Michael Metcalf
About Michael W. Metcalf
Michael W. Metcalf (age 57) is Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Powell Industries, appointed December 13, 2018, after serving in multiple CFO roles at GE Oil & Gas, Baker Hughes (Artificial Lift Systems), and GE Power (Aeroderivative Products) from 2011–2018 . Under his tenure, Powell’s EBITDA rose from $11.4MM (FY21) to $185.6MM (FY24), while three-year cumulative TSR climbed to $971 per $100 initial investment by FY24, significantly outperforming the peer group, indicating strong value creation linkage to performance-based equity awards . Executive policies include a clawback for restatements/misconduct, hedging prohibition, and generally prohibiting pledging or margin use; executives (including the CFO) are subject to stock ownership guidelines of 3x base salary and are currently in compliance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Oil & Gas | CFO, Global Supply Chain & Operations | Apr 2011–Oct 2015 | Led finance across global operations; process rigor and cost execution |
| GE Oil & Gas | CFO, Production Solutions | Nov 2015–Aug 2017 | Drove segment financial discipline and performance |
| Baker Hughes, a GE company | CFO, Artificial Lift Systems | Aug 2017–Aug 2018 | Managed finance for high-ROI lift systems portfolio |
| GE Power | CFO, Aeroderivative Products | Aug 2018–Oct 2018 | Supported product-line P&L during transition |
External Roles
No public-company directorships or external board roles disclosed for Mr. Metcalf in Powell’s executive officer section .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $338,000 | $351,520 | $385,000 |
| All Other Compensation ($) | $53,382 | $53,316 | $54,928 |
| Deferred Comp – Exec Contributions ($) | $183,429 | $210,167 | $263,640 |
| Deferred Comp – Employer Match ($) | $8,034 | $8,935 | $9,756 |
| Deferred Comp – Earnings ($) | $(65,612) | $(19,229) | $220,237 |
| Deferred Comp – Ending Balance ($) | $455,597 | $655,470 | $1,149,103 |
- FY2024 perquisites detail: 401(k) match $12,303; auto allowance $24,000; executive physical $1,715; supplemental life/disability $7,154 .
Performance Compensation
Short-Term Incentive Framework (Annual Cash)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Multiplier | Vesting |
|---|---|---|---|---|---|---|---|
| EBITDA ($MM) | 75% | $57.0 | $75.9 | $113.9 | $186.4 | 200% | Cash (annual) |
| Working Capital (% of Revenue) | 25% | 2.28% | 1.52% | 0.76% | (7.39%) | 200% | Cash (annual) |
| CFO STI Outcomes | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target (% of Salary) | 75% | 75% | 75% |
| Actual Cash Incentive ($) | $420,284 | $527,280 | $577,500 |
Long-Term Incentive (RSUs/PSUs − 50% Time, 50% Performance)
| Element | Grant Date | Target Units | Metrics | Weight | Threshold | Target | Max | Vesting |
|---|---|---|---|---|---|---|---|---|
| Performance RSUs | Oct 2, 2023 | 1,800 | EBITDA% | 80% | 50% | 100% | 200% | 3-yr cliff to 9/30/2026 |
| Performance RSUs | Oct 2, 2023 | 1,800 | Safety EMR | 20% | 1.01+→0% | 0.76–1.00→100% | 0.00–0.25→200% | 3-yr cliff to 9/30/2026 |
| Time RSUs | Oct 2, 2023 | 1,800 | Time-based | — | — | — | — | Pro-rata over 3 years (to 9/30/2026) |
Vesting of FY2022–FY2024 cycle (Performance RSUs):
- Metrics/outcomes: Cumulative EBITDA% actual 12.28% vs target 1.88% (200%); 3-year weighted Safety EMR 0.72 (125%); aggregate multiplier 185% .
- CFO shares earned: Target 5,100; earned 9,435 (185%) .
FY2024 RSU vesting realized:
- Shares vested: 18,835; value realized $4,181,182 (based on $221.99 close, 9/30/2024) .
