Bernard Bulkin
About Bernard J. Bulkin
Dr. Bernard J. Bulkin, age 83, has served on ATN International’s board since 2016. He is the Board’s Lead Independent Director and serves on the Audit Committee and the Nominating & Corporate Governance Committee, bringing decades of governance and operating experience in regulated industries, renewable energy, and environmental affairs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| British Petroleum (BP) | Director of Refining; VP Environmental Affairs; Chief Scientist | ~1983–2003 (left BP in 2003) | Senior leadership spanning operations, technology integration, product development, and environmental affairs |
| AEA Technology plc (UK public company) | Chairman | 2005–2009 | Chaired board; governance oversight |
| Pursuit Dynamics plc (UK public company) | Chairman | 2011–2013 | Chaired board; governance oversight |
| UK Office of Renewable Energy | Chair | 2010–2013 | Led UK energy policy body |
| FTSE Environmental Markets Advisory Committee | Member | 2010–2017 | Market and sustainability advisory |
| Severn Trent plc | Director | Not disclosed | Water utilities governance |
| Ludgate Investments Limited | Director | Not disclosed | Investment oversight |
| HMN Colmworth Ltd. | Director | Not disclosed | Not disclosed |
| Chemrec AB; REAC Fuel AB | Director | Not disclosed | Swedish biofuel technology developers |
| ARQ, Ltd.; K3 Solar Ltd.; Ze-gen Corporation | Director | Not disclosed | Renewable energy governance |
External Roles
| Organization | Role | Status/Tenure |
|---|---|---|
| VH-Global Sustainable Energy Opportunities Plc (LDN:GSEO) | Chairman (Director) | Current |
| QLM Technology Ltd | Chairman | Current |
| Vibrant (ATN minority-owned renewable energy business in India; holding company) | Director | Current; also serves as shareholder director of ATN’s minority investment |
Board Governance
- Current ATN roles: Lead Independent Director; Audit Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board determined Bulkin (and all directors except CEO Brad Martin and Executive Chairman Michael Prior) are independent as of Jan 1, 2025 .
- Committee structure: All committees are chaired by and entirely composed of independent directors; current committee rosters show Bulkin on Audit and Nominating & Corporate Governance .
- Board/committee engagement: Board met 6 times in 2024; Audit Committee met 9 times with private sessions; no director attended fewer than 75% of Board/committee meetings; all nominees attended last annual meeting .
- Lead Independent Director responsibilities: Convenes independent director meetings at least annually; offers input on Board agendas; serves as spokesperson for independent directors .
- Majority voting standard and resignation policy for directors (enhances accountability) .
Fixed Compensation
| 2024 Non-Employee Director Compensation (ATNI) | Value |
|---|---|
| Annual director retainer (cash) | $50,000 |
| Annual director retainer (stock) | Approximately $130,000 (grant determined using 20-day average price up to and including June 14, 2024; actual grant-date values reflected below) |
| Lead Independent Director additional cash retainer | $25,000 |
| Committee chair/member annual cash fees – Audit | Chair: $23,000; Member: $10,000 |
| Committee chair/member annual cash fees – Compensation | Chair: $15,000; Member: $7,500 |
| Committee chair/member annual cash fees – Investment | Chair: $15,000; Member: $10,000 |
| Committee chair/member annual cash fees – Nominating & Corporate Governance | Chair: $10,000; Member: $4,000 |
| Dr. Bernard J. Bulkin – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 129,000 (includes amounts for service as shareholder director of Vibrant India holding company and other Board-directed services) |
| Stock Awards (grant-date fair value) | 119,781 |
| Total | 248,781 |
Notes:
- Director equity awards are issued based on a 20-trading-day average closing price to smooth short-term volatility; this approach in 2024 resulted in stock award values below the $130,000 stock retainer target .
Performance Compensation
| Element | Details |
|---|---|
| Options | None outstanding; ATN reports no options for the company and has not granted options to NEOs in recent years; directors receive equity under the Non-Employee Directors Compensation Policy |
| Director equity type | Stock awards (RSUs/time-based), granted under the 2023 Equity Plan; grant-date fair value recognized under ASC 718 |
| Grant valuation practice | Number of shares determined by 20-day average closing price up to and including June 14, 2024; fair value recognized per ASC 718 |
| Performance metrics tied to director pay | Not disclosed for directors (performance metrics detailed for executives, not directors) |
Other Directorships & Interlocks
| Company | Market/Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| VH-Global Sustainable Energy Opportunities Plc (GSEO) | London-listed | Chairman (Director) | Sustainable energy exposure; no related-party transactions disclosed at ATNI since Jan 1, 2024 |
| QLM Technology Ltd | Private | Chairman | Technology/energy monitoring; no ATNI related-party transactions disclosed |
| Vibrant (India) – ATN minority-owned renewable energy business (holding company) | Private; ATN minority investment | Director | Receives additional fees as shareholder director; potential role interlock with ATN’s investment but no related-party transactions requiring disclosure; Audit Committee oversees related party policy |
Expertise & Qualifications
- Senior leadership in highly regulated industries and renewable energy; expertise in operations, technology integration, product development, and environmental affairs .
- Extensive corporate governance background, including chairing UK public company boards and service in UK government energy bodies; sustainability market committee experience .
- Serves as Lead Independent Director at ATNI, indicating board confidence in governance and oversight capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Bernard J. Bulkin | 23,797 | <1% |
Additional alignment and policy:
- Director stock ownership guidelines: Non-executive directors must hold 2x annual retainer; until met, must retain 75% of net shares from equity awards; value computed at year-end prices .
- Compliance: All executive officers and directors were in compliance as of Dec 31, 2024; those not yet at guideline levels were listed (Bulkin not listed, indicating guideline met) .
- Hedging prohibited; insider trading policy bans short sales and hedging/monetization transactions .
Governance Assessment
- Board effectiveness and independence: Bulkin is an independent director and Lead Independent Director with roles on Audit and Nominating & Corporate Governance, enhancing oversight of financial reporting, governance, and independent director coordination .
- Engagement: Strong meeting cadence and attendance (Board 6x; Audit 9x; no director below 75% attendance; annual meeting attendance); Bulkin signs the Audit Committee report, indicating active engagement .
- Compensation alignment: Director pay structure mixes cash and equity; equity awards are time-based RSUs, creating ownership alignment under a disciplined valuation method; additional cash for Vibrant shareholder director role is disclosed and modest relative to total .
- Ownership alignment: Bulkin beneficially owns 23,797 shares and appears to meet director ownership guidelines; ATN prohibits hedging, supporting alignment with stockholders .
- Related-party/conflicts: No related person transactions requiring disclosure since Jan 1, 2024; Audit Committee oversees related party policy; Bulkin’s Vibrant role is disclosed and falls under Board-directed services .
- Accountability mechanisms: Majority voting standard with mandatory resignation if not elected by a majority provides strong governance signal; presence of Lead Independent Director counterbalances non-independent Executive Chairman .
RED FLAGS
- Executive Chairman not independent and is son of largest shareholder; elevates importance of Bulkin’s Lead Independent Director role and independent committee leadership to maintain investor confidence .
- No director-specific performance metrics disclosed for equity awards (time-based RSUs only); typical for directors but reduces direct pay-for-performance linkage relative to executives .