SEC Form DEF 14A filed by Powell Industries Inc.

Notice is hereby given that the Annual Meeting of the Stockholders (the “Annual Meeting”) of Powell Industries, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, February 18, 2026, at 11:00 a.m., Houston time, for the following purposes:

The Annual Meeting will be a virtual meeting, conducted exclusively via audio webcast at www.virtualshareholdermeeting.com/POWL2026, where you will be able to listen to the meeting, submit questions and vote online. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person.

The stock transfer books will not be closed. Stockholders of record as of the close of business on January 2, 2026, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof, notwithstanding any transfer of stock on the books of the Company after such record date.

You are cordially invited to attend the Annual Meeting virtually. YOU ARE URGED TO REVIEW THE ENCLOSED PROXY MATERIALS AND THEN PROMPTLY VOTE BY INTERNET, TELEPHONE OR YOUR VOTING CARD AS SOON AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

The accompanying proxy is solicited by the Board of Directors (the “Board”) of Powell Industries, Inc., a Delaware corporation (the “Company” or “Powell”), for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held online via webcast at www.virtualshareholdermeeting.com/POWL2026 on Wednesday, February 18, 2026, at 11:00 a.m., Houston time, or at any adjournment or postponement thereof.

The purpose of the Annual Meeting is for the Company’s stockholders to consider and vote upon the proposals described in this Proxy Statement and any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.

This Proxy Statement, proxy card and the accompanying Notice of Annual Meeting and Annual Report for the fiscal year ended September 30, 2025 (the “Annual Report”), including consolidated financial statements, will be mailed to stockholders on or about January 6, 2026. The Board has fixed January 2, 2026, as the record date for determination of stockholders entitled to receive notice of and to vote at the Annual Meeting. As of January 2, 2026, there were 12,140,483 shares of the Company’s common stock, par value $.01 per share (“Common Stock”), issued and outstanding. Each holder of outstanding Common Stock will be entitled to one vote for each share held as of January 2, 2026 on each matter submitted to a vote at the meeting.

The Annual Meeting will be a virtual meeting, conducted exclusively via audio webcast at www.virtualshareholdermeeting.com/POWL2026, where you will be able to listen to the meeting, submit questions, and vote online. There will not be a physical location for the Annual Meeting, and you will not be able to attend the meeting in person. If you are a stockholder of record, you may virtually attend the Annual Meeting by logging in to www.virtualshareholdermeeting.com/POWL2026 using your 16-digit control number located on your Notice or proxy card. If you do not have a 16-digit control number, you may still attend the Annual Meeting as a guest in listen-only mode. We encourage stockholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting’s 11:00 a.m. Houston time start time. If you experience technical difficulties, please contact the technical support telephone number posted on the virtual meeting login page.

To the extent you ask questions, they must be confined to matters properly before the Annual Meeting and of general concern regarding the Company. If there are questions pertinent to matters properly before the Annual Meeting that cannot be answered during the meeting due to time constraints, we will post answers to a representative set of such questions at the “Investors” section at powellind.com. The questions and answers will be available as soon as practicable after the meeting and will remain available until we file our Proxy Statement for the 2027 Annual Meeting of Stockholders.

The presence, in person or represented by proxy, of the holders of a majority in voting power of the outstanding shares of the Company entitled to vote at the meeting is necessary to constitute a quorum for the transaction of business at the meeting. Participation in the virtual meeting will be deemed presence in person for purposes of determining a quorum. Shares that vote to abstain or withhold, and broker non-votes (described below), will be counted as present for purposes of determining a quorum.

Brokers, banks and other securities intermediaries holding shares of record for their customers generally are not entitled to vote on certain matters unless they receive voting instructions from their customers. In the absence of timely customer direction, the broker, bank or other agent is permitted to exercise voting discretion only with respect to “routine” matters to be acted upon, and is not permitted to exercise voting discretion with respect to “non-routine” matters. If a stockholder does not give timely customer direction to its broker, bank or other agent with respect to a “non-routine” matter, the shares represented thereby (“broker non-votes”) cannot be voted by the broker, bank or other agent. All of the proposals described in this Proxy Statement are considered “non-routine” matters, and therefore no broker non-votes are expected.

A plurality of the votes of the shares present or represented by proxy at a meeting at which quorum is present and entitled to vote is required for the election of directors. The persons receiving the greatest number of votes cast at the meeting to fill the directorships with terms to expire in 2029 will be elected as directors of the Company, class of 2029. Thus, withheld votes and broker non-votes will have no effect on the election of directors. The affirmative vote of the holders of a majority in voting power of shares present in person or represented by proxy and entitled to vote on the subject matter at a meeting at which quorum is present is required to approve Proposal No. 2, which is non-binding. Abstentions will have the effect of a vote against the proposal. Broker non-votes will have no effect on the outcome of this proposal. Although the advisory vote on executive compensation is non-binding, the Compensation and Human Capital Committee of the Board (the “Compensation and Human Capital Committee”) values the opinions of the Company’s stockholders, and will consider the outcome of the vote when making future executive compensation arrangements.

Whether or not you plan to attend the Annual Meeting, we urge you to vote by way of the Internet or telephone or by completing and returning any proxy card you received. If you submit a proxy but do not give voting instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of the Board stated in this Proxy Statement. The Board is not currently aware of any business to be acted on at the Annual Meeting other than the proposals described in this Proxy Statement. If, however, other matters are properly presented, the persons designated as proxies will have discretion to vote or to act on these matters according to their best judgment. In the event there is a proposal to adjourn or postpone the Annual Meeting, the persons designated as proxies will have discretion to vote on that proposal.

Any proxy given pursuant to this solicitation may be revoked by the person submitting such proxy at any time before its use by (1) delivering a written notice of revocation addressed to the Secretary of the Company, (2) voting again by Internet or telephone, (3) completing and returning a proxy card bearing a later date or (4) voting during the live webcast for the Annual Meeting. Your last vote or proxy will be the vote or proxy that is counted. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote or specifically so request.

In addition to the solicitation of proxies by use of this Proxy Statement, directors, officers and employees of the Company may solicit the return of proxies by mail, personal interview, telephone, or the Internet. Officers and employees of the Company will not receive additional compensation for their solicitation efforts, but they will be reimbursed for any out-of-pocket expenses incurred. Brokerage houses and other custodians, nominees and fiduciaries will be requested, in connection with the stock registered in their names, to forward solicitation materials to the beneficial owners of such stock.