Equity Ownership & Alignment
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Beneficial Ownership – Shares | 25,500 | 27,000 |
| Shares Outstanding | 11,959,918 | 12,058,848 |
| Ownership % of Outstanding | 0.21% (calc from 25,500/11,959,918) | 0.22% (calc from 27,000/12,058,848) |
Unvested/Outstanding equity at 9/30/2024:
- Performance RSUs (max): 12,600 from 10/1/2022; 3,600 from 10/1/2023 .
- Time RSUs outstanding: 2,100 from 10/1/2022; 6,200 from 10/1/2023 .
- Market values (at $221.99 close, 9/30/2024): $2,797,074; $799,164; $466,179; $1,376,338, respectively .
- Options: None outstanding .
Alignment policies:
- Ownership guideline: CFO 3x base salary; all executives currently in compliance .
- Hedging prohibited; pledging generally prohibited; margin accounts prohibited (case-by-case exception for pledging via CEO not applicable to CFO) .
Note on insider transactions: Attempt to fetch Form 4 data via insider-trades skill failed due to authorization (HTTP 401). Recent insider selling/10b5-1 activity cannot be assessed here.
Employment Terms
Key contractual economics for CFO:
- Start date: Dec 13, 2018 .
- Non-compete/non-solicit: Non-compete for the greater of 1 year or the severance period; non-solicitation during the Restricted Period .
- Severance multiples (salary continuity): Poor performance − 12 months; Without cause/Good Reason pre-CIC − 24 months; Without cause/Good Reason during protected period post-CIC − 36 months .
Potential payments at 9/30/2024 (illustrative CFO amounts):
| Scenario | Salary Continuation | STI Payout | Equity Acceleration | Health Continuation | Outplacement |
|---|---|---|---|---|---|
| Retirement/Disability/Death | — | $288,750 | $3,640,636 | $24,000 | — |
| Poor Performance | $385,000 | — | Forfeited | $24,000 | — |
| Without Cause / Good Reason (pre-CIC) | $770,000 | $288,750 | $3,640,636 | $36,000 | $25,000 |
| Without Cause / Good Reason (post-CIC, protected period) | $1,155,000 | $577,500 | $3,640,636 | $36,000 | $25,000 |
Triggers:
- Equity awards accelerate under retirement/disability/death, pre-CIC term (without cause/Good Reason), and post-CIC protected period term; CIC severance is double-trigger (termination during protected period following a CIC) .
Clawback:
- Executive incentive award recoupment for restatements/material non-compliance or misconduct leading to inaccurate operational metrics .
Performance & Track Record
- Pay-versus-performance linkage: CAP for NEOs closely tied to EBITDA and TSR; selected measure is EBITDA; Company EBITDA progression: $11.4MM (FY21), $18.9MM (FY22), $71.1MM (FY23), $185.6MM (FY24) .
- TSR context: POWL cumulative TSR (value of $100 invested at 9/30/2021) reached $971.27 by FY24 vs peer group $142.95, indicating outsized shareholder returns during CFO’s recent period .
Compensation Peer Group and Say-on-Pay
- FY2024 Proxy Peer Group includes Ameresco, AZZ, Belden, CECO Environmental, Daktronics, EnerSys, Franklin Electric, Gibraltar Industries, Littelfuse, LSI Industries, Matthews International, Preformed Line Products, Sterling Infrastructure, Thermon Group, Woodward; committee considers market medians informally for competitiveness .
- 2024 Say-on-Pay results: For 9,969,638; Against 87,381; Abstain 13,092 (approved) .
Investment Implications
- Strong pay-for-performance alignment: STI tied to EBITDA/WC (both paid at max), and LTI PSUs driven by multi-year EBITDA% and safety EMR with capped outcomes; CFO’s earned PSUs at 185% reinforce payout discipline and reflect operational outperformance .
- Retention and selling pressure: Significant RSU vesting/value realization (FY24 vested 18,835 shares; $4.18MM) imply periodic liquidity events; hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk; lack of current Form 4 data prevents near-term selling pressure assessment .
- Change-in-control economics: Double-trigger severance up to 36 months salary plus 2x STI target and full equity acceleration may represent meaningful cost on a sale; investors should weigh potential dilution/expense impacts in strategic scenarios .
- Governance signals: Positive say-on-pay support and codified clawback/anti-hedging policies lower governance risk; executive compliance with ownership guidelines supports alignment with shareholders .