Rebecca Stahl
Babcock & Wilcox EnterprisesAbout Rebecca L. Stahl
Independent director since 2020 (Age 51); Chair of the Audit & Finance Committee and member of the Compensation and Related Party Transactions Committees. Over 25 years in finance and accounting; currently CFO of The Association for Manufacturing Technology (AMT). Certified public accountant with a B.S. in Accounting (Penn State) and MBA (UCLA Anderson, Finance). Determined independent by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Association for Manufacturing Technology (AMT) | Chief Financial Officer | 2015–present | Led finance for US manufacturing tech trade association (representation, member services); oversight of budgeting, controls, and reporting. |
| Lightbridge Communications Corporation (LCC) | Chief Financial Officer; earlier finance roles | 2008–2015 | Led financing rounds, senior bank refinancing, M&A to eventual sale in 2015. |
| BT Infonet | Senior Finance Professional | Prior to 2008 | Supported $600M operation; multinational data communications finance. |
| The Walt Disney Company | Corporate Finance | 1998–2000 | Corporate finance responsibilities in Burbank, CA. |
| Arthur Andersen LLP | Audit/Advisory (Real Estate and Financial Services clients) | Early career | CPA training; public/private company client service. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Women Corporate Directors | Member | Not disclosed | Professional governance network. |
| American Institute of CPAs; Virginia Society of CPAs | Member | Not disclosed | Professional accreditation/membership. |
Board Governance
- Independence: Board determined Stahl is independent under NYSE listing standards.
- Committee leadership: Audit & Finance Committee Chair; member of Compensation and Related Party Transactions Committees; designated “audit committee financial expert.”
- Attendance: Board met 16 times in 2024; all directors attended ≥80% of Board/committee meetings. Stahl did not attend the 2024 annual meeting on May 15, 2024.
- Overboarding policy: Limit of ≤3 total public company boards for non-employee directors; all directors in compliance.
- Committee term limits: Compensation Committee has five consecutive-year term limits; Stahl expected to step down in September 2025.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit & Finance | Chair | 9 | Oversees financial reporting, ICFR, auditor independence; Stahl among directors designated as “audit committee financial expert.” |
| Compensation | Member | 9 | Oversees executive and director compensation; independent consultant engaged (WTW). |
| Related Party Transactions | Member | 9 | Reviews/approves Item 404 transactions per policy. |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (cash) | $85,000 | Non-employee director retainer. |
| Committee chair fee (Audit & Finance) | $20,000 | Chair premium for Audit & Finance. |
| Total cash fees | $105,000 | Sum of retainer + chair fee. |
| Equity (RSUs grant-date fair value) | $95,000 | Annual RSU grant. |
| All other compensation | $0 | None disclosed for Stahl. |
| Total | $200,000 | Director compensation total for 2024. |
| RSU Grant Detail | Data |
|---|---|
| Grant date | May 15, 2024 |
| Shares granted | 84,821 RSUs |
| Grant-date fair value | $95,000 |
| Vesting | Earlier of May 15, 2025 or the 2025 Annual Meeting |
Stock ownership guidelines for directors: Own Company stock valued at five times annual base retainer or hold at least half of net shares acquired under awards until compliant.
Performance Compensation
| Metric | Structure | 2024 Director Plan Link |
|---|---|---|
| Performance-linked equity or bonus for directors | Not used | Annual director equity is time-based RSUs; no performance metrics disclosed. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Stahl. |
| Compensation Committee interlocks | None; members (including Stahl) were not officers/employees and had no material interest beyond ordinary-course transactions. |
Expertise & Qualifications
- CPA; designated audit committee financial expert; deep experience in financial reporting, auditing, internal controls, and compliance.
- Strategic competencies include finance, M&A, risk management, legal/governance/business conduct, ESG, and international operations.
- Education: B.S. Accounting (Penn State), MBA (UCLA Anderson, Finance).
- Professional affiliations: Women Corporate Directors; AICPA; Virginia Society of CPAs.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of March 1, 2025) | 60,942 shares (<1% of class) |
| Unvested RSUs outstanding (12/31/2024) | 84,821 RSUs |
| Options | None (options outstanding only for Bartoli) |
| Pledging/Hedging | Prohibited by Company policy for directors, officers, employees. |
Note: Percent of class calculated against 98,404,024 shares outstanding (March 10, 2025).
Governance Assessment
- Strengths: Independent director with CPA credentials and audit chair role; designated audit committee financial expert—appropriate alignment with oversight of ICFR, auditor independence, and ethics/compliance.
- Risk oversight context: 2024 auditor reported substantial doubt about going concern and material weaknesses in ICFR (COSO elements), increasing the importance of Audit & Finance Committee remediation under Stahl’s chairmanship.
- Conflicts oversight: Serves on Related Party Transactions Committee; Board affirmed independence after reviewing transactions (including those involving significant stockholder B. Riley). No material relationships deemed to impair independence for Stahl.
- Attendance and engagement: Met ≥80% attendance thresholds for 2024; did not attend 2024 annual meeting (minor engagement flag).
- Board accountability signals: Proposals to declassify the Board by 2027 and remove supermajority provisions indicate responsiveness to investor governance best practices.
- RED FLAGS: Company-level ICFR material weaknesses and going concern emphasis-of-matter; one missed annual meeting attendance by Stahl in 2024. Continued monitoring of remediation progress and director engagement warranted.
Overall, Stahl’s financial expertise and committee leadership support board effectiveness amid control remediation, with limited personal conflict indicators; investor confidence hinges on demonstrable progress addressing ICFR weaknesses and liquidity/going concern matters under her Audit chair oversight.