Frank P. Simpkins
About Frank P. Simpkins
Frank P. Simpkins (age 62) is an independent director of Power Solutions International (PSIX) since July 13, 2017. He chairs the Audit Committee and serves on the Nominating and Strategic Committees. He is recognized by the Board as an “Audit Committee Financial Expert” and is independent under Nasdaq rules. Education: B.S. in Accounting from Pennsylvania State University. Core credentials: former public-company CFO, deep SEC reporting and audit oversight experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson Network Power (Emerson Electric Co. segment) | Chief Financial Officer | Jun 2016 – Dec 2016 | Public-company finance leadership; SEC reporting and controls |
| Kennametal Inc. (NYSE: KMT) | VP & Chief Financial Officer (various roles since 1995) | 2006 – 2015 (at CFO) | Global finance leadership at industrial manufacturer |
| PricewaterhouseCoopers | Manager | 1986 – 1995 | Audit/accounting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EXRO Technologies | Independent Director | Since Jul 2023 | Audit Committee Chair; Nominating Committee member |
| Anovion (advanced battery materials) | Advisory Board Member | Since Sep 2022 | Advises on finance/scale-up |
Board Governance
- Committee assignments: Audit Committee (Chair); Nominating Committee; Strategic Committee. The Audit Committee comprises independent directors and includes three “financial experts”; Simpkins is the chair.
- Independence: The Board determined Simpkins is independent under Nasdaq standards despite PSIX’s “controlled company” status (Weichai majority owner).
- Attendance/engagement: In 2024 the Board met 13 times; committees met as follows—Audit (7), Compensation (7), Nominating (2), Strategic (11). All directors attended ≥75% of their combined Board and committee meetings.
- Audit oversight: Responsibilities include financial statement oversight, auditor independence, related party transactions, cybersecurity risk, internal controls, and quarterly risk reviews. The Audit Committee report to include PSIX’s 2024 audit was signed by Simpkins as Chair.
- Governance context: PSIX is a Nasdaq “controlled company” (Weichai owns ~51.1%), allowing exemptions from certain independence requirements; Weichai designates a majority of directors. Investor implications: heightened need for robust Audit Committee oversight of related party transactions and capital structure.
Fixed Compensation (Director)
| Item | Details |
|---|---|
| Annual cash retainer | $50,000 |
| Additional cash retainer – Audit Chair | $25,000 |
| Meeting fees | $1,500 per day (Board and committee meetings) |
| Equity | 5,000 shares of restricted stock per year |
| 2024 Director Compensation (PSIX) | Cash Fees | Stock Awards (Grant-date Fair Value) | Total |
|---|---|---|---|
| Frank P. Simpkins | $124,500 | $117,213 | $241,713 |
Performance Compensation (Director Equity)
| Grant date | Instrument | Shares/Units | Grant-date fair value | Vesting |
|---|---|---|---|---|
| Dec 12, 2024 | Restricted stock | 5,000 | $117,213 | Vests Jul 10, 2025 (for 2024 service) |
Notes: Director equity compensation for 2024 consisted of restricted stock; no options or performance-conditional director equity are disclosed. The Plan prohibits option/SAR repricing without shareholder approval and imposes a 1-year minimum vesting with limited exceptions.
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| EXRO Technologies | Public | Director; Audit Chair; Nominating member | None disclosed with PSIX customers/suppliers. |
| Anovion | Private/advisory | Advisory Board | None disclosed. |
No related person transactions involving Simpkins are disclosed; related party items in 2023–2025 primarily involve Weichai financing and commercial arrangements overseen under Audit Committee review protocols.
Expertise & Qualifications
- Financial expert designation (SEC definition) and extensive public-company reporting experience.
- Former CFO at large industrials; deep audit, FP&A, and capital markets experience.
- Accounting degree (Penn State).
Equity Ownership
| Holder | Beneficial ownership (shares) | % of outstanding | Notes |
|---|---|---|---|
| Frank P. Simpkins | 40,000 | <1% | As of May 30, 2025; 23,008,511 shares outstanding. |
Policy protections for alignment and risk:
- Hedging and pledging prohibited for directors under PSIX’s Insider Trading Policy.
- Company-wide Clawback Policy aligned with SEC/Nasdaq rules (applies to incentive compensation; primarily executive-focused).
Governance Assessment
Key positives
- Strong oversight credentials: Independent Audit Committee Chair; SEC-designated financial expert; signed 2024 Audit Committee report—supports investor confidence in financial reporting quality.
- Engagement: Board/committee workload is significant; all directors maintained ≥75% attendance in 2024.
- Alignment: Meaningful, recurring equity grants; hedging/pledging prohibitions reduce misalignment risk.
Structural risks and monitoring items
- Controlled company risks: Weichai’s 51.1% ownership, multiple board designees, and extensive related-party financing/commercial ties elevate conflict risk; continued rigorous Audit Committee scrutiny is essential.
- Related-party financing dependence: Active shareholder loan facilities with Weichai (up to $105M SLA; SOFR-based rates), with discretionary draw approvals, warrant close ongoing review of pricing, covenants, and independence.
RED FLAGS
- None specific to Simpkins disclosed: no related-person transactions or Section 16(a) delinquencies noted for him in 2024 (exceptions list named others).
Strategic implication for investors
- Simpkins’ profile (independent, audit financial expert, prior CFO) is a governance strength that partially offsets controlled-company risks and extensive Weichai transactions. Maintain focus on Audit Committee oversight quality, disclosure around Weichai dealings, and any shifts in director equity mix or meeting attendance trends.