Henry Bartoli
Babcock & Wilcox EnterprisesAbout Henry E. Bartoli
Independent director at Babcock & Wilcox (BW) since 2020; age 78. Former Chief Strategy Officer at B&W (2018–2020) and longstanding power industry executive, including President & CEO of Hitachi Power Systems America (2004–2014), EVP at The Shaw Group (2002–2004), and senior leadership roles at Foster Wheeler (1992–2002); earlier career at Burns and Roe (1971–1992). Holds B.S. in Mechanical Engineering (Rutgers) and M.S. in Mechanical Engineering (NJIT); professional engineering licenses historically in CA, KY, NJ; prior board service includes FERMILAB, Rutgers University Board of Trustees, and the Nuclear Energy Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Babcock & Wilcox | Chief Strategy Officer | 2018–2020 | Corporate strategy leadership |
| Hitachi Power Systems America | President & CEO | 2004–2014 | Led U.S. power systems business |
| The Shaw Group | Executive Vice President | 2002–2004 | Senior executive, energy projects |
| Foster Wheeler Ltd. | Group Executive & Corporate SVP, Energy Equipment Group; Corporate VP & Group Executive, Power Systems Group | 1992–2002 | Energy equipment and power systems leadership |
| Burns and Roe Enterprises | Various roles of increasing responsibility | 1971–1992 | Engineering and project execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FERMILAB | Member of Board of Directors | (served; timing not specified) | U.S. DOE particle physics laboratory |
| Rutgers University | Board of Trustees (former) | (former) | Governance of academic institution |
| Nuclear Energy Institute | Board of Directors (former) | (former) | Industry association governance |
Board Governance
- Class III director; term shown as expiring in 2027 under current classified structure .
- Committee membership: none listed (not a member of Audit & Finance, Compensation, Governance, or Related Party Transactions) .
- Independence: determined “not independent” due to consulting relationship with the Company .
- Board leadership context: Chairman is non-independent (Kenneth M. Young); Alan B. Howe designated Lead Independent Director .
- Attendance and engagement: Board met 16 times in 2024; all directors attended at least 80% of Board and applicable committee meetings; all directors except Naomi L. Boness and Rebecca L. Stahl attended the 2024 annual meeting—implies Bartoli attended .
- Director stock ownership guidelines: non-employee directors must own at least 5× annual base retainer or hold ≥50% of net shares from equity awards until in compliance .
Fixed Compensation
| Item (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Annual Director Cash Retainer | $85,000 | $85,000 |
| Committee Chair Fees (program terms) | Audit Chair $20,000; Comp/Gov/RPT Chairs $10,000; Lead Director $20,000; Independent Chair $100,000 (if applicable) | Audit Chair $20,000; Comp/Gov/RPT Chairs $10,000; Lead Director $20,000; Independent Chair $100,000 (if applicable) |
| Meeting Fees | Not disclosed (no meeting fees) | Not disclosed (no meeting fees) |
Notes: Bartoli is not a committee chair, so incremental chair fees did not apply to him .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Annual director RSU grant | May 15, 2024 | 84,821 | $95,000 | Vests on earlier of May 15, 2025 or 2025 annual meeting, or upon change in control |
| Consulting RSUs (2024) | Jan 4, 2024 | 30,000 | $33,600 | 50% on Jun 30, 2024; 50% on Dec 31, 2024 (subject to continued service) |
| Consulting RSUs (2025) | Jan 1, 2025 | 43,353 | Not stated | 50% on Jun 30, 2025; 50% on Dec 31, 2025 (subject to continued service) |
- Director equity practice: annual RSUs sized at $95,000 divided by closing price; time-based vesting as above; no deferrals elected by directors for 2024 .
- Performance metrics: none disclosed for director RSUs (time-based vesting); no PSUs or performance goals tied to director equity .
