Bruce Taten
About Bruce Taten
Independent director since March 2022; age 69. Former SVP, General Counsel & Chief Compliance Officer at Cooper Industries (2008–2012) and VP & General Counsel at Nabors Industries (2003–2008). Practicing attorney/private investor since 2015; admitted in Texas and New York; SASB FSA credential (2020). Degrees: B.S. and Master’s from Georgetown University; J.D. from Vanderbilt University. The Board deems him independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper Industries, plc | SVP, General Counsel & Chief Compliance Officer | 2008–Oct 2012 | Led corporate compliance and legal during merger with Eaton; deep M&A/governance experience |
| Nabors Industries | Vice President & General Counsel | 2003–2008 | Led legal function; energy sector governance exposure |
Additional background: earlier practice at Simpson Thacher & Bartlett LLP and Sutherland Asbill & Brennan LLP; pre-law C.P.A. at Peat Marwick (KPMG).
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| JELD‑WEN Holdings, Inc. (NYSE: JELD) | Director | Since 2014 | Chair, Governance & Nominating; Member, Compensation |
Since 2015: practicing attorney and private investor.
Board Governance
- Independence: Board determined all directors except the CEO are independent.
- 2025 Board meetings: 5 regular, 9 special; each director attended ≥75% of Board/committee meetings.
- Executive sessions: independent directors meet in executive session with independent Chair presiding.
- Committees (FY2025):
- Compensation Committee: Chair (meetings: 4).
- Governance & Nominating Committee: Member; Chair is Michele Klein (meetings: 5).
- Audit Committee: Not a member.
- Risk oversight: Compensation Committee reviews pay-related risk; clawback provisions; no perquisites; no single-trigger CIC; no tax gross-ups.
Fixed Compensation
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Base annual cash retainer | 50,000 | Standard non-employee director retainer |
| Compensation Committee Chair fee | 15,000 | Annual cash retainer for Chair |
| Governance & Nominating Committee member fee | 5,000 | Annual cash retainer for non-chair member |
| Total Cash (derived) | 70,000 | Sum of components above; matches “Fees Earned in Cash” |
| RSU annual grant (grant-date fair value) | 119,998 | RSUs valued at $120,000; 100% vest at earlier of day before 2025 annual meeting or first anniversary, subject to service |
| Total FY2025 Director Compensation | 189,998 | Cash + RSU grant fair value |
Fee schedule (FY2025) also includes: Board Chair $45,000; Audit Chair $22,000; Governance Chair $10,000; Audit member $10,000; Compensation member $5,000; Governance member $5,000. No standard meeting fees; one-time audit extended-work awards paid to Audit Committee (not applicable to Mr. Taten).
Performance Compensation
Directors receive time-based RSUs; performance-linked pay applies to executives. As Compensation Committee Chair, Mr. Taten oversees these programs.
| Metric | Weight | Minimum | Target | Maximum | Notes |
|---|---|---|---|---|---|
| FY2025 Gross Adjusted EBITDA | 75% | $51,000,000 | $60,000,000 | $72,000,000 | Earn 80%/100%/200% of AIP at min/target/max |
| FY2025 Revenue | 25% | $467,000,000 | $505,000,000 | $555,000,000 | Earn 90%/100%/200% of AIP at min/target/max |
| PSU performance metrics (FY2025 grants) | — | — | TSR and Revenue Growth over FY2025–FY2027 | — | 3-year cliff vesting; payout 50–200% of target based on certified results; requires continued employment to vest |
| RSU vesting (executives) | — | — | 1/3 annually over 3 years | — | Time-based; aligns retention |
- FY2025 AIP outcome: EBITDA and Revenue targets were not achieved; no AIP payouts to NEOs.
- Clawback policy: recover performance-based compensation if financials are restated.
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Conflict |
|---|---|---|
| JELD‑WEN board service | Director since 2014; Governance Chair; Compensation member | AVNW’s CEO Peter A. Smith previously served as SVP at JELD‑WEN (2017–2019); no related-party transactions disclosed; monitoring advisable for any future dealings |
NEC holds ~5.8% and has a Board nomination right; related agreements disclosed (Lock-Up, MSA, TSAs, distribution, IP, trademarks). No transactions identified involving Mr. Taten.
