Joan Chow
Energy RecoveryAbout Joan K. Chow
Independent director of Energy Recovery, Inc. (ERII) since December 2021; Age 64. Former EVP & Chief Marketing Officer at ConAgra Foods and SVP & Chief Marketing Officer at Sears Retail, with deep expertise in retail marketing, consumer insights, and human capital matters. Education: B.A. from Cornell University and M.B.A. from The Wharton School. Current ERII committee roles: Chair, Compensation Committee; Member, Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConAgra Foods | Executive Vice President & Chief Marketing Officer | Not disclosed | Led large-scale brand and marketing functions; consumer insights |
| Sears Holdings (Sears Retail) | Senior Vice President & Chief Marketing Officer | Not disclosed | Retail marketing leadership; brand strategy |
| Information Resources Inc. | Executive positions | Not disclosed | Consumer data/analytics experience |
| Johnson & Johnson Consumer Products, Inc. | Executive positions | Not disclosed | Consumer goods/brand experience |
| Greater Chicago Food Depository | Executive/leadership involvement | Not disclosed | Community/food security leadership exposure |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| High Liner Foods | Director | Current |
| Spectrum Brands | Director | Current |
| Welbilt, Inc. | Director | Prior |
| The Manitowoc Company | Director | Prior |
| RC2 Corporation | Director | Prior |
| Feeding America | Director | Prior |
Board Governance
- Independent status: The Board determined Joan K. Chow is independent under SEC and NASDAQ rules; ERII lists her as “Independent” in 2025 director nominees .
- Committee assignments: Compensation (Chair), Audit (Member); Audit Committee met 4 times in 2024; Compensation Committee met 12 times in 2024 (all members independent) .
- Attendance and engagement: In 2024, the Board held 8 meetings; no director attended fewer than 88% of Board/committee meetings; all directors attended the 2024 annual meeting; independent directors hold executive sessions at least four times per year .
- Board leadership: Independent Chair of the Board; committees led by independent directors .
| Committee | Role | Meetings in 2024 | Independence |
|---|---|---|---|
| Compensation | Chair | 12 | All members independent |
| Audit | Member | 4 | All members independent; financial sophistication affirmed |
Fixed Compensation
| Year | Fees Earned and Paid in Cash ($) | Equity Awards Fair Value ($) | Total ($) | Unvested RSU Shares at 12/31 |
|---|---|---|---|---|
| 2024 | 60,000 | 149,992 | 209,992 | 11,127 |
- Director pay structure (June 2024–June 2025): Board cash retainer $50,000; Equity retainer $150,000 (RSUs); Committee Chair fees: Compensation Chair $10,000 cash; Audit Chair $15,000; Nominating Chair $8,500; Chair of the Board fees $50,000 cash + $35,000 equity, in addition to base Board fees; RSUs vest on earlier of one year or the 2025 Annual Meeting date (June 5, 2025) .
- Mix: ~71% equity (149,992/209,992) and ~29% cash (60,000/209,992) in 2024, aligning incentives with shareholders via equity retainer .
Performance Compensation
| Grant Type | Grant Year | Grant-Date Fair Value ($) | Unvested RSUs (#) | Vesting Terms | Vest Date |
|---|---|---|---|---|---|
| RSUs (Director Equity Retainer) | 2024 | 149,992 | 11,127 | Time-based; vests on earlier of one year or the 2025 Annual Meeting | June 5, 2025 |
- Performance metrics: ERII director equity awards are time-based RSUs; no performance (TSR/financial) conditions tied to director compensation; vesting schedule designed to align with annual Board service .
Other Directorships & Interlocks
- Current public company boards: High Liner Foods; Spectrum Brands .
- Prior boards: Welbilt, Manitowoc, RC2 Corporation; Feeding America (non-profit) .
- Interlocks/conflicts: ERII reports no related-party transactions in fiscal 2024; Chow’s external boards are in consumer products/food and do not indicate supplier/customer overlaps with ERII’s industrial machinery and water technology focus; Audit Committee reviews any related-party transactions per policy .
Expertise & Qualifications
- Marketing and consumer insights leadership from ConAgra and Sears; human resources exposure; executive positions across consumer goods and analytics; broad board experience across public companies and non-profits .
- Education: B.A. Cornell; M.B.A. Wharton .
- Board-level competencies: Compensation oversight (Chair), audit literacy (Audit Committee Member) .
Equity Ownership
| Holder | Owned Directly/Indirectly (#) | Vested/Exercisable within 60 Days (#) | Total Beneficial Ownership (#) | Percent of Class |
|---|---|---|---|---|
| Joan K. Chow | 12,357 (incl. 1,500 jointly with spouse) | 11,127 | 23,484 | <0.1% (out of 54,756,113 shares outstanding) |
- Stock ownership guidelines: Directors must hold 5x annual cash retainer; ERII states covered directors are either in compliance or on pace to comply; hedging and pledging of company shares prohibited .
Governance Assessment
- Committee leadership and independence: As Compensation Committee Chair and Audit Committee Member, Chow is positioned to influence pay design and financial oversight; both committees are fully independent, which supports robust governance .
- Compensation committee process: Uses independent consultant (Compensia); no consultant conflicts reported; emphasis on equity over cash for alignment; annual risk assessment; clawback policy updated in 2023 consistent with Dodd-Frank .
- Attendance and engagement: Board met 8 times in 2024; directors attended ≥88% of meetings; all attended the annual meeting; independent executive sessions at least quarterly—supports board effectiveness and oversight rigor .
- Ownership alignment: Chow’s pay mix is majority equity (~71%), with unvested RSUs scheduled to vest at the annual meeting; beneficial ownership is modest (<0.1%) but aligned with ERII’s director ownership guidelines .
- Conflicts/related-party exposure: ERII reported no related-party transactions in 2024; committee policies require review/approval of related-party matters; low apparent interlock risk given industry differences of Chow’s other boards .
- Compensation Committee interlocks: Disclosure notes one member (Buehler) previously served as ERII CFO (2011–2014), but committee is otherwise independent and no interlocks with other issuers’ comp committees; a potential soft independence consideration mitigated by current independence and governance controls .
RED FLAGS: None identified in the proxy specific to Joan Chow—no related-party transactions, prohibited hedging/pledging, independent committee leadership, strong attendance. Note the historical CFO service of another compensation committee member (Buehler) as a governance consideration but not a disclosed conflict .