All costs of preparing, printing, assembling, and mailing the Notice of Annual Meeting of Stockholders, this Proxy Statement, the enclosed form of proxy and any additional materials, as well as the cost of forwarding solicitation materials to the beneficial owners of stock and all other costs of solicitation, will be borne by the Company.

The Company has adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery will receive only one copy of the Notice or proxy materials, unless contrary instructions have been received from one or more of these stockholders. This procedure reduces the Company’s printing costs and postage fees.

Stockholders who participate in householding and receive full sets of the proxy materials will continue to receive separate proxy cards. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice or multiple sets of proxy materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Notice or the proxy materials for your household, please contact the Company’s transfer agent Equiniti Trust Company, LLC at 28 Liberty Street, Floor 53, New York, NY 10005 or the Company by mail at 8550 Mosley Road, Houston, Texas 77075, or by telephone at (713)947-4422.

If you participate in householding and wish to receive a separate copy of the Notice or the proxy materials, or if you do not wish to participate in householding and prefer to receive separate copies of future Notices or sets of proxy materials, please contact the Company’s transfer agent Equiniti Trust Company, LLC as indicated above. A separate copy of the Notice or the proxy materials will be delivered promptly upon request.

Beneficial owners of shares held in street name can request information about householding from their bank, broker, or other holders of record.

The terms of Alaina K. Brooks and Katheryn B. Curtis are scheduled to expire at the Annual Meeting or until their successors are duly elected and qualified under the Company’s bylaws. The terms of the remaining directors continue after the Annual Meeting. The Nominating and Governance Committee has nominated Alaina K. Brooks and Katheryn B. Curtis for election as directors with terms scheduled to expire in fiscal year 2029 or until their successors are duly elected and qualified. Ms. Brooks and Ms. Curtis currently serve as directors of the Company.

Although the Board does not contemplate that any nominee will be unable or unwilling to serve, if such a situation arises prior to the Annual Meeting, and the Board does not elect to reduce the size of the Board, the persons named in the enclosed form of proxy will have the authority to vote shares represented thereby for a substitute candidate nominated by the Board.

The Board recommends that the stockholders vote FOR the election of each of the nominees.

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 14A of the Securities Exchange Act of 1934, as amended (“the Exchange Act”) and the preference for annual non-binding advisory votes on executive compensation expressed by the Company’s stockholders at the 2023 Annual Meeting of Stockholders, the Board is providing the stockholders with the opportunity to endorse or not endorse the Company’s executive compensation (commonly known as “say-on-pay”) through consideration of the following non-binding advisory resolution:

“Resolved, that the stockholders approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “SEC”), including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement.”

Because your vote is advisory, it will not be binding on the Board. However, the Compensation and Human Capital Committee will consider the outcome of the vote when making decisions regarding future executive compensation arrangements.

The Board recommends a vote FOR the advisory approval of the Company’s executive compensation.

The Board currently consists of nine directors, divided among three classes. The directors whose terms will expire at the Annual Meeting are Alaina K. Brooks, Christopher E. Cragg and Katheryn B. Curtis. The Nominating and Governance Committee has nominated Alaina K. Brooks and Katheryn B. Curtis for election as directors with terms scheduled to expire in fiscal year 2029 or thereafter when their successors are duly elected and qualified. Christopher E. Cragg will not stand for re-election to the Board at the Annual Meeting because of term limits. Immediately following the end of Mr. Cragg’s term, the size of the Board will be reduced to eight directors. Following Mr. Cragg’s departure, more than one-third of the directors have been appointed in the last three years and 75% have been appointed in the last five years. These appointments have added significant experience and skills in mergers and acquisitions, legal and regulation compliance, enterprise risk management and corporate governance.

The following table sets forth for each nominee and for each director whose term of office continues after the Annual Meeting, his or her name, age as of the date of the Annual Meeting, offices held with the Company, the date he or she first became a director, and the date of expiration of his or her current term as director.

The following biographies provide information on the principal occupation of each of the nominees and directors whose terms of office continue after the Annual Meeting and also describe the skills, qualifications and experience of each of the nominees and directors. None of the corporations listed (other than the Company) is an affiliate of the Company.

Alaina K. Brooks joined Powell’s Board in 2023 and currently serves on the Audit Committee and Nominating and Governance Committee. Ms. Brooks has served as the Chief Legal Officer at S&S Activewear since 2023. From 2018 to 2023, Ms. Brooks served as Executive Vice President, Chief Legal and Administrative Officer and Secretary for EnLink Midstream, LLC after holding a number of General Counsel roles with EnLink Midstream LLC between 2008 and 2018. Before joining EnLink Midstream LLC, she served as an attorney at Weil, Gotshal & Manges LLP since 2003 focusing on complex commercial litigation, and in 2000 served with Baker Botts L.L.P. where she specialized in tax litigation and employment benefits. Ms. Brooks is a Certified Public Accountant in Oklahoma. Ms. Brooks received her BS and MS in Accounting from Oklahoma State University and a JD from Duke University School of Law. Ms. Brooks brings the following experiences to Powell: Business and industry leadership serving as an executive officer in a publicly held energy company, with significant experience in mergers and acquisitions, corporate finance, corporate governance, legal and regulation compliance, enterprise risk management and sustainability.

Brett A. Cope joined Powell in 2011 assuming the role of the Vice President of Sales and Marketing. He was later promoted to the Chief Operating Officer in 2015 and then President and Chief Executive Officer effective October 2016. In 2019, Mr. Cope was elected as the Chairman of the Board of Directors and currently holds such position. Prior to joining Powell, Mr. Cope served as Group Vice President for ABB Ltd., responsible for the strategic development and execution of global business initiatives for ABB’s activities with ExxonMobil Corporation. Mr. Cope joined ABB in 1990, where he spent 20 years in various roles within Engineering, Project operations and Sales management. Mr. Cope holds a BS in Applied Science from Miami University in Oxford, Ohio. Mr. Cope brings the following experiences to Powell: Extensive global leadership skills, as well as industry and domain product knowledge.

