William Griffin Jr.
About William F. Griffin Jr.
Age 70; Director at Argan, Inc. (AGX) since 2012. Veteran energy-construction executive and co‑founder of Gemma Power Systems; currently Non‑Executive Chairman of Gemma, with prior roles as CEO (2008–2019) and Vice Chairman (2007–2019). Not independent—designated as “member of management” on AGX’s Board—which materially affects committee eligibility and conflict posture .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gemma Power Systems, LLC (AGX subsidiary) | Chief Executive Officer | 2008–2019 | Led growth into premier EPC provider; strategic/contract execution leadership |
| Gemma Power Systems, LLC | Vice Chairman | 2007–2019 | Oversight/mentoring of operating leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | None disclosed in AGX’s 2025 proxy |
Board Governance
- Independence: Not independent; identified as a member of management .
- Committees: Executive Committee member (not Chair). Executive Committee authorized to act between Board meetings .
- Committee/Board attendance: Board met 4 times; all current directors attended except one (Bosselmann). Executive Committee met 3 times with 100% average attendance .
- Board leadership: Chair of the Board is William F. Leimkuhler; lead independent director role eliminated upon his appointment .
- Skills/Expertise: Deep operational insight into power EPC, strategy, business development, contract negotiations, project execution .
Fixed Compensation
Not disclosed for Griffin in the “Compensation of Directors” table, which covers non‑employee directors. Griffin is treated as management; therefore director cash retainers/fees and equity shown for non‑employee directors do not apply to him .
Performance Compensation
Not disclosed for Griffin as a director in the proxy. Performance equity metrics (e.g., PRSUs/EPRSUs) discussed apply to Named Executive Officers, not to Griffin in his director capacity .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock |
|---|---|---|---|
| Gemma Power Systems (AGX subsidiary) | Private subsidiary | Non‑Executive Chairman | Direct management linkage to AGX’s largest operating unit |
| — | — | — | No other public company boards disclosed |
Expertise & Qualifications
- 40+ years in power plant construction; co‑founded Gemma; extensive EPC leadership. Contributes to strategy, business development, opportunity identification, contract negotiations, and execution .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| William F. Griffin Jr. | 144,254 | 1.06% | Includes 132,604 shares in William F. Griffin Jr. Revocable Trust (he is trustee); and 11,650 shares owned by Peach Pit Foundation where spouse is trustee . |
| Officers & Directors (12) | 935,387 | 6.69% | Group aggregate . |
Policies impacting alignment and risk:
- No pledging and anti‑hedging policy for directors/officers (prohibits pledging, margin, shorts, derivatives) .
- Director stock ownership guideline applies to non‑employee directors (8x annual base fee); Griffin’s management status suggests guideline is not the same as for non‑employees .
Insider Filings
| Item | Transaction Date | Filing Date | Notes |
|---|---|---|---|
| Form 4 (administrative timing issue) | 2024‑04‑12 | 2024‑04‑19 | One late Form 4 due to administrative error; subsequently filed . |
Governance Assessment
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Strengths:
- Full attendance; active Executive Committee governance; deep domain expertise enhancing Board insight into EPC risk and execution .
- Robust anti‑pledging/hedging and governance policies; independent oversight maintained across Audit/Comp/Governance committees .
-
Concerns / RED FLAGS:
- Not independent; dual role as management (Non‑Executive Chairman of Gemma) and AGX director could create conflicts in decisions affecting Gemma (pricing, awards, performance attribution), especially given Executive Committee authority between Board meetings .
- Insider reporting lapse (minor), corrected; monitor for recurrence as a process discipline signal .
-
Implications for investors:
- Oversight rigor relies on independent committees (Audit/Comp/Gov) where Griffin does not serve; this mitigates compensation/financial reporting conflicts, but his influence via Executive Committee warrants focus on how potential Gemma‑related matters are escalated to fully independent review .
- Ownership via trust/foundation indicates meaningful alignment; no pledging allowed under policy reduces downside alignment risk .