Mary K. Bush
Bloom EnergyAbout Mary K. Bush
Mary K. Bush, age 76, has served as an independent director of Bloom Energy since January 2017. She is President of Bush International, LLC (1991–present) and chairs Bloom’s Audit Committee, designated as an Audit Committee Financial Expert. Her background spans senior roles in U.S. and international finance, including appointments representing the U.S. at the IMF and leadership of the Federal Home Loan Bank System, which underpin her capital markets, regulatory, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bush International, LLC | President | 1991–Present | Advises U.S. corporations and foreign governments on capital markets, strategy, governance |
| U.S. Government (Treasury/IMF) | U.S. Government representative on IMF Board; Advisor to Deputy Secretary of Treasury; Chair, HELP Commission; Appointed to U.S. Treasury Advisory Committee on the Auditing Profession | Various (2006–2007 and prior) | Policy and regulatory leadership; auditing profession oversight; foreign aid reform |
| Federal Home Loan Bank System | Head during Savings & Loan crisis | Not disclosed | Crisis leadership; systemic finance governance |
| Citibank, Bankers Trust, Chase Manhattan | Managed global banking and corporate finance relationships | Not disclosed | Corporate finance, capital markets execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public company boards | None | — | Bloom proxy lists no current other public boards |
| Discover Financial Services | Director | 2007–2023 | Prior public company board |
| T. Rowe Price | Director | 2012–2023 | Prior public company board |
| Marriott International | Director | 2008–2020 | Prior public company board |
| United Airlines | Director | 2007–2010 | Prior public company board |
| Texaco | Director | 1997–2000 | Prior public company board |
| Spark the Journey (Capital Partners for Education) | Chairman | Not disclosed | Non-profit leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee Financial Expert. 2024 Audit Committee composition: Bush (Chair), Boskin, Zervigon, Warner; held 5 meetings with focus on ERM, cybersecurity, related-party reviews, and financing oversight .
- Independence: Board determined Bush is independent under NYSE/SEC rules; all committee members meet heightened independence requirements .
- Attendance and engagement: In 2024, directors had average attendance of 97%; all met the ≥75% threshold except Boskin (73.3%). Board held 6 meetings; Audit 5; Compensation 5; Nominating 4. Independent directors met in executive session at every regularly scheduled Board meeting .
- Years of service: Director since 2017 (Class I nominee standing for election in 2025) .
- Oversight scope: Audit Committee oversees financial reporting, internal controls, compliance, ERM, cybersecurity/data security, liquidity/capital allocation, ethics/related parties, and project/deal financing .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Board annual cash retainer | $70,000 | Paid quarterly |
| Audit Committee Chair fee | $40,000 | Legacy Chair fee level applicable to Bush |
| Total cash (Bush, 2024) | $110,000 | Reported in director compensation table |
| Equity grant (RSUs, grant-date fair value) | $200,000 | Annual RSU grant in May 2024; vests at next Annual Meeting |
| Total compensation (Bush, 2024) | $310,000 | Cash $110,000; Stock awards $200,000; no option awards reported for Bush in 2024 |
Performance Compensation
- Structure: Non-employee director equity is primarily RSUs that vest based on service; in 2024 a one-time election allowed options in lieu of part/all RSUs at a 2:1 option-to-RSU ratio, with same vesting schedule. No performance (TSR/financial/ESG) metrics apply to director equity grants .
| Metric | Applies to Directors? | Notes |
|---|---|---|
| Revenue growth, EBITDA, TSR percentile | No | Director equity is time-based; performance metrics apply to executives, not non-employee directors |
| Clawback policy | Yes | Company maintains clawbacks applicable to cash and equity incentives |
Other Directorships & Interlocks
- Current public interlocks: None disclosed for Bush .
- Related-party exposure context: SK ecoplant holds ~10.2% of BE and is party to voting agreements with the CEO; Audit Committee pre-approved certain SK-related transactions and delegated authority to the Audit Chair (Bush) to approve related party transactions between meetings—heightened oversight area .
Expertise & Qualifications
- Capital markets and finance, government/public policy/regulatory, risk management, and corporate governance; recognized as one of NACD’s Top 100 directors. Designated Audit Committee Financial Expert; brings international finance experience valuable to project finance and global expansion .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 143,291 | Feb 28, 2025 | Includes 50,000 options exercisable within 60 days; <1% of outstanding |
| Deferred stock units (DSUs) | 50,804 | Feb 28, 2025 | Not included in beneficial ownership table totals |
| Outstanding RSUs | 15,552 | Dec 31, 2024 | Listed in director award summary |
| Outstanding stock options | 50,000 | Dec 31, 2024 | Listed in director award summary |
| Shares after 11/5/2025 sale | 133,524 | Nov 5, 2025 | Per Form 4 filing |
| Ownership guidelines | 4x annual cash retainer; 100% compliance (end of 2024) | Policy | Must retain 100% of net shares until compliant; DSUs count toward requirement |
| Hedging/pledging | Prohibited | Governance practice | Company prohibits hedging and pledging of company stock |
Insider Trades
| Date | Type | Shares | Price (weighted avg) | Proceeds | Post-Trade Holdings |
|---|---|---|---|---|---|
| Nov 5, 2025 | Sale | 36,000 | $142.82 | $5,141,520 | 133,524 |
Note: Sale executed across $142.69–$143.27; full breakdown available upon request per Form 4 . Coverage corroborated by third-party summaries .
Governance Assessment
-
Strengths: Independent director; Audit Chair and Financial Expert; deep capital markets and regulatory experience; strong committee oversight over ERM, cybersecurity, related-party transactions, and financing. Attendance standards met at Board level; independent executive sessions held each meeting; robust stock ownership policy with full compliance at YE 2024 .
-
Incentive alignment: Director pay mix skews toward equity ($200k RSUs), with modest cash retainers ($110k for Audit Chair role and Board service); equity vests based on service, encouraging longer-term alignment; clawbacks in place .
-
Potential conflicts/RED FLAGS:
- SK ecoplant related-party transactions: Audit Committee pre-approvals and delegated authority to Audit Chair to approve transactions outside meetings require vigilant monitoring given SK’s ~10.2% stake and voting agreements with CEO—concentration of influence is a governance sensitivity .
- Combined Chair/CEO structure: Board maintains Lead Independent Director role with defined authorities to mitigate risks; still a structural consideration for investors .
- Insider sale: 36,000 shares sold on 11/5/2025; not inherently a red flag but noteworthy for skin‑in‑the‑game tracking .
-
Signals: Board emphasizes ERM/cyber oversight; independent committees are 100% independent; prohibitions on hedging/pledging; strong stockholder engagement program and ownership policy compliance .