Employment & Contracts
- Consulting agreement: entered November 2020; extensions through Dec 31, 2023; amended again for 2024 (through Dec 31, 2024; terminable by either party on 30 days’ notice) and for 2025 (through Dec 31, 2025; subject to earlier termination per agreement) .
- Consideration:
- 2024: $18,750 monthly fee and 30,000 RSUs vesting 50% on Jun 30, 2024 and 50% on Dec 31, 2024 .
- 2025: $12,500 monthly fee and 43,353 RSUs vesting 50% on Jun 30, 2025 and 50% on Dec 31, 2025 .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| None disclosed (public companies) | — | No other public company directorships reported for Bartoli |
Context: Board considered transactions with B. Riley (significant stockholder) when assessing independence of other directors; Bartoli’s non-independence arises from his consulting relationship with BW .
Expertise & Qualifications
- Financial expertise; power generation; manufacturing; engineering & construction; utilities and transmission; international operations; emerging energy technologies; strategy/M&A; risk management; ESG; cybersecurity; legal/governance/business conduct per Board’s competencies chart .
- Mechanical engineering degrees and prior executive leadership roles strengthen oversight of strategy and operations in energy and industrial markets .
Equity Ownership
| Ownership Snapshot | Dec 31, 2024 | Mar 1, 2025 |
|---|---|---|
| Unvested RSUs outstanding | 128,174 | — |
| Stock options outstanding | 3,639 | — |
| Beneficially owned common shares | — | 368,366; <1% of class |
- Stock ownership guidelines: 5× annual retainer for non-employee directors; directors not yet compliant must hold ≥50% of net shares from equity awards until compliant .
- Compliance: all directors were in compliance or within five-year accumulation period as of March 1, 2024 .
- No hedging or pledging: directors, officers, employees prohibited from hedging or pledging BW securities; short sales also prohibited .
Compensation Structure Analysis
| Component (USD) | FY 2023 | FY 2024 | YoY Change |
|---|---|---|---|
| Cash Fees | $85,000 | $85,000 | $0 |
| Stock Awards (Director RSUs) | $94,998 | $95,000 | +$2 |
| All Other (Consulting) | $225,000 | $245,250 | +$20,250 |
| Total | $404,998 | $354,300 | −$50,698 |
Observations:
- Mix shifted modestly with higher “all other” (consulting) in 2024; total director-related/consulting compensation declined YoY due to lower aggregate total despite higher consulting .
- Equity remains time-based RSUs; no director options granted in 2023–2024, though Bartoli uniquely retains legacy options (3,639) .
Related Party Transactions & Conflicts
- Active consulting relationship with B&W: monthly cash fees and RSU grants tied to continued service in 2024–2025; Board deems Bartoli not independent due to this relationship .
- RED FLAG: Consulting arrangement creates potential conflict of interest and alignment concerns for a sitting director; compensation derived from management engagement rather than solely board service .
- Governance mitigants: robust Related Party Transactions Committee (independent directors; met nine times in 2024) oversees related party transactions .
Director Compensation
| Category | FY 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Stock Awards (Director RSUs) | $95,000 |
| All Other Compensation (Consulting cash + RSU value) | $245,250 |
| Total | $354,300 |
Program features: annual director RSUs sized at $95,000 with time-based vesting; chair retainers for committee leadership; no deferrals elected in 2024 .
Governance Assessment
- Strengths: extensive industry and financial expertise; strong attendance (≥80%) and annual meeting participation; meaningful equity stake; hedging/pledging prohibited; independent committees and active oversight processes .
- Concerns/RED FLAGS: non-independence status explicitly due to consulting with the Company; ongoing paid consulting plus RSU grants create potential conflicts and may impair perceived board objectivity; Bartoli is the only non-employee director with legacy options outstanding, an atypical feature for director pay structures .
- Net view: Valuable technical and strategic expertise but independence risk is material; investors should monitor scope, deliverables, and approval processes around the consulting arrangement, and any votes or recusals on matters where conflicts could arise (e.g., compensation, related-party reviews) .