Cynthia (CJ) Warner
Bloom EnergyAbout Cynthia (CJ) Warner
Independent non-employee director of Bloom Energy since June 2023; age 66. Former President & CEO of Renewable Energy Group with 40+ years of leadership across traditional and renewable energy. Serves as an Audit Committee Financial Expert and member of the Nominating Committee; recognized for governance excellence and sustainability oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GVP Climate, LLP | Senior Operating Partner | 2023–Present | Energy-transition operating expertise |
| Renewable Energy Group | President & CEO | 2019–2022 | Led bio-based diesel producer; governance accolades |
| Andeavor | EVP, Operations | 2016–2018 | Global operations leadership |
| Andeavor | EVP, Strategy & Business Development | 2014–2016 | Strategy and BD oversight |
| Sapphire Energy | Chairman & CEO | 2012–2014 | Commercialization of renewable fuels |
| Sapphire Energy | President | 2009–2011 | Senior leadership |
| BP | Group VP, Global Refining | 2007–2009 | Refining ops; HSE oversight |
| BP | Group VP, HSS&E and Technology | 2005–2007 | Health, safety, environment & tech leadership |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Chevron Corporation | Director | Current public company board |
| Sempra | Director | Current public company board |
| Committee for Economic Development | Trustee | Governance and policy engagement |
| National Petroleum Council | Member | Energy policy advisory |
| Vanderbilt University | Trustee | Alumni recognition (2019 induction; 2023 award) |
| Columbia University Center on Global Energy Policy | Advisory Board (Executive Committee) | Energy policy advisory |
| University of the Incarnate Word | Board of Trustees | Education governance |
| IDEX Corporation | Director | 2013–2021 (prior public board) |
| Renewable Energy Group | Director | 2019–2022 (prior public board) |
Board Governance
- Committees: Audit Committee (member; Audit Committee Financial Expert) and Nominating, Governance and Public Policy Committee (member). Not a member of the Compensation Committee .
- Independence: Board determined Warner is independent under NYSE and SEC rules; all members of Audit, Compensation, and Nominating Committees are independent .
- Attendance: All directors (except Boskin) attended at least 75% of Board/committee meetings in 2024; average attendance 97%. Meetings held: Board 6; Audit 5; Compensation 5; Nominating 4 .
- Audit Committee composition and oversight: Financially literate; audit committee financial expert designation for Warner. Oversight includes ERM, cybersecurity, internal audit, related-party transactions, liquidity, and disclosure controls .
- Nominating Committee oversight: Board refreshment, governance policies, investor feedback, sustainability reporting, public policy monitoring (IRA, ITC) .
- Stock ownership policy for directors: Minimum 4x annual cash retainer; 100% compliance as of end of 2024; retention of net settled shares until met; DSUs count toward requirement .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 70,000 | Paid quarterly |
| Audit Committee member fee | 15,000 | Paid annually |
| Nominating Committee member fee | 5,000 | Paid annually |
| Total cash fees (2024) | 90,000 | Warner’s “Fees Earned or Paid in Cash” |
Additional program details:
- No meeting fees; reasonable travel expenses reimbursed .
- Audit Committee Chair standard fee $30,000; Mary K. Bush receives $40,000 under legacy arrangement; Warner is not a chair .
Performance Compensation
| Grant Type | Grant Date | Grant Date Fair Value ($) | Vesting | Design Features |
|---|---|---|---|---|
| Annual equity award (elected as stock options) | May 2024 | 315,923 | Same schedule as RSUs; annual awards vest at the next Annual Meeting, subject to continued service | One-time 2024 board decision allowed directors to elect stock options in lieu of half or all RSUs at a 2:1 options-to-RSU ratio; Warner elected options |
Director performance metric table:
| Metric | Applies to Director Equity? | Notes |
|---|---|---|
| Company financial or TSR metrics | No | Director annual equity grants are time-based; vest at next Annual Meeting |
| Discretionary performance adjustments | No | Not disclosed for directors; applies to executives |
Deferred compensation elections:
- Warner elected to defer settlement of 2024 annual retainer fees; cash fees will be paid in stock upon termination of Board service under the Non-Employee Director Deferred Compensation Plan .
Other Directorships & Interlocks
| Company | Sector/Role | Potential Interlock/Considerations |
|---|---|---|
| Chevron Corporation | Energy – Director | Potential customer/partner overlap with Bloom’s energy solutions; Board independence affirmed; ordinary vendor relationships considered in independence review |
| Sempra | Utilities/Energy – Director | Potential policy/market overlap; independence and overboarding limits monitored by Nominating Committee |
Overboarding limits: Max 5 public boards (including Bloom); audit committee service on >2 other public company audit committees requires Nominating Committee advice; Warner’s current affiliations appear within stated limits (specific audit committee service elsewhere not disclosed) .
Expertise & Qualifications
- Energy transition, refining operations, HSE, global manufacturing, product development, strategy, and business development—provides critical insights on Bloom’s technology, markets, and partnerships .
- Sustainability oversight experience relevant to engineering/manufacturing operations .
- Recognitions: Corporate Directors’ Forum “Director of the Year – Corporate Governance” (2023); Vanderbilt Professional Achievement Award (2023) .
- Audit Committee Financial Expert designation .
Equity Ownership
| Holder | Class A Shares | % | Notes |
|---|---|---|---|
| Cynthia (CJ) Warner | — | — | Footnote indicates a right to 21,014 deferred stock units under the Deferred Compensation Plan (not reflected in table); DSUs count toward ownership policy |
Policy and risk controls:
- Stock ownership policy requires 4x annual cash retainer; 100% compliance for directors as of YE 2024 .
- Prohibition on hedging and pledging (company governance best practices) .
Governance Assessment
- Board effectiveness: Strong engagement and attendance; Warner contributes expertise to Audit (financial expert) and Nominating committees overseeing ERM, cybersecurity, governance refresh, and sustainability reporting—supports investor confidence in oversight of key risk and strategy areas .
- Alignment and incentives: Warner’s 2024 compensation mix skews toward equity (approx. 78% equity, 22% cash based on disclosed amounts), with election of options in lieu of RSUs indicating higher at-risk orientation; deferral of cash retainer into stock strengthens long-term alignment .
- Independence and conflicts: Board’s annual independence review found Warner independent; no specific related-party transactions or conflicts disclosed for Warner. Audit Committee oversees related-party approvals; relationships considered for other directors did not impair independence .
- RED FLAGS: None disclosed for Warner. No pledging/hedging noted; attendance thresholds met; no related-party transactions tied to Warner disclosed .
Signals: Option election and retainer deferral are positive alignment signals; Audit financial expertise and committee roles bolster confidence in financial reporting and governance. Overboarding limits and independence procedures mitigate interlock risks associated with her Chevron/Sempra roles .