Expertise & Qualifications
- Governance, compliance, and legal leadership (Cooper Industries; Nabors Industries); deep M&A and corporate governance expertise.
- SASB FSA credential (ESG fluency); finance/tax background; C.P.A. experience.
- Academic credentials: Georgetown (B.S., Master), Vanderbilt (J.D.).
Equity Ownership
| Holder | Common Shares Currently Held | Common Shares Acquirable within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Bruce Taten | 11,459 | 8,339 | 19,798 | <1% |
- Shares outstanding: 12,802,223 (Record Date Sept 11, 2025).
- Hedging/pledging: Prohibited for directors; includes bans on margin accounts, derivatives, and collars.
- Director ownership guideline: 3x annual cash retainer to be achieved within 5 years of start; individual compliance status not disclosed.
Governance Assessment
- Committee leadership & bandwidth: Chairs Compensation and serves on Governance & Nominating, consistent with his governance/legal background; committees met 4 and 5 times respectively in FY2025, indicating substantive oversight cadence.
- Independence & attendance: Independent under NASDAQ; met ≥75% attendance threshold; independent directors hold executive sessions—supports robust oversight culture.
- Pay-for-performance: AIP and PSUs incorporate EBITDA, revenue, and TSR with capped payouts and clawbacks; FY2025 no AIP payouts, signaling discipline.
- Shareholder sentiment: Strong Say‑on‑Pay approvals—97.3% (2024) and 98.4% (2023)—support committee credibility.
- Conflicts/related party: No related-party transactions tied to Mr. Taten; NEC relationships disclosed and approved via Audit Committee procedures.
- Risk indicators: CFO resignation disclosed Sep 2025; Board/Compensation oversight of succession and pay risk noted. No director-specific legal proceedings affecting Mr. Taten.
Compensation Committee Analysis
- Composition: All independent directors; expected FY2026 members—Bruce Taten (Chair), Bryan Ingram, Michele Klein.
- Consultant: Compensia engaged as independent advisor; Committee independence reaffirmed annually.
- Interlocks: None—no officer/employee service by members; no cross-compensation committee service by AVNW executives.
- Risk practices: Clawbacks, capped AIP payouts (≤200%), overlapping PSU performance periods; prohibition on hedging/pledging.
Director Compensation Structure Analysis (Mix & Trends)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2024 | 67,500 | 119,893 | 187,393 |
| FY2025 | 70,000 | 119,998 | 189,998 |
- Mix: Cash retainer plus committee fees; annual RSU grant (~$120k). No meeting fees; limited, targeted one-time Audit awards (not applicable to Mr. Taten).
- Year-over-year: Slight cash increase (~$2.5k) consistent with committee assignments; equity grant value maintained.
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2023 (reported in 2024 proxy) | 98.4% |
| 2024 (reported in 2025 proxy) | 97.3% |
- Frequency: Annual Say‑on‑Pay; Board recommends continuing annual votes.
Compensation Peer Group (Benchmarking)
- FY2025 peer group (21 companies) positioned around median revenue; changes included adding Applied Optoelectronics, Clearfield, CTS, Daktronics, EACO, Knowles, NETGEAR, NetScout Systems, PAR Technology; removed Airspan Networks, CalAmp, Casa Systems, DZS, Inseego, InterDigital, KVH Industries due to decreased revenue.
- FY2024 peer group (19 companies) reflected similar industry scope; changes vs prior year documented.
RED FLAGS
- Related party/transactions: None involving Mr. Taten disclosed.
- Pledging/hedging: Prohibited by policy; no pledging noted.
- Option repricing/tax gross-ups: Not practiced; clawback policy in place.
- Attendance: No low-attendance concerns disclosed (≥75% threshold met).
- CFO transition (2025): Monitor governance continuity; not director-specific.
Overall signal: Strong governance alignment—independence, active committee leadership, disciplined pay-for-performance, high shareholder support, and no disclosed conflicts tied to Mr. Taten.