Katheryn B. Curtis joined Powell’s Board in 2020 and currently serves as a member of the Compensation and Human Capital Committee and the Nominating and Governance Committee. Ms. Curtis retired as the Senior Vice President, Generation, for Dominion Energy Virginia in 2022, a position she held since 2014. Prior to this role, she served as Vice President Retail Operations and Vice President Merchant Operations, both for Dominion Energy. Ms. Curtis is a trustee on the Board of the Virginia Holocaust Museum and also serves on the Executive Committee at UVA Wise College. She received her BA from the University of Virginia and her MBA from Virginia Commonwealth University. Ms. Curtis brings the following experiences to Powell: Business leadership as an executive leader of a major investor-owned utility, extensive leadership roles in the operation of power generation stations across the United States, renewable energy development and operations of domestic onshore and offshore wind and solar facilities, expertise in human resources, information technology, and new asset acquisition and integration.

James W. McGill joined Powell’s Board in 2018 and currently serves as the Chair of the Compensation and Human Capital Committee and as a member of the Audit Committee. Mr. McGill spent 40 years with Eaton Corporation PLC where he retired as the President of the Electrical Sector - Americas. His other roles included President Eaton Asia Pacific, Executive Vice President, Human Resources and Vice President Eaton Business System for Eaton Corporation. He currently serves on the Board of Badger Meter, Inc. (BMI: US). Mr. McGill received a BA Chemistry from Miami University. Mr. McGill brings the following experiences to Powell: Executive Officer of a public company, extensive experience across a wide range of electrical markets both domestically and internationally, and significant experience in operations, human resources, quality, and supply chain management.

Mohit Singh joined Powell’s Board in 2024 and currently serves as a member of the Audit Committee and the Compensation and Human Capital Committee. Most recently, Mr. Singh served as the Executive Vice President and Chief Financial Officer for Expand Energy Corporation, having previously held the same position at Chesapeake Energy Corporation. Prior, Mr. Singh served on the executive leadership team at BPX Energy, the United States onshore subsidiary of BP, for six years. He most recently led the M&A, corporate land and reserves functions, having previously served as Head of Business Development and Exploration and as Senior Vice President – North Business Unit. Prior to joining BPX, Mr. Singh worked as an investment banker focused on oil and gas transactions for Goldman Sachs from 2008 to 2013 and RBC Capital Markets from 2013 to 2014. He began his career at Shell Exploration & Production Company where he held business planning, reservoir engineering and research engineering roles. Mr. Singh received a BTech in Chemical Engineering from the Indian Institute of Technology - Kanpur and a PhD in Chemical Engineering from the University of Houston. Mr. Singh also holds an MBA from the University of Texas at Austin. Mr. Singh brings the following experiences to Powell: Business and industry leadership serving as an executive officer in a publicly held oil and gas company, significant experience in mergers and acquisitions and expertise in financial and SEC rules.

Mark W. Smith joined Powell’s Board in 2025 and currently serves as a member of the Audit Committee. Mr. Smith retired as the Chief Financial Officer of Helmerich and Payne in 2024, a position that he held since 2018. Prior to this role, Mr. Smith held a variety of roles with Atwood Oceanics, serving as the Chief Financial Officer, Chief Accounting Officer and Vice President of Corporate Services from 2009 through 2017. Before joining Atwood Oceanics, he held a variety of positions with Arthur Anderson and PricewaterhouseCoopers. He currently serves on the board of Forum Energy Technologies, Inc (FET:US), a provider of oil field services products and solutions. Mr. Smith holds an MBA and BBA from Baylor University and is a registered CPA with the State of Texas. Mr. Smith brings Powell the following experiences: Business leadership as an Executive Officer for a public company in the oil & gas industry, expertise leading large finance and accounting organizations and knowledge in financial and SEC rules.

John G. Stacey joined Powell’s Board in 2022 and currently serves as a member of the Compensation and Human Capital Committee and is the Presiding Director. Since 2008, Mr. Stacey has served as the Executive Vice President and Chief Human Resource Officer at Harman International Industries, a subsidiary of Samsung Electronics. Prior to joining Harman, Mr. Stacey held a variety of human resource roles with Labbatt Brewing Company and Anheuser-Busch Inbev SA/NV from 1990 through 2008, most recently serving as Vice President People, Inbev North America. He currently serves on the Board of Gentherm Incorporated (THRM:US), a global developer of thermal management technologies for the automotive industry. He is also a member of the Board of Koki Holding Company, a Japan-based power and air tool manufacturer across multiple brands. Mr. Stacey received a Bachelor of Commerce with specialization in Human Resources and Industrial Relations from Memorial University of Newfoundland. Mr. Stacey brings the following experiences to Powell: Business and HR leadership experience across multinational environments, mergers and acquisitions and integration background and significant organizational and strategic planning experience.

Richard E. Williams joined Powell’s Board in 2016 and currently serves as the Chair of the Nominating and Governance Committee. He is also a member of the Audit Committee. Mr. Williams retired from Royal Dutch Shell

after 36 years, spending 28 years in Shell Pipe Line Corporation, with various business and operations leadership roles and was the President of Shell Wind Energy from 2008 to 2013. His last assignment involved defining Shell’s initial Energy Transition framework for the Americas. Mr. Williams was Chairman of the Board for Houston Technology Center, the interim CEO of Houston Exponential, and is currently the President of CDM Partners, LLC. He obtained his BSEE from Penn State University and is a registered Professional Engineer in Texas. Mr. Williams brings the following experiences to Powell: Business Leadership for a leading alternative energy company, technical experience as a Professional Engineer, and extensive knowledge of the oil and gas and pipeline industries.

As of the date of this Proxy Statement, the Board is comprised of eight members, divided into three classes.

The Board is comprised of a majority of independent directors. The Board has determined that, as of the date of this Proxy Statement, Ms. Alaina K. Brooks, Ms. Katheryn B. Curtis and Messrs. Christopher E. Cragg, James W. McGill, Mohit Singh, Mark W. Smith, John G. Stacey, and Richard E. Williams are “Independent Directors” as such term is defined by the Listing Rules of The Nasdaq Stock Market LLC (“Nasdaq”) as well as applicable rules and regulations adopted by the SEC. The Board based its determinations of independence primarily on a review of the responses the directors provided to questions regarding employment and compensation history, affiliations and family and other relationships.

Five meetings of the Board were held during the fiscal year ended September 30, 2025. No incumbent director attended fewer than seventy-five percent (75%) of the aggregate of (1) the total number of meetings of the Board and (2) the total number of meetings held by all Committees of the Board during the period that such director served on such Committees.

It is the Company’s policy that directors attend the Annual Meeting of Stockholders. At the Annual Meeting of Stockholders on February 19, 2025, all of the Company’s Directors at that date were present. Stockholders may communicate with Directors of the Company by writing to them at the Company’s headquarters. Communications addressed to the Board will be reviewed by the Secretary of the Company and directed to the members of the Board for their consideration.

