Jane Okun Bomba
About Jane Okun Bomba
Independent director (since April 2019), age 62. President of Saddle Ridge Consulting, LLC since January 2018, advising on investor relations, corporate perception and governance, transaction integration, HR, and ESG. Former EVP and Chief Administrative Officer at IHS Markit Ltd. (led ~450 global employees across HR, Marketing, Communications, Sustainability, Investor Relations). Earlier roles in investor relations and corporate finance at Velocom, MediaOne, Northwest Airlines, American Airlines; started as a CPA at PwC. Degrees: BGS and MBA from University of Michigan; graduate studies at Stockholm School of Economics; director education at Kellogg (Women’s Director Development Program) and the Directors’ Consortium . She serves on Clarivate Plc’s board and several non-profit/academic boards; member of International Women’s Forum . BV Board has determined she is independent (NYSE standards) and Audit Committee independent under Exchange Act Rule 10A‑3(b)(1) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saddle Ridge Consulting, LLC | President | Jan 2018–present | Advises on IR, governance, HR, ESG |
| IHS Markit Ltd. | EVP, Chief Administrative Officer | 2004–2017 | Led 450+ global staff in HR, Marketing, Comms, Sustainability, IR |
| Genesis, Inc. | Partner | Not disclosed | Advisory/leadership |
| Velocom Inc. | Head of Investor Relations | Not disclosed | Investor relations leadership |
| MediaOne Group, Inc. | Investor Relations | Not disclosed | Investor relations |
| Northwest Airlines Corp. | Corporate Finance mgmt. roles | Not disclosed | Corporate finance |
| American Airlines, Inc. | Corporate Finance mgmt. roles | Not disclosed | Corporate finance |
| PricewaterhouseCoopers | CPA | Not disclosed | Audit/accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clarivate Plc (NYSE: CLVT) | Director | Current | Provider of “transformative intelligence” |
| Kickstart International | Board member | Current | Non-profit |
| University of Michigan – Ross School Dean’s Advisory Board | Member | Current | Academic advisory |
| University of Michigan – LSA Dean’s Advisory Committee | Member | Current | Academic advisory |
| International Women’s Forum | Member | Current | Professional network |
Board Governance
- Committee assignments: Audit Committee Chair; members Abrahamson, Lopez, Okun Bomba. All Audit members financially literate; all qualify as “audit committee financial experts” per SEC regs .
- Oversight scope: financial reporting integrity, internal controls, auditor independence, risk assessment/risk management, internal audit, cybersecurity oversight, related-party transaction review (Item 404), confidential whistleblower procedures .
- Attendance/engagement: FY2024—Board 5 meetings, Audit 6, Compensation 5, N&CG 4; no director attended fewer than 75% of aggregate Board and committee meetings; all directors at last annual meeting .
- Independence determinations: Board majority independent; Ms. Okun Bomba independent under NYSE and Rule 10A‑3(b)(1) . Executive sessions of independent/non-management directors are regularly scheduled .
- Shareholder support: 2025 election results—For 137,517,181; Withheld 1,190,344; broker non-votes 4,639,069 . 2024 results—For 125,454,460; Withheld 13,665,371; broker non-votes 4,577,049 .
Fixed Compensation
| Component | FY2024 Amount | Policy/Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-Employee Directors; payable quarterly; may elect 0/50/100% in stock |
| Audit Committee Chair retainer | $20,000 | Payable quarterly |
| Audit Committee membership retainer | Not stacked for Chair (implied by totals) | Members receive $10,000; chairs receive chair retainer (Jane’s total cash $100,000 suggests chair fee supplants member fee) |
| Meeting fees | $0 | No per-meeting fees; travel/lodging reimbursed |
FY2024 Director Compensation (Jane Okun Bomba):
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (grant-date fair value) | $120,000 (RSUs) |
| Total | $220,000 |
| Cash paid in stock election | Elected all or a portion of fees in stock |
Performance Compensation
| Equity Award | Grant Value | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (Non-Employee Director) | $120,000 | Unvested RSUs outstanding: 13,812 units as of 9/30/2024 | 100% on the earlier of the business day before next annual meeting or change in control; forfeiture on termination before vesting | None disclosed for directors (time-based vesting only) |
Other Directorships & Interlocks
- Current public company board: Clarivate Plc (NYSE: CLVT) .
- No related-party transactions involving Ms. Okun Bomba are disclosed. The proxy details financing/underwriting engagements with KKR Capital Markets and affiliates; these are overseen under the Related Persons Transaction Policy by the Audit Committee and do not reference Ms. Okun Bomba personally .
Expertise & Qualifications
- Financial, risk management, corporate governance, HR/compensation, sustainability/ESG expertise; knowledge of public company financial analyses; audit committee financial expert .
- CPA background and extensive investor relations/corporate finance experience (PwC, airlines, telecoms) .
- Board education programs (Kellogg WDDP; Directors’ Consortium) .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Beneficial ownership (Common Stock) | 99,185 shares; less than 1% of outstanding |
| Options (exercisable within 60 days) | 0 |
| Unvested RSUs | 13,812 units (as of 9/30/2024) |
| Director stock ownership guideline | 5x annual cash retainer; compliance expected within 5 years of later of March 13, 2019 or appointment; after attaining, retain 30% of net shares until retirement |
| Hedging/Pledging | Hedging prohibited; directors/Section 16 officers must notify CLO prior to pledging |
Governance Assessment
- Board effectiveness: Chairing the Audit Committee with “financial expert” status, breadth of oversight (financial reporting, controls, risk, cybersecurity) and active ERM involvement signal strong governance and risk oversight .
- Independence and attendance: Independent director with solid attendance; participated in executive sessions; strong shareholder support in 2025 .
- Alignment: Takes equity annually; can take cash retainer in stock; stock ownership guidelines drive alignment; unvested RSUs outstanding .
- Conflicts/related-party exposure: No related-party transactions disclosed for Ms. Okun Bomba; Audit Committee reviews Item 404 transactions; KKR-related market engagements disclosed separately and subject to policy .
RED FLAGS
- None disclosed: no meeting fees; hedging prohibited; no pledging disclosed; no related-party transactions involving Ms. Okun Bomba identified in the proxy .