Philip Moeller
Babcock & Wilcox EnterprisesAbout Philip D. Moeller
Independent director of Babcock & Wilcox Enterprises since 2020 (Class III; term currently runs to 2027). Age 63. Executive Vice President, Business Operations Group & Regulatory Affairs at the Edison Electric Institute (EEI) since 2016; previously a Federal Energy Regulatory Commission (FERC) Commissioner from 2006–2015. BA in Political Science from Stanford University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Energy Regulatory Commission (FERC) | Commissioner | 2006–2015 | Championed wholesale electricity market improvements and investment in transmission and gas pipeline infrastructure; enhanced power-gas coordination. |
| Alliant Energy Corporation | Head of Washington, D.C. office | Not disclosed | Federal policy interface for utility; government affairs leadership. |
| U.S. Senator Slade Gorton (R‑WA) | Senior Legislative Assistant for Energy Policy | Not disclosed | Energy policy development and legislative strategy. |
| Washington State Senate Energy & Telecommunications Committee | Staff Coordinator | Not disclosed | State-level energy/telecom policy coordination. |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Edison Electric Institute (EEI) | EVP, Business Operations Group & Regulatory Affairs | 2016–present | Oversees energy supply/finance, delivery, services, federal/state regulatory issues, and international affairs for IOU trade association. |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent by BW’s Board under NYSE and company categorical standards. |
| Board tenure | Director since 2020; current Class III director (term to 2027). |
| Committee assignments (2024) | Compensation (Member), Governance (Member), Related Party Transactions (Member). |
| Committee meeting cadence (2024) | Compensation: 9 meetings; Governance: 4 meetings; Related Party Transactions: 9 meetings. |
| Attendance | Board met 16 times in 2024; all directors attended ≥80% of Board and applicable committee meetings. |
| Leadership context | Lead Independent Director: Alan B. Howe; independent directors hold executive sessions at the end of each regular Board meeting. |
| Overboarding policy | Limit of 3 public boards for non-employee directors; all directors in compliance. |
Fixed Compensation
| Component | Amount | Period/Grant Date | Notes |
|---|---|---|---|
| Annual cash retainer | $85,000 | 2024 | Standard non-employee director retainer; no meeting fees. |
| Equity grant (RSUs) – grant-date fair value | $95,000 | May 15, 2024 | Directors received RSUs equal to $95,000; vests at earlier of one year or 2025 annual meeting. |
| Equity grant (RSUs) – shares granted | 84,821 | May 15, 2024 | Number of RSUs awarded to each non-employee director on 5/15/2024. |
| Total 2024 director compensation | $180,000 | 2024 | Cash $85,000 + Stock awards $95,000. |
Performance Compensation
- Non-employee director pay does not include performance-based cash or PSU metrics; director equity grants are time-based RSUs vesting after ~1 year (earlier of one year or next annual meeting). No deferrals elected by directors for 2024.
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Financial/TSR/ESG performance goals | No | Director equity is time-based only; no AIP or PSU metrics for directors. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company board service disclosed for Moeller. |
Potential interlocks/conflicts oversight:
- Moeller serves on BW’s Related Party Transactions Committee, which met 9 times in 2024 and reviews/approves transactions under Item 404 (e.g., B. Riley arrangements).
Expertise & Qualifications
- Regulatory/policy leadership across federal/state arenas; utility and power transmission/distribution expertise; power generation; international operations; strategy/M&A; legal/governance/business conduct; risk management; ESG; cybersecurity (per Board competency matrix).
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 102,738 shares (as of March 1, 2025). |
| Ownership as % of outstanding | Less than 1% (based on company disclosure). |
| Unvested RSUs (director grant) | 84,821 RSUs outstanding as of 12/31/2024 (scheduled to vest by 2025 annual meeting). |
| Stock options | None disclosed for Moeller (only Bartoli held options at 12/31/2024). |
| Pledging/Hedging | Company policy prohibits directors from hedging or pledging company stock. |
| Director stock ownership guideline | 5× annual cash retainer; hold at least half of net shares until guideline met. |
| Compliance status | As of March 1, 2024, all directors were in compliance or within the five-year period to satisfy guidelines. |
Governance Assessment
-
Strengths and investor-alignment signals
- Independent director with deep regulatory/utility domain expertise; serves on Compensation, Governance, and Related Party Transactions Committees—key levers for oversight of pay, board refreshment, and conflicts.
- Solid engagement: Board met 16 times in 2024; all directors ≥80% attendance; committees where Moeller serves were active (Comp: 9; Gov: 4; RPT: 9).
- Shareholder-aligned pay structures at the director and executive levels: strong clawback policy, no hedging/pledging, double-trigger CIC equity, no tax gross-ups; high 2024 say‑on‑pay support (96.3%), reflecting confidence in Compensation Committee (where Moeller serves).
- Governance enhancements on ballot: proposals to declassify the Board beginning 2027 and remove supermajority provisions—both aligned with best practices and accountability.
-
Conflicts oversight and potential red flags
- Significant stockholder B. Riley holds ~29.29% and historically had rights to nominate one director; CEO had prior consulting and retention arrangements via B. Riley affiliates and then OpenSky, LLC before moving to a direct employment agreement in Dec 2024—areas that heighten related‑party scrutiny. RPT Committee (including Moeller) oversees such transactions; Board determined no material relationships affecting independence of independent directors.
- Auditor transition (Deloitte to BDO) in April 2025; Deloitte’s 2024 report included a going-concern emphasis and multiple material weaknesses in ICFR cited in the 2024 10‑K—company‑level governance risk, though primary oversight sits with the Audit & Finance Committee (Moeller is not a member).
-
Overall view: Moeller brings high-relevance utility/regulatory expertise and serves on pivotal committees (Compensation, Governance, RPT), supporting board effectiveness and conflict oversight. Structural governance shifts (declassification, supermajority removal) and strong director ownership policy bolster alignment. Company‑level audit/ICFR issues and RPT sensitivities require continued vigilance; Moeller’s RPT role is a mitigating factor.