The Board has a standing Audit Committee, Compensation and Human Capital Committee and Nominating and Governance Committee. The Board may also establish other committees from time to time as necessary to facilitate the management of the business and affairs of the Company and to comply with the corporate governance rules of Nasdaq. Each of the committees has a written charter approved by the Board; and each committee reviews their respective charter annually.

The Audit Committee assists the Board in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of the Company and all subsidiaries and the sufficiency of the audits of all Company activities. It is the Board’s agent in ensuring the integrity of financial reports of the Company and its subsidiaries, and the adequacy of disclosures to stockholders. The Audit Committee is the focal point for communication among other directors, the Company’s independent registered public accounting firm, internal audit and management as their duties relate to financial accounting, reporting and controls, in addition to conducting an annual review of the Company’s metrics related to cybersecurity risks and incidents. The Audit Committee Charter does not expressly permit the Audit Committee to delegate its authority. The Audit Committee held five meetings during Fiscal 2025 and all meetings of the Audit Committee were separate and apart from meetings of the full Board.

Ms. Alaina Brooks and Messrs. Christopher E. Cragg, James W. McGill, Mohit Singh, Mark W. Smith and Richard E. Williams serve as members of our Audit Committee. The Board has determined that each of Messrs. Christopher E. Cragg, Mohit Singh and Mark W. Smith all qualify as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Exchange Act, and that each member of the Audit Committee is an independent director. A copy of the Audit Committee Charter is available on the Company’s website, powellind.com, under the section entitled “Investors.” The Audit Committee has been structured to comply with the requirements of Section 3(a)(58)(A) of the Exchange Act. Information contained on any website referenced in this Proxy Statement is not incorporated by reference into this Proxy Statement.

The Compensation and Human Capital Committee assists the Board in fulfilling its duties for the development and administration of the Company’s executive compensation program and all subcomponent plans under which officers or directors are eligible to participate. The Compensation and Human Capital Committee is responsible for establishing and evaluating the Company’s compensation program for senior management and officers. The Compensation and Human Capital Committee is responsible for determining compensation paid to the executive officers and for reviewing and recommending director compensation to the Board.

The Compensation and Human Capital Committee also strives to make the Company’s compensation competitive by comparing the Company’s practices and compensation levels against the results of surveys of related-industry companies. The Compensation and Human Capital Committee has the authority to directly engage independent consultants and periodically utilizes consultants to provide advice and recommendations regarding executive compensation. The Compensation and Human Capital Committee has the flexibility to exercise its independent judgment when establishing compensation policies, especially when rewarding individual performance. The Compensation and Human Capital Committee Charter does not expressly permit the Compensation and Human Capital Committee to delegate its authority.

Ms. Katheryn B. Curtis and Messrs. Christopher E. Cragg, James W. McGill, Mohit Singh and John G. Stacey serve as members of our Compensation and Human Capital Committee. The Board has determined that each member of the Compensation and Human Capital Committee is an independent director. The Compensation and Human Capital Committee held four meetings during Fiscal 2025. A copy of the Compensation and Human Capital Committee Charter is available on the Company’s website, powellind.com, under the section entitled “Investors.”

The Nominating and Governance Committee is responsible for selecting director nominees for election by the stockholders to fill directorships with expiring terms and for appointing new members to the Board to fill unexpired terms of directorships vacated during the terms or new directorships created by any increase in the size of the Board. Annually, the Nominating and Governance Committee is also responsible for establishing director qualifications and the selection criteria for new directors. The Nominating and Governance Committee recommends to the Board a slate of directors to serve on each standing committee of the Board and recommends one member of each standing committee to serve as chairman of the committee. The Nominating and Governance Committee is also responsible for reviewing and monitoring the adherence to the Corporate Governance Guidelines adopted by the Board. Additionally, the Nominating and Governance Committee is responsible for reviewing the Company’s policies and initiatives with respect to environmental, social and governance matters, as well as the Annual Corporate Responsibility Report published by the Company.

Ms. Alaina K. Brooks, Ms. Katheryn B. Curtis and Mr. Richard E. Williams serve as members of our Nominating and Governance Committee. The Board has determined that each member of the Nominating and Governance Committee is an independent director. During Fiscal 2025, the Nominating and Governance Committee held five meetings. In December 2025, the Nominating and Governance Committee met and discussed the current director candidates, and recommended to the Board the election of the two candidates nominated above. A copy of the Nominating and Governance Committee Charter is available on the Company’s website, powellind.com, under the section entitled “Investors.”

The Company uses a combination of cash and equity-based compensation in the form of restricted stock to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board. Only directors who are not employees of the Company or any of its subsidiaries or affiliates are entitled to receive a fee or reimbursement of out-of-pocket expenses for their services as directors.

For Fiscal 2025, compensation for non-employee directors was comprised of the following components:

In addition to the above, the Company reimburses expenses related to attendance at meetings of directors.

The Company has stock ownership guidelines for its non-employee directors. Under these guidelines, each non-employee director is required to own and hold a minimum of vested or unvested shares of the Company equal to $195,000. Each non-employee director has four years to comply with the stock ownership guidelines and all non-employee directors are in compliance with the stock ownership guidelines. Mr. Mark W. Smith has not yet reached the ownership target due to his tenure.

The stockholders voted in 2014 to approve the Company’s 2014 Non-Employee Director Equity Incentive Plan (as amended, the “Director Plan”) and approved an amendment to the plan in 2022 to increase to 350,000 shares the total number of shares of Common Stock available for issuance under the Director Plan. The total number of shares of Common Stock that currently remain available for issuance under the Director Plan is 174,850 shares. The plan is administered by the Compensation and Human Capital Committee. Eligibility to participate in the plan is limited to those individuals who are members of the Board of the Company and who are not employees of the Company or any affiliate of the Company.

Under the terms of the Director Plan, the maximum number of shares subject to stock options and stock appreciation rights that may be granted during any calendar year to any individual under the Director Plan is 12,000 shares. The total number of shares that may be issued for awards to any single participant during a calendar year for other stock-based awards (excluding stock options and SARs) is 4,000 shares. In Fiscal 2024, the Compensation and Human Capital Committee revised the non-employee directors’ annual restricted stock compensation from a fixed-shares arrangement to a fixed-value arrangement. Each non-employee director will receive restricted shares of the Company’s Common Stock valued at $100,000 annually.

