Naomi Boness
Babcock & Wilcox EnterprisesAbout Naomi L. Boness
Naomi L. Boness, Ph.D., age 48, has served on Babcock & Wilcox Enterprises’ Board since 2023. She is Managing Director of Stanford University’s Natural Gas Initiative (since 2019) and Co‑Managing Director of the Stanford Hydrogen Initiative (since 2021), with a background in reservoir geophysics and techno‑economic modeling; she previously held technical and management roles at Chevron from 2006–2019. Dr. Boness is an independent director, serves on the Audit & Finance and Related Party Transactions Committees, and has been designated an “audit committee financial expert.” Degrees: Ph.D. Geophysics (Stanford), M.S. Geological Sciences (Indiana University), B.S. Geophysics (University of Leeds) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Technical and management positions | 2006–2019 | Energy sector operator experience; technology commercialization exposure |
| Stanford University | Managing Director, Natural Gas Initiative | 2019–present | Academia–industry bridge; energy systems expertise |
| Stanford University | Co‑Managing Director, Hydrogen Initiative | 2021–present | Hydrogen strategy and ecosystem leadership |
External Roles
| Organization | Public/Private | Role | Tenure/Notes |
|---|---|---|---|
| Aemetis, Inc. | Private (as described by BW) | Director | Renewable fuels company |
| geCKo Materials | Private | Director | Adhesive developer |
| Ambient Fuels, LLC | Private | Advisory Board Chair | Green energy developer |
| Ammobia; Veriten; EvolOH | Private | Advisor | Early‑stage energy tech |
| Renewable Natural Gas Coalition | — | Advisory Committee member | Industry engagement |
| Partnership to Address Global Emissions | — | Advisory Council member | Emissions policy/tech |
| Open Hydrogen Initiative | — | Independent Expert Panel | Technical standards |
| Society of Exploration Geophysicists | — | Past Chair, Oil & Gas Reserves Committee | Technical leadership |
| C3E (Women in Clean Energy) | — | Ambassador | DEI advocacy in energy |
Board Governance
- Independence: Board determined Dr. Boness is independent under NYSE standards .
- Committees: Audit & Finance (member); Related Party Transactions (member). Audit & Finance met 9x in 2024; Related Party Transactions met 9x in 2024 .
- Financial expertise: Designated by the Board as an “audit committee financial expert” .
- Attendance: Board met 16x in 2024; all directors attended ≥80% of Board and committee meetings. She did not attend the 2024 annual meeting (May 15, 2024) .
- Board structure: Seven directors; Lead Independent Director is Alan B. Howe; Board pursuing declassification and removal of supermajority provisions (subject to stockholder approval) .
- Overboarding policy: Non‑employee directors limited to three total public company boards; all directors in compliance .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock .
- Say‑on‑pay signal: 96.3% approval at 2024 annual meeting (advisory) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Non‑employee director retainer |
| Committee chair fees | $0 | Not a committee chair; chairs receive $10–20k depending on committee |
| Lead Independent Director fee | $0 | Not applicable |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 15, 2024 | 84,821 | $95,000 | Vest on earlier of May 15, 2025 or 2025 annual meeting |
| Equity program design | — | — | — | Directors typically receive annual RSUs equal to $95,000 grant‑date value |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Potential Interlocks/Conflicts Disclosed |
|---|---|---|---|---|
| Aemetis, Inc. | Private (per BW) | Director | Not disclosed | None disclosed in BW filings |
| geCKo Materials | Private | Director | Not disclosed | None disclosed in BW filings |
| Ambient Fuels | Private | Advisory Board Chair | Not disclosed | None disclosed in BW filings |
| Other advisory/committee roles (industry bodies) | — | Member/Advisor | — | None disclosed in BW filings |
No current public company directorships are disclosed for Dr. Boness in BW’s proxy; accordingly, no public board interlocks are identified in BW’s filing .
Expertise & Qualifications
- Energy transition and decarbonization: Hydrogen, natural gas, carbon management; connects technology developers with industry for deployment at scale .
- Technical: Reservoir geophysics; techno‑economic modeling .
- Governance/financial: Audit committee financial expert designation; serves on Audit & Finance and Related Party Transactions Committees .
- Education: Ph.D. Stanford (Geophysics); M.S. Indiana University; B.S. University of Leeds .
Equity Ownership
| Metric | Amount | As Of/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 19,709 | As of March 1, 2025; <1% of outstanding |
| Unvested RSUs outstanding | 84,821 | As of December 31, 2024 (annual director grant) |
| Ownership guidelines | 5x annual base retainer; or hold 50% of net shares until compliant | Director policy; individual compliance not disclosed |
| Hedging/pledging status | Prohibited by Company policy | Policy applies to directors |
Governance Assessment
-
Strengths
- Independent director with designated audit committee financial expert status; active roles on Audit & Finance and Related Party Transactions Committees enhance oversight of financial reporting, internal controls, and related‑party risk .
- Strong technical and energy transition credentials aligned to BW’s ClimateBright/BrightLoop strategy, potentially additive for decarbonization and hydrogen opportunities .
- Director pay structure balanced (cash $85k; equity $95k) with equity vesting tied to continued service; stock ownership guidelines promote alignment .
-
Watch items / potential red flags (context for investor confidence)
- Company‑level control and liquidity signals: 2024 audit report included a going‑concern explanatory paragraph and disclosed multiple material weaknesses in internal control over financial reporting—areas directly overseen by the Audit & Finance Committee on which she serves .
- Related‑party environment: Extensive related‑party arrangements involving the CEO’s prior consulting through B. Riley and OpenSky and B. Riley’s investor rights; mitigated by an independent Related Party Transactions Committee (of which Dr. Boness is a member) .
- Annual meeting attendance: Did not attend the 2024 annual meeting (though overall Board/committee attendance met ≥80% threshold), a minor engagement signal to monitor .
-
Board refresh and accountability signals
- The Board is seeking stockholder approval to declassify and to remove supermajority voting requirements—positive governance moves toward annual director accountability .
- 2024 say‑on‑pay support was 96.3%, indicating broad investor support for compensation governance framework .
Appendix: Committee Assignments (2024)
| Committee | Members | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit & Finance | Stahl (Chair), Boness, Howe, Tato | 9 | Boness designated audit committee financial expert |
| Related Party Transactions | Tato (Chair), Boness, Howe, Moeller, Stahl | 9 | Reviews/approves Item 404 transactions |
| Compensation | Tato (Chair), Moeller, Stahl | 9 | Independent members; no interlocks; Boness not a member |
| Governance | Howe (Chair), Moeller, Tato | 4 | Board eval, nominations, education |
All citations: .