Alan Howe

About Alan B. Howe

Alan B. Howe (age 63) has served on Babcock & Wilcox Enterprises’ Board since 2019 and is the Lead Independent Director. He chairs the Governance Committee and serves on the Audit & Finance and Related Party Transactions Committees. Howe is Managing Partner of Broadband Initiatives, LLC (since 2001) with over 30 years of operational, corporate finance, and turnaround experience; he has served on more than 29 public company boards and is also Lead Independent Director at NextNav. In January 2025, he joined the San Diego Rescue Mission’s board .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE standards; Board reviewed related party transactions and found no material relationship affecting independence for Howe .
• Lead Independent Director: Presides over executive sessions, approves agendas/schedules, liaises with Chair/CEO, may call meetings of independent directors, ensures information quality .
• Committee assignments (2024):
  • Audit & Finance: Member; Board designated Howe as an “audit committee financial expert” .
  • Governance: Chair (since May 2024), responsible for director nominations, governance principles, evaluations, orientation/education, and succession planning .
  • Related Party Transactions: Member; reviews/approves Item 404 transactions .
• Attendance: Board met 16 times in 2024; all directors attended 80%+ of Board/committee meetings during service; Howe attended the 2024 annual meeting (exceptions were Boness and Stahl) .
• Board reforms: 2025 proposals to declassify Board by 2027 and eliminate supermajority voting requirements, aligning with governance best practices .

Fixed Compensation (Director pay – 2024)

Stock awards are computed per ASC 718; directors could elect deferral of stock awards under the 2021 LTIP, but none did for 2024 .

Performance Compensation

Clawback policy: Adopted per SEC/NYSE for executives; recovery of incentive comp tied to financial metrics upon restatement within 3 prior fiscal years .
Hedging/pledging: Prohibited for directors and officers; short sales also prohibited .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and audit expertise; designated audit committee financial expert .
• Corporate governance leadership, turnaround experience, M&A, strategy, and risk oversight; broad multi-industry exposure (telecom, software, IT services, manufacturing, semiconductors, environmental tech) .
• Lead roles at multiple boards; governance best-practice focus via committee leadership .

Equity Ownership

Outstanding shares basis: 98,404,024 as of March 10, 2025 .
Director stock ownership guideline: ≥5x annual base retainer or hold at least half of net shares from equity awards until guideline met .

Governance Assessment

• Strengths

  • Independent Lead Director with robust responsibilities; strong committee leadership (Governance chair) and membership across Audit & Finance and Related Party Transactions supports board effectiveness and oversight .
  • High engagement: 16 meetings; directors ≥80% attendance; Howe attended annual meeting .
  • Disciplined director compensation structure with modest cash retainers and time-based RSUs; clear ownership guidelines enhancing alignment .
  • Board proactively advancing declassification and removal of supermajority provisions, signaling responsiveness to shareholder governance norms .

• Watch items / potential red flags

  • Company-level control environment: 2024 audit report included going concern explanatory paragraph and material weaknesses in internal control over financial reporting; Howe’s Audit & Finance involvement underscores importance of remediation and audit firm transition to BDO .
  • Significant shareholder (B. Riley) retains nomination and pre-emptive rights; while the Board judged no material independence impairment, governance vigilance is warranted via Related Party Transactions Committee (which includes Howe) .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: ~96.3% support, indicating strong shareholder endorsement of compensation framework; relevant to board oversight and investor confidence .

Compensation Committee Analysis

Related Party Transactions (Director-focused)

• Oversight: Related Party Transactions Committee (including Howe) reviews Item 404 transactions .
• Independence review: Board considered B. Riley-related dealings; determined no material relationships for independent directors (including Howe) .

Risk Indicators & Red Flags

• Internal control material weaknesses and going concern emphasis in 2024 audit; audit firm change in April 2025 to BDO; continued oversight needed by Audit & Finance committee .
• No hedging/pledging permitted; strong policy mitigates alignment risk .
• Section 16 compliance: Generally compliant; one late Form 4 by CEO in 2024 (not involving Howe) .

Stock Ownership Guidelines (Directors)

• Requirement: 5x base cash retainer or a holding requirement of at least half of net shares from Company equity awards until guideline met .
• Alignment: Howe’s beneficial holdings and RSUs indicate meaningful equity exposure; percentage of class <1% consistent with company size .

Notes on Attendance and Engagement

• Executive sessions: Independent directors meet at conclusion of each regular Board meeting; Howe presides as LID .
• Orientation/education: Governance Committee oversees director onboarding and continuing education at least biennially .

Overall implication: Howe’s independent status, LID role, audit financial expertise, and governance leadership provide a stabilizing influence during a period of control remediation and structural governance reforms. Vigilance over internal controls, audit transition, and related-party oversight remains critical to investor confidence .