The table below summarizes the compensation paid by the Company to non-employee directors for Fiscal 2025.

The Company has established Corporate Governance Guidelines, which may be found on the Governance & Leadership page of the Company’s website, powellind.com. The Corporate Governance Guidelines include the definition of independence used by the Company to determine whether its directors and nominees for directors are independent, which are the same qualifications prescribed under the Marketplace Rules of Nasdaq. Pursuant to the Company’s Corporate Governance Guidelines, the Company’s non-management directors are required to meet in separate sessions without management on a regularly scheduled basis four times a year. Generally, these meetings occur as an executive session without the management director in attendance in conjunction with regularly scheduled meetings of the Board throughout the year. From time to time during executive sessions, the independent directors meet with individual members of senior management. Because the Chairman of the Board is a member of management, the separate non-management sessions are presided over by an independent director elected by a majority of the non-management directors.

The Chairman of the Board is elected by the Board on an annual basis; the Company does not have a policy requiring the separation of the offices of Chairman and Chief Executive Officer. The Board believes that it should retain flexibility to determine the leadership structure of the Company from time to time based on the best interests of the Company and our stockholders. Mr. Cope was appointed as Chairman on September 16, 2019. The Board has determined that the current structure, with a combined CEO and Chairman of the Board, is in the best interests of the Company and its stockholders. The combined role of CEO and Chairman focuses the Company’s efforts and provides an effective balance between management of the Company and director participation in our board process and allows management to focus on execution of our strategic and business plans. In the Board’s opinion, Mr. Cope’s experience and leadership at the Company, as well as his more than 30 years of industry experience, makes him uniquely qualified for these combined roles.

In addition, the Board appointed Mr. Stacey as Presiding Director of the Board effective February 19, 2025 for a two year term. The Presiding Director’s roles and responsibilities include, among other things, serving as a liaison and supplemental channel of communication between other members of the Board and the Chairman; presiding at executive sessions or other meetings of the Board in the absence of, or upon the request of, the Chairman; and performing such other duties as the Board may delegate from time to time.

The Board utilizes the Company’s risk management process to assist in fulfilling its oversight of the Company’s risks. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental aspect of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board in approving the Company’s business plans as promoted by management is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board assist the Board in fulfilling its oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on financial risk exposures, including internal controls, and discusses with management and the Company’s independent auditor the Company’s policies with respect to risk assessment and risk management. The Audit Committee also assists the Board in fulfilling its duties and oversight responsibilities relating to the Company’s compliance with applicable laws and regulations, cybersecurity risks, threat landscape, and overall program status, and with conflict-of-interest issues that may arise. The Compensation and Human Capital Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. At least annually, the Nominating and Governance Committee considers risks related to corporate governance.

The Compensation and Human Capital Committee conducts an annual risk assessment to determine whether the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company. This risk assessment process for Fiscal 2025 included a review of program policies and practices, program analysis to identify risk and risk control related to the programs and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk control, and the support of the programs and their risks to company strategy. Although the Compensation and Human Capital Committee reviewed all compensation programs, it focused on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout.

The Compensation and Human Capital Committee took the following risk considerations into account in developing the incentive plans:

Further to emphasize the alignment of our named executive officers’ interest with the interests of our stockholders, the Company has adopted the following policies and programs:

The above policies and procedures are designed to, among others, mitigate risk that any of our compensation policies or practices are reasonably likely to have a material adverse effect on the Company.

We believe that our incentive compensation programs provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls and the risk-management practices of the Company; and are supported by the oversight and administration of the Compensation and Human Capital Committee with regard to executive compensation programs. Based on the foregoing, the Compensation and Human Capital Committee determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

The Company reviews any transaction exceeding $120,000 in which the Company or a subsidiary of the Company is to be a participant and in which any of our directors, executive officers or any of their immediate family members or any nominee for director or a holder of more than 5% of any class of our voting securities will have a direct or indirect material interest. The Company’s Code of Business Conduct and Ethics requires disclosure by employees and directors of any situation that involves, or may reasonably be inferred to involve, a conflict between an employee’s or director’s personal interests and the interests of the Company. The Company’s practice when such matters have been disclosed has been to refer the matter for consideration and final determination by the Audit Committee or the independent directors of the Board, or both, who then consider the fairness of the transaction to the Company, as well as other factors bearing upon its appropriateness. In all such matters, any director having a conflicting interest abstains from voting on the matters.

The Company has adopted a Code of Business Conduct and Ethics that applies to all employees, including its executive officers and directors. A copy of the Company’s Code of Business Conduct and Ethics may be obtained at the Governance & Leadership page of the Company’s website, powellind.com, or by written request addressed to the Secretary, Powell Industries, Inc., 8550 Mosley Road, Houston, Texas 77075. The Company intends to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of its Code of Business Conduct and Ethics that apply to the Chief Executive Officer and Chief Financial Officer by posting such information on the Company’s website.

We have adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s securities by directors, officers, employees and consultants of the Company and its subsidiaries, as well as certain other persons (collectively, “covered persons”), which is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. Among other things, our insider trading policy (a) prohibits covered persons from (i) trading in the Company’s securities while in possession of material, non-public information relating to the Company except under pre-approved 10b5-1 trading plans and (ii) misusing such information, such as by “tipping” or making unauthorized disclosure and (b) specifies (i) our open quarterly trading windows (and who is subject to such windows), (ii) our pre-clearance procedures (and who is subject to such procedures) and (iii) requirements regarding pre-approved trading plans that meet the requirements of Rule 10b5-1 under the Exchange Act. Our insider trading policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed with the SEC on November 19, 2025.

We have adopted policies that prohibit members of our Board and our officers and employees from purchasing instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in market value of our equity securities. See, also, Executive Compensation—Executive Hedging and Pledging Policy.

The Board, comprised of a majority of independent directors, has unanimously approved a process for stockholders, or other interested persons, to communicate with the Board. This process is located on the Governance & Leadership page of the Company’s website, powellind.com. The relevant document is titled “Corporate Governance Guidelines” and can be found under Section XI. Communication with Independent Directors.

In addition, stockholders, or other interested persons, wishing to communicate with the Board for anonymous complaints about accounting, internal accounting control and auditing issues may call the Company’s toll-free governance hotline at 1-877-217-4661. The Audit Committee monitors these calls. All calls are documented, and those reports that are deemed to be substantive will be passed on to the Board. Stockholders, or other interested persons, calling the hotline should provide a sufficiently detailed description of the nature of the matter that the person wishes to communicate with the Board, as well as a name, telephone number, email address, or other contact information so that the Company can either respond to the communication or obtain additional information about the matter.

