Robert F. Beard
About Robert F. Beard
Robert F. Beard (age 59) is a newly nominated Class I independent director at Capstone Green Energy Holdings, Inc. (CGEH), with a term slated to run until the 2027 annual meeting if elected. He is a licensed Professional Engineer in Pennsylvania and holds a Master of Management and a B.S. in Petroleum and Natural Gas Engineering from Pennsylvania State University. Beard previously served as COO of UGI Corporation (NYSE: UGI) from 2022–2024 and President & CEO of UGI Utilities, Inc. from 2011–2024; he joined the board and governance committee of Black Hills Energy, Inc. (subsidiary of BKH) in April 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UGI Corporation (NYSE: UGI) | Chief Operating Officer | 2022–2024 | Led enterprise operations; deep utility ops/regulatory experience |
| UGI Utilities, Inc. | President & Chief Executive Officer | 2011–2024 | Operations, P&L, M&A, regulatory and legislative relationships |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Black Hills Energy, Inc. (subsidiary of Black Hills Corporation, NYSE: BKH) | Director; Governance Committee member | Since April 2025 | Governance Committee |
Board Governance
- Independence: The Board determined Beard is independent under Nasdaq rules.
- Committee assignment: Expected to join the Governance & Sustainability Committee after the August 12, 2025 annual meeting.
- Chair roles: None disclosed for Beard; current chairs are Audit (John P. Miller), Compensation & Human Capital (Denise M. Wilson), Governance & Sustainability (Robert F. Powelson).
- Board attendance & engagement: In fiscal year ended March 31, 2025, the Board met 23 times; each director attended at least 90% of Board and committee meetings. Independent directors held executive sessions at all regularly scheduled meetings. (Beard was not yet a director in FY2025.)
- Board leadership: Chair and CEO roles are separated (Chair: Robert C. Flexon; CEO: Vincent J. Canino).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (cash) | $75,000 | Paid quarterly in arrears |
| Chair of Board additional retainer | $25,000 | Cash |
| Audit Committee Chair | $17,000 | Cash |
| Audit Committee member | $8,000 | Cash |
| Compensation & Human Capital Chair | $15,000 | Cash |
| Compensation & Human Capital member | $6,000 | Cash |
| Governance & Sustainability Chair | $10,000 | Cash |
| Governance & Sustainability member | $6,000 | Cash |
| Annual equity grant (RSUs) | $10,000 | Commencing with the 2024 annual meeting; paid annually |
| Expense reimbursement | — | Reasonable director expenses reimbursed |
Implication for Beard (if elected and appointed as a Governance & Sustainability Committee member): the applicable compensation schedule would include the $75,000 cash retainer, $6,000 committee member retainer, and $10,000 in RSUs.
Performance Compensation
- Directors at CGEH receive an annual RSU grant valued at $10,000; no performance-linked metrics or PSU program are disclosed for director compensation. Awards are service-based and subject to plan terms.
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Financial KPIs (Revenue/EBITDA/CF) | No | These metrics apply to executive AIP/PRSU programs, not directors |
Other Directorships & Interlocks
| Relationship | Description | Relevance |
|---|---|---|
| External board | Beard serves on Black Hills Energy board and governance committee since April 2025 | Utility governance experience; no CGEH related-party transaction disclosed |
| Intra-board network | CGEH Chair Robert C. Flexon is President & CEO and director of UGI Corporation since Nov 2024; Beard is former UGI COO (2022–2024) and former UGI Utilities CEO (2011–2024) | Potential informational interlock via prior/current UGI ties; no CGEH related-party transaction disclosed |
Expertise & Qualifications
- Technical and operational leadership: Extensive operations and P&L responsibility; mergers & acquisitions; regulatory and legislative relationships; leadership team development.
- Education/licensure: Master of Management; B.S. in Petroleum & Natural Gas Engineering (Penn State); Licensed Professional Engineer in Pennsylvania.
Equity Ownership
| Holder | Common Shares | % of Common | Non-Voting Common | % of Non-Voting | Notes |
|---|---|---|---|---|---|
| Robert F. Beard | 0 | <1% | 0 | <1% | As of June 13, 2025 |
- Ownership guidelines: Non-employee directors are expected to own common stock equal to 4× annual retainer (i.e., $300,000) within five years from the later of (i) December 7, 2023 (emergence) or (ii) the date they become subject to the guidelines.
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging of company securities by directors.
Governance Assessment
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Strengths
- Independent status, plus deep utility operations, regulatory and leadership experience that aligns with CGEH’s governance and risk oversight needs.
- Expected placement on Governance & Sustainability Committee enhances board process rigor (nominations, refreshment, succession, governance/sustainability oversight).
- Board structure (separate Chair/CEO), regular executive sessions, and strong attendance demonstrate board effectiveness.
-
Watch items / potential conflicts
- Interlock signal: Shared UGI ties (Beard’s prior executive roles; Flexon’s current CEO role) may create perceived influence channels; no related-party transactions disclosed involving Beard. Monitor for recusals where appropriate.
- Ownership alignment: Beard had no reported CGEH share ownership as of June 13, 2025; he will be subject to a 4× retainer ownership guideline within five years. Track progress toward guidelines and any RSU grants received post-election.
-
RED FLAGS
- None disclosed regarding legal proceedings, SEC investigations, related-party transactions, pledging, or hedging for Beard.
Overall signal: Beard’s utility and regulatory credentials strengthen board oversight; ensure robust conflict management for UGI-related interlocks and monitor ownership guideline compliance to support investor alignment.