Pamela Tondreau
Energy RecoveryAbout Pamela L. Tondreau
Pamela L. Tondreau (age 65) is the independent Chair of the Board at Energy Recovery, Inc. (ERII) and has served as a director since July 2019; she was elected Board Chair in October 2023. She is an experienced legal and business executive with deep expertise in corporate governance, executive compensation, enterprise risk management, intellectual property strategy, and M&A. Education: BA in Anthropology and Economics (UC Berkeley) and JD (McGeorge School of Law).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| onsemi (ON Semiconductor Corporation) | Executive Vice President & Chief Legal Officer | Oct 2021 – Jan 2025 | Led legal function at global semiconductor firm; governance and ERM expertise |
| Infineon Technologies AG | Consultant (post-acquisition of Cypress Semiconductor) | Apr 16, 2020 – Jul 2020 | Post-merger integration advisory |
| Cypress Semiconductor (CY) | Chief Legal Officer, Corporate Secretary; EVP of Human Resources | 2014 – 2016 | Governance, executive compensation, HR leadership |
| Hewlett-Packard (HP) | Chief IP Counsel; Deputy GC to CTO; Networking business counsel | 1999 – 2012 | Led IP strategy; counsel to Technology Committee; led 3Com acquisition/integration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in ERII’s proxy |
Board Governance
- Independence: Confirmed independent; 5 of 6 directors are independent; Tondreau is independent and serves as Board Chair with 100% independent committees.
- Committee assignments: Member – Compensation; Member – Nominating & Corporate Governance; Board Chair.
- Attendance: Board held 8 meetings in 2024; no director attended fewer than 88% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Engagement and structure: Independent directors meet in executive session at each regularly scheduled Board meeting (at least 4x/year). Board oversight spans strategy, risk, cybersecurity, human capital, sustainability; robust governance guidelines, proxy access, and clawback policy.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Cash – Board Cash Retainer | 50,000 | Non-employee director annual cash retainer |
| Cash – Chair of the Board Retainer | 50,000 | Additional cash retainer for Board Chair |
| Equity – Board RSU Retainer (grant-date fair value) | 150,000 | RSUs vest on earlier of 1-year or date of 2025 Annual Meeting |
| Equity – Chair of the Board RSU Retainer (grant-date fair value) | 35,000 | Additional RSUs for Chair role |
| Total Annual Director Compensation (2024 actual) | 285,000 | Fees earned in cash: 100,000; Equity awards: 185,000 |
| Unvested RSU Shares (12/31/2024) | 13,724 | Outstanding director RSUs not yet vested |
Performance Compensation
- Director equity is time-based (RSUs). No performance-vested RSUs or options were disclosed for directors; RSUs vest on the earlier of one year or the date of the next Annual Meeting (2025).
- Hedging/pledging prohibition applies to directors; equity grants are not timed around MNPI; no repricing.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards | None disclosed for Tondreau in ERII’s proxy |
| Compensation committee interlocks | None for Tondreau; the proxy notes no Compensation Committee member other than Buehler had relationships requiring Item 404 disclosure; Buehler previously served as ERII CFO (2011–2014). |
Expertise & Qualifications
- Core expertise: Corporate governance, executive compensation, ERM, IP strategy, and M&A (domestic/international).
- Education: BA (UC Berkeley), JD (McGeorge School of Law).
- Board leadership: Independent Board Chair since Oct 2023; committee service on Compensation and Nominating & Corporate Governance.
Equity Ownership
| Holder | Owned Directly/Indirectly (#) | Shares Exercisable/Vested within 60 days (#) | Total Beneficial Ownership (#) | % of Class | Notes |
|---|---|---|---|---|---|
| Pamela L. Tondreau | 23,119 | 42,688 | 65,807 | 0.1% | As of record date April 7, 2025; shares outstanding 54,756,113 |
| Unvested RSUs (director) | — | — | 13,724 | — | Unvested director RSUs (not counted in beneficial ownership) |
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; directors had 5 years from appointment (or latest amendment) to comply; as of record date, all covered directors were in compliance or on pace to comply.
- Hedging/pledging: Prohibited for directors and employees.
Governance Assessment
- Strengths
- Independent Chair structure with 100% independent committees enhances oversight; Tondreau’s legal/governance background is well-aligned to board leadership.
- Active committee engagement: Compensation (12 meetings in 2024) and Nominating & Corporate Governance (4 meetings) suggest high governance workload; attendance ≥88% across Board/committee meetings.
- Alignment policies: Rigorous stock ownership guidelines; prohibition on hedging/pledging; clawback policy in place; proxy access and single-class share structure bolster shareholder rights.
- Shareholder support: 2024 Say-on-Pay received 89.3% approval, indicating broad investor alignment with compensation governance.
- Director pay mix balanced toward equity (RSUs), supporting long-term alignment; for Tondreau, $185k equity vs $100k cash in 2024.
- Potential risks/flags
- Dual role as Board Chair and Compensation Committee member can raise process sensitivity; however, committee independence and use of an independent consultant (Compensia) mitigate concerns.
- No related-party transactions or interlocks disclosed for Tondreau; Audit Committee oversight includes related-party review.
- Time commitments: Recent executive role at onsemi ended Jan 2025; no conflicts disclosed with ERII’s markets; continued monitoring of external engagements advisable.
Overall, governance signals for investor confidence around Pamela L. Tondreau are positive: independent Board leadership, strong attendance and committee activity, robust alignment policies, and no disclosed conflicts or related-party exposures.