensation Committee practices: Committee comprised solely of independent directors; meets in executive session without management; may engage independent compensation consultants (none in FY2024); no Item 404 related‑party relationships or interlocks .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $77,000 | Reflects Board/committee retainers; breakdown of chair/presiding differential not disclosed |
| Meeting Fees | Not disclosed | Company does not list per‑meeting fees in director summary |
| Other Cash Compensation | Not disclosed | — |
Performance Compensation
| Equity Component (FY2024) | Grant Date | Shares/Units | Grant Date Fair Value (USD) | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (time‑based) | Feb 2024 | 660 unvested shares outstanding at 9/30/2024 | $101,515 | Vests on earlier of first anniversary of grant or next Annual Meeting | None; director awards are time‑based (no performance conditions disclosed) |
Equity plan context: As of 9/30/2024, 633,092 shares remained available across equity plans; performance‑based awards under the company LTIP are capped at target levels, but director awards are granted under the Non‑Employee Director Equity Incentive Plan as time‑based restricted stock .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | Compensation Committee members (including Curtis) had no relationships requiring disclosure under Item 404; no interlocks noted . |
Expertise & Qualifications
- Education: BA (University of Virginia); MBA (Virginia Commonwealth University) .
- Technical/industry expertise: Power generation operations; renewable energy (onshore/offshore wind, solar); HR/IT; asset acquisition/integration .
- Governance credentials: Independent director; Presiding Director; member of Compensation and Human Capital Committee .
- Sector experience: Major investor‑owned utility executive leadership .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Includes RS/RSUs | Percent of Class | Pledged/Hedged | Notes |
|---|---|---|---|---|---|
| Katheryn B. Curtis | 5,260 | Includes 660 restricted shares | <1% | Not disclosed for directors; executives are prohibited from hedging/pledging by policy | Address on file; standard beneficial ownership footnotes apply |
Governance Assessment
- Strengths
- Independence and engagement: Independent status, Presiding Director role adds oversight balance under combined CEO/Chair structure; independent executive sessions four times per year .
- Relevant domain expertise: Deep utility generation and renewable energy operations experience, plus HR/IT and integration—valuable for risk oversight and strategic execution in POWL’s markets .
- Attendance and committee effectiveness: No directors below 75% attendance; Compensation Committee comprised of independent directors with robust oversight practices and no Item 404 conflicts .
- Ownership alignment: Annual time‑based restricted stock aligns director incentives with shareholder value; clear vesting tied to service/Annual Meeting cadence .
- Watch items
- Combined CEO/Chair: While mitigated by the Presiding Director, combined leadership requires continued vigilance in executive sessions and risk oversight .
- Limited disclosed director‑specific ownership guidelines: Executive stock ownership and anti‑hedging/pledging policies are robust; director‑specific ownership guidelines not disclosed—monitor for future enhancements .