Mark Smith
About Mark W. Smith
Mark W. Smith joined Powell Industries’ Board effective August 1, 2025 and serves as a member of the Audit Committee, with his initial term scheduled to expire at the 2027 annual meeting or until his successor is duly elected and qualified . He is a Certified Public Accountant with over 30 years spanning auditing/consulting and energy services; he retired as CFO of Helmerich & Payne in August 2024 and previously held senior finance roles including CFO at Atwood Oceanics; he holds a BBA and MBA from Baylor University . Tenure at Powell begins August 2025; age not disclosed in company filings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helmerich & Payne (H&P) | Chief Financial Officer; Senior Advisor to executive team post-retirement | CFO: Jun 2018–Aug 2024; Senior Advisor: Aug 2024–Dec 2024 | Led Finance, Treasury, IR, Risk, Accounting, Tax, Supply Chain |
| Atwood Oceanics | VP Corporate Services, Chief Accounting Officer, culminating in CFO | 2009–2017 | Oversaw finance and attestations for international offshore driller |
| Arthur Andersen; PricewaterhouseCoopers | Auditing and consulting roles | 1993–2009 | Led attestations for public audit clients; consulting on organizational/process efficiency |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Forum Energy Technologies (NYSE: FET) | Director | Appointed June 2025 | Audit; Compensation & Human Capital Committees |
Board Governance
- Board expanded from eight to nine directors; Smith appointed effective August 1, 2025 via Item 5.02 8‑K; Audit Committee assignment confirmed .
- 2025 proxy affirms committee independence and Board majority independence; Audit Committee members are independent under Exchange Act Section 10A(m)(3) (general policy statement; Mark Smith’s independence specifically not yet opined in proxy due to post-proxy appointment) .
- No related-party transactions disclosed for Smith under Item 404(a) at appointment; standard non-employee director compensation applies .
- Hedging prohibited by policy for directors, officers, and employees .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Quarterly Retainer – All Other Directors | $16,250 | Quarterly | Applies to non-employee directors not holding designated chair/presiding roles |
| Quarterly Retainer – Audit Committee Chair | $20,750 | Quarterly | Chair only |
| Quarterly Retainer – Compensation & Human Capital Committee Chair | $19,250 | Quarterly | Chair only |
| Quarterly Retainer – Nominating & Governance Committee Chair | $19,250 | Quarterly | Chair only |
| Quarterly Retainer – Presiding Director | $19,250 | Quarterly | Presiding Director only |
| Expense Reimbursement | Actuals | As incurred | For meeting attendance |
Smith is expected to receive the standard non-employee director cash arrangement upon joining the Board (i.e., the All Other Directors quarterly retainer), per the 8‑K and proxy cross-reference .
Performance Compensation
| Award Type | Grant Value | Grant/Approval Context | Vesting | Notes |
|---|---|---|---|---|
| Initial Restricted Stock (prorated) | $50,000 | Approved by Board under 2014 Non‑Employee Director Equity Incentive Plan upon appointment | Vests one calendar year from Aug 1, 2025 (i.e., Aug 1, 2026) | Represents 50% proration of the annual non‑employee director stock award in Feb 2025 |
| Annual Restricted Stock (standard for directors) | $100,000 | Revised in FY 2024 from fixed shares to fixed value | Company practice: annual grant; vesting terms per director plan | Paid in restricted shares; plan caps 4,000 shares per year for non-option awards |
- Director equity awards are time-based restricted stock; the Company moved from fixed-share grants to fixed-value ($100,000) in FY 2024 to standardize grant value across market conditions .
- Options/SARs available under director plan by cap, but no option grants are disclosed for non-employee directors in recent filings; Smith’s initial award is restricted stock (not options) .
Other Directorships & Interlocks
| Company | Relationship to POWL | Potential Interlock/Conflict Considerations |
|---|---|---|
| Forum Energy Technologies | Same industry ecosystem (oilfield services vs. POWL’s electrical equipment for energy/industrial) | No related-party transactions disclosed with Powell; Smith’s appointment notes no Item 404(a) transactions; low direct conflict risk based on disclosed information |
Expertise & Qualifications
- CPA with deep finance, audit, and operations oversight experience as CFO in energy services; brings robust financial reporting, controls, risk management, and capital markets expertise to Audit Committee work .