The Nominating and Governance Committee will consider written recommendations from a stockholder for nominees for director if the stockholder complies with the requirements contained in the Company’s bylaws. Any such nominations must be submitted to the Nominating and Governance Committee c/o the Secretary, Powell Industries, Inc., 8550 Mosley Road, Houston, TX 77075, and must be accompanied by the information required by Article 2 of the Company’s bylaws.

The written recommendation must be submitted in the time frame required by the Company’s bylaws, as described under the caption “Stockholder Proposals” below.

Nominees for director are selected on the basis of a number of qualifications including their independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community and ability to foster a diversity of backgrounds, and views and to complement the Board’s existing strengths. The Nominating and Governance Committee initiates the process for identifying and evaluating nominees to the Board by preparing a slate of candidates who meet the criteria for selection as a nominee and have specific qualities or skills being sought based on input from members of the Board. When formulating its recommendations for potential Board nominees, the Nominating and Governance Committee seeks and considers advice and recommendations from management and other members of the Board and may seek or consider advice and recommendations from consultants, outside counsel, accountants, or other advisors as the Nominating and Governance Committee or the Board may deem appropriate.

The Nominating and Governance Committee evaluates the candidates by reviewing their biographical information and qualifications, with qualified nominees being interviewed by at least one member of the Nominating and Governance Committee. Members of the Board also have an opportunity to interview qualified nominees. The Nominating and Governance Committee then determines, based on the background information and the information obtained in the interviews, whether to recommend to the Board that a nominee be nominated to fill a directorship with an expiring term. Candidates recommended by the Nominating and Governance Committee to fill a directorship with an expiring term are presented to the Board for selection as nominees to be presented for the approval of the stockholders. The Nominating and Governance Committee anticipates that a similar process will be used to evaluate nominees recommended by stockholders, but has not previously received a stockholder recommendation for a nominee for director. The Nominating and Governance Committee is responsible for appointing new members to the Board to fill the unexpired term of a directorship vacated during the term or new directorships created by any increase in the size of the Board.

Board membership criteria, which are disclosed in the Company’s Corporate Governance Guidelines on the Governance & Leadership page of the Company’s website, powellind.com, are determined by the Nominating and Governance Committee. The Board is responsible for periodically determining the appropriate skills, perspectives, experiences and characteristics required of Board candidates, taking into account the Company’s needs and current makeup of the Board.

This assessment should include appropriate knowledge, experience and skills in areas deemed critical to understanding the Company and its business, the candidate’s commitments to the boards of other companies, and personal characteristics, such as integrity and judgment. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as a director and that he or she devotes the time necessary to discharge his or her duties as a director. It is the Board’s opinion that the qualification guidelines included in the Company’s Corporate Governance Guidelines are currently appropriate, but it may change these guidelines as the Company’s and Board’s needs warrant. The Board established the age of 75 as the age after which an independent director will not stand for reelection at the end of such director’s then current term (the “Director Age Policy”) and has established five as the maximum number of consecutive terms a director may serve.

The criteria for selection of members to serve on our Board ensures that the Nominating and Governance Committee selects director nominees taking into consideration that the Board will benefit from having directors that represent a diversity of experience and backgrounds. Director nominees are selected so that the Board represents a diversity of experience in areas needed to foster the Company’s business success, including experience in the electrical equipment and energy industries, engineering, manufacturing, finance, consulting, international affairs, public service,

governance and regulatory compliance. Each year the Board and each committee participates in a self-assessment or evaluation of the effectiveness of the Board and its committees as a group. These evaluations assess the diversity of talents, expertise, and occupational and personal backgrounds of the Board members.

When identifying director nominees, the Nominating and Governance Committee will consider the following:

The Nominating and Governance Committee and the Board believe the above mentioned attributes, along with the aforementioned leadership skills and other experience of its Board members and nominees under the heading, “Board of Directors” above, provide the Company with the perspectives and judgment necessary to guide the Company’s strategies and monitor their execution.

Our Board of Directors, together with management, is committed to creating long-term value for our customers, employees, suppliers, investors and the communities where we operate through sustainable business practices. In 2020, the Company published our inaugural Corporate Responsibility Report to further communicate our commitment towards a more sustainable future through ongoing internal initiatives. The Company’s Corporate Responsibility Report is prepared in accordance with the Sustainability Accounting Standards Board (SASB) for Electrical and Electronic Equipment.

The focus areas in our 2025 Corporate Responsibility Report include, but are not limited to the following:

Additional information regarding these topics are available in our 2025 Corporate Responsibility Report, located on our website under “About – Community Involvement” at powellind.com.

The Nominating and Governance Committee, upon its own recommendation and approval of the independent members of the Board, recommended that the Board nominate Ms. Alaina K. Brooks and Ms. Katheryn B. Curtis for election as directors, subject to stockholder approval, for a three-year term ending at the annual stockholder meeting in 2029 or until their successors are duly elected and qualified, and has otherwise satisfied its responsibilities under its charter.

The Nominating and Governance Committee of the Board,

The following table sets forth, as of December 19, 2025 (unless otherwise indicated below), the beneficial ownership of our Common Stock by each stockholder known to us to be the beneficial owner of more than five percent (5%) of the Company’s outstanding Common Stock, each director and nominee for director, each of the named executive officers and all executive officers and directors as a group. As of December 19, 2025, there were 12,140,483 shares of Common Stock issued and outstanding. Unless otherwise indicated, the address for all current executive officers and directors is c/o Powell Industries, Inc., 8550 Mosley Road, Houston, Texas 77075.

The following table provides information regarding each executive officer of the Company who is not also a director or a nominee for director. The officers of the Company serve at the discretion of the Board of the Company.

This compensation discussion and analysis describes the design and purpose of our compensation programs applicable to our officers listed in the Summary Compensation Table. We refer to these officers as our Named Executive Officers (“NEOs”). For Fiscal 2025, they include Mr. Brett A. Cope, President, Chief Executive Officer and Chairman of the Board, Mr. Michael W. Metcalf, Executive Vice President and Chief Financial and Principal Accounting Officer, Mr. Robert B. Callahan, former Vice President and Chief Human Resource Officer and Chief Information Officer, and Mr. Davide Tuninetti, current Vice President and Chief Human Resource Officer. The Compensation and Human Capital Committee of the Board has responsibility for establishing, implementing and continually monitoring adherence to the Company’s compensation philosophy.

