Bruce Ware
About Bruce Ware
Bruce Ware (age 49) is an independent director of AAON, elected in October 2021 and nominated for re‑election at the May 13, 2025 annual meeting. He serves on the Audit Committee and Compensation Committee, bringing capital markets and corporate development expertise from senior roles at DaVita, Comstock Resources, and DLJ. He holds an MBA from Harvard Business School, an MPA from The University of Texas at Austin, and a BBA in Banking & Finance from The University of Mississippi .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DaVita Inc. | Corporate Vice President; Group Head, Joint Venture Capital Raising | 2009–Sep 2024 | Led capital raising for JV growth initiatives |
| Comstock Resources | Assistant Treasurer | Prior to 2009 (dates not individually disclosed) | Oversaw banking relationships, IR, HR, strategic initiatives |
| Donaldson, Lufkin & Jenrette | Investment Banking (NY office) | Early career | Capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seneca Foods Corporation | Director | Current | Audit Committee member |
| Blackhawk Bank (Beloit, WI) | Director (prior) | Prior role | Audit & Compensation Committees |
| University of Mississippi Foundation | Trustee | Current | Oversees ~$900M endowment |
Board Governance
- Independence: The Board affirmatively determined Ware is independent under NASDAQ and AAON standards .
- Committee assignments: Audit Committee member; Compensation Committee member .
- Audit Committee report signatory (confirms active participation): Ware is listed as a member on the 2024 Audit Committee Report .
- Attendance: Board met 5 times; Audit 4; Compensation 6 in 2024. Member participation exceeded 75% across Board and all committees .
- Board leadership: Independent Chair (A.H. McElroy II) and Independent Vice Chair (Caron A. Lawhorn) structure with executive sessions of independent directors .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit; Compensation |
| Audit Committee Financial Expert | Lawhorn designated; Ware not designated as “financial expert” |
| 2024 Meetings | Board: 5; Audit: 4; Compensation: 6 |
| Attendance | >75% participation across all committees and Board |
| Executive Sessions | Regular sessions of independent directors |
Fixed Compensation (Director)
| Component | Amount (USD) | Timing/Notes |
|---|---|---|
| Annual Retainer (cash) | $65,000 | Inclusive of meetings; paid quarterly |
| Committee fees – Audit member | $10,000 | Paid quarterly |
| Committee fees – Compensation member | $9,000 | Paid quarterly |
| Chair/Vice Chair fees | $0 | Not applicable |
| Total Cash Fees (2024) | $84,000 | Sum of above |
Performance Compensation (Director)
| Equity Instrument | Grant | Shares | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 21, 2024 | 1,283 | $98,124 | Vests ratably over remaining board term |
| Options (non‑employee director) | N/A | — | — | Not granted during Ware’s term |
- Director equity is time‑based RSAs; no PSUs or option grants to non‑employee directors, and no disclosed performance metrics tied to director equity awards .
Other Directorships & Interlocks
| Company | Industry Link to AAON | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Seneca Foods Corporation | Food processing; no disclosed AAON customer/supplier link | Director; Audit Committee | None disclosed in AAON related‑party section |
| Blackhawk Bank (prior) | Banking; no disclosed AAON linkage | Director; Audit & Compensation Committees | None disclosed |
| University of Mississippi Foundation | Academic endowment | Trustee | Not an AAON counterparty |
Expertise & Qualifications
- Board skills matrix tags for Ware include corporate development, corporate governance, executive management, financial and operational analysis, risk oversight, and strategic & financial planning; demographic marked African American or Black; age 49; tenure ~4 years .
- Formal education: MBA (Harvard), MPA (UT Austin), BBA (Ole Miss) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Common shares beneficially owned | 7,052 shares (<1% of class) |
| Company shares outstanding (record date) | 81,317,584 |
| Ownership as % of shares outstanding | ~0.0087% (7,052 / 81,317,584; derived from cited figures) |
| Unvested director RSAs outstanding (12/31/24) | 3,086 shares |
| Options outstanding (director) | None granted in director capacity |
| Hedging/Pledging | Prohibited by policy (directors, officers, employees) |
| Ownership guideline (directors) | Minimum 6× board cash retainer; all non‑employee directors in compliance as of Mar 14, 2025 |
Governance Assessment
- Committee roles and engagement: Ware’s dual membership on Audit and Compensation positions him at the core of financial reporting oversight and pay governance; his signature on the Audit Committee Report evidences active involvement .
- Independence and attendance: Affirmed independent with >75% participation; this supports board effectiveness and investor confidence in oversight rigor .
- Pay alignment and incentives: Director compensation mix is modest cash plus time‑vested RSAs, aligned with long‑term ownership; no options or performance units for directors; directors must meet robust ownership requirements (6× cash retainer) and are subject to clawback/hedging prohibitions across the company .
- Conflicts/related‑party exposure: AAON reported several related‑party transactions in 2024, none involving Ware. No business dealings or loans disclosed with Ware or his affiliated entities, mitigating conflict risk .
- External board service: Current Seneca Foods directorship with Audit Committee role adds governance depth without disclosed interlocks to AAON’s customers/suppliers .
- Shareholder signals: Company’s 2024 say‑on‑pay approval was 96.8%, and board leadership remains independent with structured executive sessions, supporting overall governance quality. Not director‑specific, but reflective of broader investor confidence .
RED FLAGS: None identified specific to Bruce Ware in AAON’s 2025 proxy—no attendance shortfalls, no related‑party transactions, no pledging/hedging, no option repricing, and no consultant conflicts noted for committees .
Key Implications:
- Audit and Compensation Committee membership plus independence and >75% participation underpin effective oversight.
- Ownership guideline compliance and anti-hedging/pledging policies strengthen alignment.
- Absence of related party ties for Ware reduces conflict risk; external board roles are non-overlapping with AAON’s disclosed transactions.