- BBA and MBA from Baylor University; international auditing/consulting background (Arthur Andersen, PwC) enhances board oversight of financial integrity and compliance .
- Current multi-board experience (POWL and FET) provides cross-industry governance perspective; Audit and Compensation committee service at FET signals relevant committee competency .
Equity Ownership
| Metric | Value | As of | Source |
|---|---|---|---|
| Beneficial Ownership (Common) | 0 shares (Direct) | Form 3 filed Aug 4, 2025 | |
| Initial RS Award | $50,000 grant value | Approved July 18, 2025; effective Aug 1, 2025 | |
| Director Stock Ownership Guideline | $195,000 minimum | Guideline in effect; compliance within 4 years of becoming director | |
| Hedging/Pledging | Hedging prohibited for directors; pledging policy addressed in executive policies | Current policy prohibits hedging; pledging not permitted under hedging policy context |
Company guidelines require non‑employee directors to hold $195,000 in POWL stock within four years; Smith’s compliance status will be measured from his August 2025 appointment date per general guideline practice (specific status not yet disclosed) .
Insider Filings & Trades
| Filing | Date | Key Details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Aug 4, 2025 | Reports 0 common shares; relationship box: Director; filing signed by CFO via POA |
Governance Assessment
- Board effectiveness: Smith’s Audit Committee assignment aligns with his CFO/CPA background, bolstering financial oversight and internal control rigor; his appointment increases board size to nine, potentially enhancing committee capacity .
- Independence and conflicts: Company disclosed no arrangements for selection and no Item 404(a) related-party transactions for Smith at appointment; standard non‑employee director pay applies, supporting independence .
- Compensation alignment: Director cash retainer is modest and equity is time‑based restricted stock with fixed-value grants, limiting short-term risk-taking and encouraging longer-term alignment; initial $50k proration reflects mid-year start .
- Policies and safeguards: Hedging is prohibited for directors, reinforcing alignment; Audit Committee independent under Exchange Act standards; related‑party transaction review is governed by Audit Committee and independent directors .
- Red flags: None disclosed specific to Smith; no related-party transactions, no attendance concerns yet given appointment mid‑FY; multi‑board service limited to two current seats (POWL and FET), below typical overboarding thresholds .
Committee Assignments and Roles
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Audit Committee (POWL) | Member | No | Appointment expressly assigns Audit Committee membership; Audit Committee focuses on financial reporting integrity, internal controls, and cybersecurity risk oversight |
Attendance and Engagement
- FY 2024 Board attendance: Six Board meetings; no incumbent director fell below 75% threshold; Smith joined Aug 2025, so FY 2024 attendance data does not apply to him .
- Annual meeting attendance policy in place; all directors present at Feb 14, 2024 meeting (pre‑appointment for Smith) .
Director Compensation Structure (Company Policy Overview)
| Cash vs Equity Mix | Details |
|---|---|
| Cash Retainers | Quarterly retainers per role; All Other Directors $16,250; higher retainers for committee chairs and Presiding Director |
| Equity Grants | Annual restricted stock awards fixed at $100,000; plan caps apply (4,000 shares for non-option awards per participant per year) |
| Shift in Equity Design | FY 2024 change from fixed-shares to fixed-value to normalize grant value regardless of share price volatility |
Related-Party Transactions Policy
- Transactions >$120,000 with directors/officers or immediate family reviewed; conflicts referred to Audit Committee or independent directors; conflicted directors abstain from voting .
Say-on-Pay & Shareholder Feedback
- Not specifically disclosed for Smith; corporate governance guidelines mandate regular executive sessions of non‑management directors and annual risk oversight/charter reviews .
Board Leadership
- Combined CEO/Chair model with Presiding Director for independent oversight; Presiding Director role established and described (general governance context) .
Sources
- Powell Industries 8‑K (July 22, 2025) appointing Mark W. Smith; Audit Committee membership; initial equity award; no related-party transactions .
- Powell Industries FY2025 10‑K signatures including Mark W. Smith as Director (Nov 19, 2025) .
- Powell Industries 2025 Proxy (DEF 14A) — Director compensation structure, ownership guidelines, hedging policy, committee independence .
- Forum Energy Technologies IR — Mark W. Smith biography, external committee roles .
- Powell Industries IR/Press references confirming appointment (secondary sources mirroring 8‑K) .