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Powell Industries (POWL) awards 36,000 backloaded RSUs to CEO Brett Cope

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Powell Industries, Inc. approved a special one-time award of restricted stock units covering 36,000 shares of common stock for President, CEO and Chairman Brett A. Cope under its 2014 Equity Incentive Plan. The grant is designed to encourage his continued service after he becomes eligible for retirement at age 60.

The RSUs vest on a backloaded schedule, with 25% vesting on July 1, 2027, 25% on July 1, 2028, and the remaining 50% on July 1, 2029. If Mr. Cope retires before any vesting date, the unvested portion of this award will not vest or accelerate solely because of his retirement, differing from his other equity awards under his employment agreement.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Special RSU award size 36,000 shares Restricted stock units granted to CEO Brett A. Cope
First vesting tranche 25% Vests on July 1, 2027
Second vesting tranche 25% Vests on July 1, 2028
Final vesting tranche 50% Vests on July 1, 2029
restricted stock units financial
"approved a special one-time award (the “Award”) of restricted stock units (“RSUs”) with respect to 36,000 shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2014 Equity Incentive Plan financial
"for Brett A. Cope ... pursuant to the Company’s 2014 Equity Incentive Plan"
Compensation and Human Capital Committee financial
"the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors"
A compensation and human capital committee is a board-level group that sets and oversees executive pay, employee incentive plans, hiring and retention strategies, succession planning, and workplace policies. Think of it as the company’s talent and pay steering team — it shapes who gets hired or promoted, how employees are rewarded, and how workforce risks are managed. Investors care because those choices drive labor costs, company performance, leadership stability and reputation, all of which affect long-term value.
Executive Employment Agreement financial
"under the Executive Employment Agreement, dated as of October 1, 2016, between the Company and Mr. Cope"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
FALSE000008042000000804202026-07-012026-07-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): July 1, 2026
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware001-1248888-0106100
(State or other jurisdiction of
incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification Number)
8550 Mosley RoadHouston Texas77075-1180
(Address of principal executive offices)(Zip Code)
(713) 944-6900
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per sharePOWL Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2026, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Powell Industries, Inc. (NASDAQ: POWL) (the “Company”) approved a special one-time award (the “Award”) of restricted stock units (“RSUs”) with respect to 36,000 shares of the Company’s common stock, par value $0.01 per share, for Brett A. Cope, the Company’s President and Chief Executive Officer and Chairman of the Board, pursuant to the Company’s 2014 Equity Incentive Plan.

The Award, which was approved by the Board on July 2, 2026, is intended to incentivize Mr. Cope’s continued service to the Company beyond the date Mr. Cope reaches age 60, which is the date on or after which he is eligible to retire and, upon such a retirement, receive immediate vesting of his outstanding equity-based awards under the Executive Employment Agreement, dated as of October 1, 2016, between the Company and Mr. Cope (as may be amended from time to time, the “Employment Agreement”). In considering whether to approve the Award, the Committee considered the information presented to the Committee by its independent compensation consultant, which included a review of (a) compensation paid to Mr. Cope over the past ten years of his service with the Company and (b) special equity awards provided to executive officers of peer companies for retentive purposes.

The terms of the Award are substantially consistent with the terms of Mr. Cope’s outstanding time-based RSUs, except that (a) to incentivize Mr. Cope’s continued service beyond the date on which he is eligible to retire, rather than vesting in equal annual installments over three years, the vesting of the Award is backloaded, with 25% vesting on each of July 1, 2027 and July 1, 2028, and the remaining 50% vesting on July 1, 2029 (each, a “Vesting Date”), and (b) if Mr. Cope retires prior to a Vesting Date, then, notwithstanding anything to the contrary in the Employment Agreement or any other agreement between Mr. Cope and the Company, the unvested portion of the Award will not vest, accelerate or continue to vest solely as a result of such retirement.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
        
POWELL INDUSTRIES, INC.
Date: July 6, 2026
By:/s/ Michael W. Metcalf
Michael W. Metcalf
Executive Vice President
Chief Financial and Principal Accounting Officer
(Principal Financial and Principal Accounting Officer)




Source: View Original Filing on SEC EDGAR

FAQ

What equity award did Powell Industries (POWL) grant to its CEO Brett Cope?

Powell Industries granted Brett Cope a special one-time award of 36,000 restricted stock units. The award is issued under the company’s 2014 Equity Incentive Plan and is specifically structured to retain him beyond his first eligible retirement date.

How do the new RSUs for Powell Industries (POWL) CEO vest over time?

The 36,000 RSUs vest on a backloaded schedule: 25% on July 1, 2027, another 25% on July 1, 2028, and the remaining 50% on July 1, 2029. This structure encourages longer-term service before full vesting.

Why did Powell Industries (POWL) approve a special RSU award for Brett Cope?

The award is intended to incentivize Brett Cope to continue serving beyond age 60, when he becomes eligible to retire. It addresses retention by tying significant vesting to later dates rather than immediate retirement-based vesting under his existing employment agreement.

What happens to the special RSUs if the Powell Industries (POWL) CEO retires early?

If Brett Cope retires before any scheduled vesting date, the unvested portion of this special RSU award will not vest, accelerate, or continue vesting solely due to his retirement. This contrasts with other equity awards under his employment agreement.

Who reviewed and approved the special RSU grant at Powell Industries (POWL)?

The Compensation and Human Capital Committee of the Board reviewed the grant, including input from an independent compensation consultant. The full Board of Directors subsequently approved the special one-time RSU award for Brett Cope.

What factors did Powell Industries (POWL) consider before granting the CEO’s RSUs?

The committee considered information from an independent compensation consultant, including Brett Cope’s compensation over the past ten years and special retention equity awards provided to executive officers at peer companies. This review supported the decision to grant the one-time RSU award.

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