Our executive compensation program covering our NEOs is designed to attract and retain critical executive talent, to motivate behaviors that align with stockholders’ interests and to pay for performance. The majority of our NEOs’ pay is variable and contingent on performance.

For Fiscal 2025, the Company has structured its compensation programs so that the annual cash incentive program is 100% performance-based and 50% of annual grants of equity vest based on targets established by the Compensation and Human Capital Committee. The Company has adopted a peer group comprising companies that operate primarily in Powell’s industry and are of reasonably comparable size. To ensure pay is competitive with market practices, we conduct periodic studies that, in conjunction with individual performance assessments, are used to assist in determining the total target direct compensation of our NEOs.

It is the judgment of the Compensation and Human Capital Committee that the judicious use of relevant market surveys and the structuring of performance-based compensation communicate the Company’s commitment to reasonable compensation opportunities for the Company’s executive officers that are consistent with returns realized by stockholders. Further, to emphasize the alignment of our NEOs’ interests with the interests of our stockholders, the Company has adopted the following policies and programs:

Finally, the Compensation and Human Capital Committee took the following considerations into account in developing the incentive plans:

Although target incentive opportunities are set by reference to market data, the incentive plan terms provide for actual payouts to be based upon actual performance results. For Fiscal 2025, short-term incentives were paid at above target levels for the NEOs as performance results exceeded the Company’s established goal. For Fiscal 2025, long-term equity incentives were also awarded as the Company’s performance results exceeded the threshold target over the three year period ended September 30, 2025 as established by the Board of Directors.

The Compensation and Human Capital Committee works to ensure that the total compensation paid to the Company’s executive team is fair, reasonable and competitive.

The Compensation and Human Capital Committee’s philosophy regarding the executive compensation program for our NEOs has been to provide compensation structured to maximize shareholder value by aligning the short-term and long-term interests of our executive officers with those of our investors. Our programs are intended to:

The compensation offered by the Company to its officers is intended to be competitive within the markets in which we compete for executive talent. The Compensation and Human Capital Committee considers market reference points developed from peer company data and surveys and uses this information to assure that compensation programs are sufficient to attract and retain executive talent.

Compensation programs are designed so that a significant portion of executive pay opportunities are “at risk,” meaning that the ultimate compensation realized by our NEOs is tied to the Company’s financial and equity performance. In structuring incentive pay, the Compensation and Human Capital Committee is mindful that incentive programs should be reflective of the market conditions in which the Company operates while not encouraging excessive risk taking. Accordingly, the Compensation and Human Capital Committee structures programs that are designed to balance short-term results and long-term, multi-year outcomes.

The response from the Company’s stockholders at the annual meeting held in 2025 in regard to the advisory vote relating to compensation paid to executives was positive. Nevertheless, the Compensation and Human Capital Committee will, as a matter of practice, continually review the effectiveness and appropriateness of compensation practices and make adjustments based on internal considerations and external input as required and has responded as described in the “Overview” above.

The Compensation and Human Capital Committee is comprised of Ms. Curtis and Messrs. Cragg, McGill, Singh and Stacey. Mr. McGill serves as the Compensation and Human Capital Committee’s Chairman. Each member of the Compensation and Human Capital Committee is considered to be (1) “independent” under the currently applicable listing standards of Nasdaq; (2) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act; and (3) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation and Human Capital Committee operates under a written charter adopted by the Board.

The Compensation and Human Capital Committee reviews and approves all compensation elements for the NEOs, including the Chief Executive Officer (“CEO”). In fulfilling its duties, the Compensation and Human Capital Committee considers information and recommendations from the CEO and may, under its charter, engage the services of an independent compensation consultant.

The Compensation and Human Capital Committee has, from time to time, engaged the services of independent consultants. Prior to entering into such engagements, the Compensation and Human Capital Committee determined that the consultant(s) met the independence criteria under guidelines adopted by Nasdaq in regards to compensation committee advisor independence and (ii) the consultant’s work did not raise any conflicts of interest. Under the scope of past engagements, these consultant(s) have advised the Compensation and Human Capital Committee on market compensation levels and incentive plan matters. No such services were provided in Fiscal 2025.

The Compensation and Human Capital Committee works with the Company’s CEO to establish an agenda for each meeting of the Compensation and Human Capital Committee and to prepare meeting materials. The Compensation and Human Capital Committee on occasion meets with the Company’s CEO and other executives to obtain recommendations with respect to the Company’s compensation programs and practices. Although management makes recommendations to the Compensation and Human Capital Committee regarding compensation of NEOs, the Compensation and Human Capital Committee is not bound by management’s recommendations. While our CEO attends Compensation and Human Capital Committee meetings, he is not present during voting or deliberations with respect to his compensation. The Compensation and Human Capital Committee also regularly holds executive sessions not attended by members of management or non-independent directors.

The Company’s executive compensation program is comprised of the following elements:

The Compensation and Human Capital Committee’s goal is to make all annual compensation decisions, including approval of equity awards to NEOs, at its regularly scheduled meetings.

In September 2025, the Compensation and Human Capital Committee made a thorough review of the companies that had comprised the peer group in prior years and determined that it was prudent to remove one of the companies in the peer group as a result of such company’s strategy moving away from being a manufacturing peer. It is the Compensation and Human Capital Committee’s intent to routinely review the make-up of the peer group and to make adjustments to the composition of the group as deemed appropriate. The companies approved as the Fiscal 2025 peer group are listed below (the “Proxy Peer Group”).

The Company has adopted the following policies to assure that executives’ interests are aligned with those of stockholders, that there is a mechanism to recover compensation when this payment was not consistent with Company policy and to mitigate against risks inherent in compensation programs:

The Company has adopted a policy that (i) in the event of a restatement of the Company’s financial results (a “Restatement”) due to material noncompliance with any financial reporting requirement or misconduct by an executive or (ii) in the event no Restatement is required but the Board determines an executive engaged in misconduct that contributed to inaccurate operation metrics; with (i) or (ii) resulting in any performance-based compensation paid during the 12 months preceding such Restatement that would have been lower had it been calculated based on such restated results, the Compensation and Human Capital Committee may, to the extent practicable and permitted by applicable law, seek to recover from such executive all of the incentive compensation paid to such executive or credited to such executive’s deferred compensation account for the relevant period.

