Joseph Tato
Babcock & Wilcox EnterprisesAbout Joseph A. Tato
Independent director since 2020; age 71. He serves on Audit & Finance, Governance, and chairs both the Compensation Committee and the Related Party Transactions Committee; the Board has determined he is independent and an audit committee financial expert. The Board met 16 times in 2024 and all directors attended at least 80% of Board and committee meetings; with the exception of two directors, all attended the May 15, 2024 annual meeting, which includes Mr. Tato. His core credentials are energy and infrastructure project development and finance leadership across major law firms and global transactions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steptoe LLP | Senior Counsel (Project Development & Finance; energy transactional matters) | 2024–present | Focused on project development, finance and energy transactions globally |
| Covington & Burling LLP | Partner (2020–2024); Senior Counsel (2024); Project Development & Finance; Africa and Latin America Practice Groups | 2020–2024 | Led project dev/finance; cross-border energy work |
| DLA Piper LLP | Partner; Chair, Projects & Infrastructure Group; Co‑Chair, Energy Sector Group; Africa Committee member | 2012–2020 | Led large energy/infrastructure mandates; sector leadership |
| LeBoeuf, Lamb, Greene & MacRae (Dewey & LeBoeuf) | Chair, Global Project Finance and Africa Practice | 1983–2012 | Directed global project finance; Africa transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cameroon Enterprises, LLC | Director | 2017–present | Private entity directorship |
| Covanta Energy Corporation | Director | 2000–2004 | Prior public company board |
| SITA U.S.A. (subsidiary of Suez SA) | Assistant Secretary & Counsel to Board | 1996–1999 | Governance/legal role at subsidiary of a global utility |
Board Governance
- Committee assignments and chair roles: Member, Audit & Finance; Chair, Compensation (appointed May 2024); Member, Governance (stepped down as Governance Chair May 2024); Chair, Related Party Transactions. Audit & Finance met 9x, Compensation 9x, Governance 4x, Related Party Transactions 9x in 2024.
- Independence and expertise: Board determined Mr. Tato is independent and an SEC-defined “audit committee financial expert.”
- Attendance and engagement: Board met 16 times in 2024; all directors attended ≥80% of Board/committee meetings. All directors except Naomi L. Boness and Rebecca L. Stahl attended the 2024 annual meeting (implies Mr. Tato attended).
- Leadership/structure: Lead Independent Director (Alan Howe) in place to chair executive sessions; CEO is Chair (non-independent).
- Governance enhancements: Board proposed declassification by 2027 and removal of 80% supermajority requirements—actions that can increase accountability to shareholders.
- Related-party oversight: RPT Committee reviews Item 404 transactions under formal policy; Mr. Tato chairs this committee.
- Overboarding policy: Limit of three total public boards for non-employee directors; Board states all members compliant.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Non-employee director base retainer; paid quarterly |
| Committee chair fees | $10,000 | Compensation Committee chair retainer |
| Committee chair fees | $10,000 | Related Party Transactions Committee chair retainer |
| Total cash fees earned (2024) | $105,000 | Reported for Mr. Tato in 2024 |
| Meeting fees | $0 | No per‑meeting fees disclosed |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 05/15/2024 | Restricted Stock Units | 84,821 | $95,000 | Earlier of 05/15/2025 or 2025 Annual Meeting; change‑in‑control accelerates |
- Directors typically receive time-based RSUs; no director performance metrics (e.g., TSR/EBITDA) disclosed for director equity in 2024, and no director deferrals elected.
- Director stock ownership guidelines: 5x annual base retainer; hold ≥50% of net shares until guideline met.
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Notes |
|---|---|---|---|
| Covanta Energy Corporation | Prior | Director (2000–2004) | Prior public board; no current interlock disclosed |
| Cameroon Enterprises, LLC | Current | Director | Private company; no related-party transactions disclosed |
| SITA U.S.A. (Suez SA subsidiary) | Prior | Assistant Secretary & Board Counsel | Subsidiary governance/legal role |
Expertise & Qualifications
- Energy and infrastructure project development and finance leadership; counsel on major PPPs in energy and water, U.S. and globally.
- Audit committee financial expert; financial reporting, controls, compliance, and risk oversight experience.
- International operations and emerging energy technologies competence per Board competency matrix.
- Legal/governance and business conduct expertise relevant to compensation and related-party oversight.
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Joseph A. Tato | 84,267 | <1% | As of March 1, 2025; address: company HQ |
| Unvested RSUs (12/31/2024) | 84,821 | n/a | Outstanding unvested RSUs |
- Company policy prohibits directors from hedging or pledging Company stock; short sales also prohibited.
- Director ownership guideline requires 5x base retainer; counting shares held outright and unvested RSUs; individual compliance status not disclosed.
Governance Assessment
- Board effectiveness: Mr. Tato holds critical governance roles (Compensation Chair and RPT Chair) and serves on Audit & Finance and Governance, aligning with his legal/finance expertise and contributing to oversight rigor.
- Independence and capacity: Independent status with audit financial expert designation supports credibility on compensation design, pay governance, and related-party scrutiny.
- Pay governance quality: Compensation Committee comprised solely of independent directors; uses an independent consultant (Willis Towers Watson) and maintains clawbacks, strong ownership guidelines, and prohibits pledging/hedging—investor-friendly safeguards.
- Conflicts oversight: Active RPT Committee with formal policy; significant related-party complexity around CEO historical arrangements (B. Riley/BRPI/OpenSky) was disclosed and overseen—ongoing vigilance warranted.
- Risk indicators: Auditor change in April 2025 with prior auditor’s going‑concern emphasis and disclosed material weaknesses in internal control over financial reporting (COSO elements) elevate the importance of Audit & Finance Committee oversight where Mr. Tato serves; improvement signals should be monitored.
- Shareholder alignment: Board proposals to declassify and remove supermajority provisions can improve accountability and responsiveness to shareholder input—positive governance signal.
RED FLAGS to monitor
- Internal control material weaknesses and prior going‑concern emphasis—raises scrutiny on audit and risk oversight effectiveness.
- History of third‑party CEO compensation arrangements and retention/special bonuses—RPT and Compensation Committee processes should continue to demonstrate robust independence and rationale.
Positive signals
- Independent director with audit financial expertise leading Compensation and RPT Committees during shareholder‑friendly governance reforms (declassification, elimination of supermajority).