Eddy Zervigon
Bloom EnergyAbout Eddy Zervigon
Independent director of Bloom Energy (BE); age 56; director since October 2007. Background spans investment banking (Managing Director, Morgan Stanley Principal Investments), cybersecurity (CEO, Quantum Xchange), and accounting (former CPA at Coopers & Lybrand/PwC). Education: B.A. in accounting and M.S. in taxation (Florida International University); MBA (Tuck School of Business, Dartmouth) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley & Co. LLC (Principal Investments Group) | Managing Director | 1997–2012 | Global finance/capital markets experience relevant to BE financings |
| Coopers & Lybrand (now PwC) | Certified Public Accountant | Prior to Morgan Stanley | Accounting, financial reporting expertise supporting Audit Committee work |
| DigitalGlobe, Inc. | Director; Audit and Compensation Committee member | 2004–2017 | Governance and committee experience; satellite/digital imaging industry exposure |
| MMCinemas; Impsat Fiber Networks; TVN Entertainment; Stadium Capital Management | Director | Various prior years | Multiple board experiences across sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quantum Xchange | Chief Executive Officer | 2020–Present | Cybersecurity leadership; informs BE’s cyber risk oversight |
| Riverside Management Group | Special Advisor | 2012–Present | Merchant banking; financing insights for BE |
| Maxar Technologies Inc. | Director | 2019–2023 | Public board experience; no current public company boards listed |
| RMG Acquisition Corp II | Advisory Board Member | As disclosed | Advisory role; confirms capital markets network |
Board Governance
- Committee assignments: Audit Committee (Audit Committee Financial Expert); Chair, Nominating, Governance and Public Policy Committee .
- Independence: Board affirmed independence; explicitly considered long tenure and concluded independence not diminished; Zervigon remains willing to challenge management .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2023; average attendance 99%; Board held 5 meetings; Audit 5; Compensation 4; Nominating 4 .
- Committee effectiveness: Audit oversaw ERM, business continuity/disaster preparedness, and cybersecurity enhancements in 2023; Nominating focused on board skills/composition, policy/regulatory oversight (IRA, fuel cell ITC), stock ownership guidelines, clawback adoption, and sustainability reporting oversight .
Fixed Compensation
| Element | Amount (USD) | Applicability to Zervigon |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | Applies (non-employee director) |
| Audit Committee – Member | $15,000 | Applies (member) |
| Nominating Committee – Chair | $15,000 | Applies (chair) |
| Lead Independent Director Premium | $25,000 | Not applicable (Immelt holds role) |
Notes: Cash paid quarterly; reasonable expenses reimbursed; Audit Chair receives $30,000 generally, but Ms. Bush grandfathered at $40,000 (not applicable to Zervigon) .
Performance Compensation
| Award Type | Grant Detail | Performance Metrics | Vesting | Deferral Elections |
|---|---|---|---|---|
| Annual RSU grant (2024) | $200,000 grant date fair value for each non-employee director | None (time-based) | Vests on date of next Annual Meeting, subject to continued service | Directors may defer settlement via Deferred Compensation Plan |
| Annual RSU grant (2023) | 14,503 RSUs to continuing directors; Lead Independent received additional 1,813 RSUs (not applicable to Zervigon) | None (time-based) | Vests on date of 2024 Annual Meeting | Zervigon elected to defer settlement of his 2023 RSU award until termination of Board service |
Initial equity award policy update (May 2024): new directors receive ~$350,000 initial equity (RSUs or options) vesting over 3 years; not a change to ongoing annual awards for existing directors .
Other Directorships & Interlocks
| Company/Organization | Role | Overlap/Interlock Considerations |
|---|---|---|
| Maxar Technologies Inc. (2019–2023) | Director | No current BE supplier/customer interlock disclosed; ended 2023 |
| Quantum Xchange | CEO | Board recognizes cybersecurity expertise; independence affirmed; no BE-related transactions disclosed |
| Riverside Management Group | Special Advisor | Capital markets perspective; independence affirmed |
Expertise & Qualifications
- Capital markets and financing: 15 years at Morgan Stanley Principal Investments; supports BE’s external financing strategy for global projects .
- Cybersecurity: CEO of Quantum Xchange; provides insights on cyber threats and risk management practices affecting BE customers/systems .
- Accounting/financial reporting: Former CPA (PwC); critical skills for Audit Committee .
- Technology commercialization and supply chain: Oversaw BE’s evolution from 2009 product launch through scaling of solid oxide fuel cells; contributes institutional knowledge on culture/talent/strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Eddy Zervigon | 106,947 (<1%) | Includes 6,000 shares held in IRA |
| Deferred Stock Units (director plan) | 46,658 DSUs | Deferred under the director plan; counted toward ownership guidelines |
| Ownership Guidelines | 4x annual cash retainer; 100% of net settled shares retained until met; 100% director compliance in 2023 | Applies to non-employee directors; RSUs deferred count toward requirement |
| Hedging/Pledging | Prohibited by BE governance practices | Company-wide policy |
Governance Assessment
- Strengths: Long-tenured independent director with deep institutional knowledge; Audit Committee Financial Expert; chairs Nominating Committee with robust remit (skills, governance, ESG, policy). Attendance and engagement metrics are strong (Board/committee average 99%), and equity retainer plus ownership policy align incentives (RSU deferral further strengthens long-term alignment) .
- Potential risks: Long tenure can raise independence concerns; however, the Board explicitly reaffirmed his independence after reviewing relationships and conduct. External CEO role at a cybersecurity firm could pose perceived conflicts if vendor/customer ties emerged; no related-party transactions disclosed and independence criteria satisfied. Overboarding risk mitigated by BE’s limits (≤5 boards; ≤3 for public-company CEOs) and current disclosure shows no other public-company boards for Zervigon .
- Shareholder support signal: Historical vote results (2020) show broad support for Zervigon’s election (281.3M for; 20.9M against) .
Overall, Zervigon’s capital markets and cybersecurity expertise, coupled with audit qualifications and active committee leadership, support board effectiveness. Independence and alignment policies are robust; no red flags on attendance, say-on-pay related director issues, or related-party exposures are disclosed for him .