POWELL INDUSTRIES INC 8-K

What Happened
Powell Industries, Inc. (NASDAQ: POWL) announced that its Compensation and Human Capital Committee approved supplemental restricted stock unit (RSU) awards for Chairman/President/CEO Brett A. Cope and Executive VP/CFO Michael W. Metcalf on January 2, 2026, and the Board approved the awards on January 3, 2026. These supplemental awards, together with RSUs granted October 1, 2025, comprise the Fiscal 2026 Awards. The company increased target long‑term incentive values and will now calculate target unit counts by a fixed dollar amount rather than a multiple of base salary.

Key Details

• Target value of Fiscal 2026 Awards: $2,200,000 for Brett A. Cope (previously targeted at 170% of base salary; Cope’s base salary currently $750,000) and $600,000 for Michael W. Metcalf (previously 75% of base salary; Metcalf’s base salary $424,400).
• Award mix for Cope is 60% performance‑based RSUs and 40% time‑based RSUs (prior awards were 50/50); Metcalf’s Fiscal 2026 Awards remain 50% performance / 50% time.
• Performance RSUs are subject to a three‑year Revenue CAGR goal in addition to aggregate EBITDA percentage and weighted safety goals used in prior awards. Vesting terms otherwise align with prior awards.
• Committee’s decision was informed by a peer‑group comparison to increase target equity incentive opportunity.

Why It Matters
These changes increase the long‑term equity compensation for Powell’s CEO and CFO and tie a larger portion of pay to multi‑year performance metrics (Revenue CAGR, EBITDA, safety). For investors, that signals the board’s intent to retain and incentivize senior leadership and align pay with company performance. The awards may also affect future share‑based compensation expense and potential dilution as the RSUs vest.