Gary Pinkus
Bloom EnergyAbout Gary Pinkus
Gary Pinkus, age 59, was appointed as an independent Class I director of Bloom Energy (BE) effective June 15, 2024; he currently serves on the Compensation and Organizational Development Committee. Pinkus is Chairman of North America at McKinsey & Company, with nearly four decades of strategy, governance, and risk leadership and prior service on McKinsey’s global governance board and audit/finance/risk committees. He holds a BA in English and Quantitative Economics from Stanford University and an MBA with Distinction from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Chairman, North America; former Managing Partner (North America, West Coast, San Francisco) | 1987–1990; 1992–present | Co-founded Private Equity & Principal Investors Practice; chaired Finance & Infrastructure, Strategy, and Risk/Audit/Governance Committees; deep expertise in strategic planning, risk, and organizational performance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Walker & Dunlop, Inc. | Director | Current | Public company board service . |
| Sackville Capital | Director | May 2024–present | Private markets investment firm . |
| Wake Forest University | Trustee | 2024–present | Governance oversight in higher education . |
| US Ski & Snowboard Foundation | Trustee | Current | Non-profit board service . |
Board Governance
- Committee assignments: Member, Compensation and Organizational Development Committee (5 meetings in 2024; chaired by Jeffrey Immelt; other member John T. Chambers) .
- Independence: Board determined Pinkus is independent under NYSE/SEC rules; all members of BE’s Audit, Compensation, and Nominating committees are independent .
- Independence review: Board considered a consulting payment to McKinsey that was <0.01% of McKinsey’s 2024 revenues; Pinkus did not provide services to BE or receive compensation beyond firm profit share; independence maintained .
- Attendance and engagement: All directors attended ≥75% of Board/committee meetings in 2024; average attendance 97%; Board held 6 Board meetings; independent directors met in executive session at every regularly scheduled meeting .
- Election signal: Pinkus received 152,952,503 “For” votes vs 2,832,341 “Withheld” at the May 14, 2025 annual meeting, indicating strong shareholder support .
Fixed Compensation
| Component | Amount/Structure | 2024 Actual (Pinkus) | Vesting/Terms |
|---|---|---|---|
| Annual cash retainer | $70,000 | $43,513 (partial year) | Paid quarterly. Pinkus elected to defer 100% of 2024 fees into deferred stock units payable Jan 1, 2026 . |
| Compensation Committee member fee | $10,000 | Included in actual | Paid quarterly . |
| Initial equity award (new directors) | $350,000 grant-date fair value | $350,000 (stock options) | Vests in 3 equal annual installments on each grant anniversary; Pinkus elected options over RSUs . |
| Annual director equity (2024 cycle) | $200,000 RSUs (Lead Independent Director +$25,000 RSUs) | Not applicable for Pinkus in 2024 table (received initial award) | Annual RSUs vest at next annual meeting . |
Performance Compensation
- No performance-based director compensation metrics (e.g., PSUs with operating/TSR hurdles) are disclosed for non-employee directors; director equity is time-based (RSUs/options) .
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Walker & Dunlop, Inc. | Public | None disclosed with BE’s customers/suppliers | Mortgage finance; no identified commercial overlap with BE . |
| McKinsey & Company | Private (partnership) | BE paid McKinsey for consulting (<0.01% of McKinsey revenue); Pinkus not involved; independence preserved | Reviewed under independence standards; not a related-party transaction for Pinkus per Item 404(a) . |
Expertise & Qualifications
- Strategic business development, risk management, and global markets expertise from leadership across McKinsey North America, private equity advisory, and governance board service .
- Compensation frameworks and organizational performance alignment experience; valuable for BE’s Compensation Committee remit .
- Finance/audit/risk committee leadership at McKinsey; complements BE’s governance and ERM oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | No BE Class A shares reported as beneficially owned; less than 1% . |
| Options outstanding | 30,932 stock options as of Dec 31, 2024 . |
| Deferred stock units | Right to 3,080 deferred stock units (not counted in beneficial ownership table) . |
| Ownership guidelines | Directors must hold BE shares equal to ≥4x annual cash retainer; directors must retain 100% of net shares from equity settlements until compliant; 100% director compliance as of end-2024; deferred RSUs count toward guideline . |
| Hedging/pledging | Prohibited by governance policy . |
Compensation Committee Analysis
| Element | Disclosure |
|---|---|
| Committee composition | Chair: Jeffrey Immelt; Members: John T. Chambers, Gary Pinkus . |
| Scope in 2024 | Oversaw executive pay design (PSUs/PSOs emphasis), succession planning, human capital, and equity budgets; recommended CEO 2025 equity package . |
| Consultants | 2024: Compensia advised on director/executive pay (independent, no conflicts); November 2024: Meridian retained for Board/executive compensation starting 2025 (did not advise director comp in 2024) . |
| Peer group changes | Executive compensation peer group updated in 2024 to align with markets . |
Say-On-Pay & Shareholder Feedback
- 2025 say-on-pay approved: For 96,604,726; Against 58,902,183; Abstentions 277,935; Broker non-votes 35,198,180 .
- Engagement program: 16 conferences; ~430 investor meetings; outreach to holders representing ~67% of shares, covering governance, compensation, sustainability; independent directors hold executive sessions at every Board meeting .
Related Party Transactions
- SK ecoplant strategic investment and distribution/supply agreements, with Audit Committee pre-approval frameworks; voting agreements covering ~10.2% of shares; unrelated to Pinkus .
- McKinsey consulting payment: <0.01% of McKinsey revenues; Pinkus not involved; no Item 404(a) related-party transaction for Pinkus; independence maintained .
Governance Assessment
- Strengths: Independent status affirmed; strong shareholder support in 2025 election; relevant committee placement (Compensation) aligned to expertise; adoption of director stock ownership policy (4x retainer) with 100% compliance; prohibition on hedging/pledging; high board/committee attendance with routine executive sessions .
- Potential conflicts: McKinsey payment may pose perceived conflict risk; mitigated by immateriality, lack of involvement, and independence determination—monitor ongoing consulting engagements for scope and governance controls .
- Signals: Initial option grant election and deferral of cash retainer to deferred stock units suggest alignment with long-term value and tax/deferral preferences; absence of director performance-based equity is standard but reduces pay-for-performance linkage at the board level .
- RED FLAGS: None disclosed for pledging, hedging, legal proceedings, or low attendance; no related-party transactions involving Pinkus under Item 404(a) .
Notes on director compensation and ownership: Director pay at BE is primarily cash retainer plus time-based equity (RSUs/options); no director PSUs or explicit performance metrics were disclosed. Pinkus’s 2024 compensation reflects partial-year service and a new-director initial option award, with fees deferred into stock units to January 1, 2026 .