The Company has adopted an executive stock ownership policy to (i) emphasize the link between certain of the Company’s executives and the long-term interests of the Company’s stockholders and (ii) enhance the image of the Company by openly communicating to investors, lenders, market analysts and the public that the interests of the Company’s executives are directly tied to the long-term success of the Company through personal capital investment in stock of the Company. Pursuant to the Company’s stock ownership policy, certain executives are expected to accumulate and retain shares of the Company’s stock in order to achieve target ownership levels that are one to five times the executive’s base salary, depending on the executive’s position and title with the Company.

For Fiscal 2025 the ownership targets for our Executive Officers were:

The Company has adopted a policy that prohibits certain executives from (i) engaging in any transaction to purchase hedging instruments that protect against downward changes in the Company’s stock price or (ii) holding securities of the Company in a margin account or pledging securities of the Company as collateral for any other loan. Shares subject to the Executive Hedging and Pledging Policy are limited to shares of the Company’s Common Stock that are subject to the Executive Stock Ownership Policy. In limited circumstances and on a case-by-case basis, an exception to the prohibition described in “(ii)” above may be granted by the Chief Executive Officer (or the Compensation and Human Capital Committee if the executive in question is the Chief Executive Officer.)

The Compensation and Human Capital Committee considers the performance of the CEO compared to objectives and the general economic environment when determining his compensation. The Compensation and Human Capital Committee is responsible for ensuring that the views of the Board with respect to the performance of the CEO are reviewed and discussed with him on a periodic basis. The Compensation and Human Capital Committee makes final decisions regarding the CEO’s compensation.

While the Compensation and Human Capital Committee gives weight to the views of the CEO on executive compensation matters, the Compensation and Human Capital Committee may take other considerations into account. Ultimately, final compensation determinations are made at the Compensation and Human Capital Committee’s discretion.

The base salary, short-term incentive opportunity and long-term incentive opportunity established for each of our NEOs are intended to provide total target compensation appropriately positioned competitively for individuals in comparable positions and in markets in which we compete for executive talent. Consistent with our objectives, 75% of our CEO’s total target pay opportunity is offered in the form of short-term and long-term incentives. The following table shows Fiscal 2025 target direct compensation opportunities for our NEOs:

For Fiscal 2025, management prepared a report on the achievement of short-term cash incentive goals which were reviewed and approved by the Compensation and Human Capital Committee. The amounts set forth below show the target values for achieving the threshold, target and maximum levels established for each financial objective. The table below discloses the Fiscal 2025 program threshold, target and maximum targets that were approved in advance of the fiscal year as well as the actual outcomes that led to payouts that were above target.

The table below summarized the Short-term Incentive Compensation program for Fiscal 2025.

Time-vesting restricted stock unit awards vest on a pro-rata basis over a three-year period. Vesting of performance-based restricted stock unit awards awarded executive officers is dependent on (i) such officer’s continued service for three years following the award and (ii) the Company achieving a specified performance objective over such three-year period. The Compensation and Human Capital Committee chose a three-year vesting period because it believes such a requirement is consistent with the practices of other companies in the markets in which Powell competes. The Compensation and Human Capital Committee used two performance measures for the performance-vesting awards: a three-year aggregate EBITDA% and a weighted Safety performance metric (Experience Modification Rating). The Safety performance is weighted 60% in the most recent year, 30% in the second year and 10% in the third year. The Compensation and Human Capital Committee believes that these metrics will encourage growth in strategic areas of the business, enhancing profitability and improving the quality of revenue while maintaining safe operational processes.

The actual number of performance shares earned will be determined according to the table below by multiplying the percentage earned by the number of performance-based restricted stock units initially awarded on October 1, 2024. The number of performance units earned when performance falls between threshold and target is determined by

straight-line interpolation. The slope of the line established for performance between threshold and target is extended for results above target. The number of units that may be earned is capped, any level of EBITDA% or safety performance rating in excess of 200% of target will not be considered in determining performance-based long-term incentive outcomes.

Time-based restricted stock and performance-based restricted units awarded to NEOs on October 1, 2024, were as follows:

Performance-based long-term incentive Restricted Stock Units granted on October 1, 2024, for the three-year period ending September 30, 2027, contingent on the Company’s achievement of EBITDA and safety objectives, will vest as shown in the table below:

Performance-based long-term incentive awards effective for the three-year period ended September 30, 2025 were contingent on the Company’s achievement of EBITDA and Safety objectives. Target numbers of shares, performance targets, performance outcomes and shares earned (as verified by the Compensation and Human Capital Committee) under the awards are shown in the table below:

Beginning in fiscal year ended September 30, 2012, the Company has entered into executive employment agreements with certain executives, including the NEOs. In order for the Company to recruit and retain the best possible executives, the Company seeks to negotiate employment agreements that provide for the mutual benefit of the Company, its stockholders and the executive.

Our executive employment agreements exclusively govern the executive’s rights upon termination of employment with the Company which include: A) Termination by the Company for Cause or Resignation by Executive without Good Reason (in each case, as defined in the executive’s employment agreement); B) Retirement, Disability or Death; C) Termination by the Company for Poor Performance; D) Termination by the Company without Cause and not

for Poor Performance or Resignation by the executive for Good Reason prior to a Change in Control; and E) Termination by the Company without Cause and not for Poor Performance or Resignation by the executive for Good Reason during the Protected Period following a Change in Control. See Potential Payments Upon Termination or Change-In-Control At Fiscal Year-End.

The Compensation and Human Capital Committee considers tax and accounting implications in the design of the Company’s compensation programs. While the Compensation and Human Capital Committee intends most compensation paid by the Company to be deductible under Section 162(m) of the Code, it may exercise discretion to pay compensation that does not meet the requirements of Section 162(m) if it judges that doing so would better serve shareholder interests.

The following table summarizes information as of September 30, 2025 about our equity compensation plans.

The Compensation and Human Capital Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on the review and discussion referenced above, the Compensation and Human Capital Committee recommended to the Board that the Compensation Discussion and Analysis referred to above be included in this Proxy Statement.

The Compensation and Human Capital Committee of the Board,

The following table provides certain summary information concerning cash and certain compensation paid to the NEOs of the Company.

The following table shows plan-based awards granted to the NEOs during Fiscal 2025. The plan-based awards identified in the table below that are also equity-based are reported in the Outstanding Equity Awards at Fiscal Year-End table as well.

The following table provides information on the holdings of stock options and restricted stock unit awards of the NEOs at September 30, 2025. This table includes unexercised and unvested options awards. Each outstanding award is shown separately for each NEO.