James J. Barber
About James J. Barber
Independent director at Graham Corporation since 2011; age 71; principal of Barber Advisors, LLC. He chairs the Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees; classified as independent under NYSE standards. He holds a National Association of Corporate Directors Directorship Certification and previously served as CEO of Metabolix, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barber Advisors, LLC | Principal, independent consultant | Sep 2007–present | Advises on strategy, management, marketing, operations |
| Metabolix, Inc. (NASDAQ: MBLX, former) | President & CEO | Jan 2000–May 2007 | Transformed firm into clean tech/industrial biotech leader |
| Itaconix plc (LON: ITX) | Independent Non‑Executive Chair | Dec 2018–Jul 2022 | Specialty chemicals; governance oversight |
| Itaconix plc (LON: ITX) | Non‑Executive Director | Sep 2016–Nov 2018 | Board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gevo, Inc. (NASDAQ: GEVO) | Director | Since May 2025 | Audit Committee member |
| Itaconix plc (LON: ITX) | Independent Non‑Executive Chair | Dec 2018–Jul 2022 | Specialty chemicals governance |
Board Governance
- Independence: Board determined Barber is independent; no material relationships under NYSE standards .
- Committees: Audit; Compensation (Chair); Nominating & Corporate Governance . Audit Committee membership list includes Barber .
- Board structure: Classified board; by‑laws prohibit re‑election after age 75 (tenure risk approaching) .
- Attendance: In FY2025, each serving director attended at least 75% of Board and applicable committee meetings; policy requires attendance at annual meeting (all directors attended 2024 annual meeting aside from Mr. Fortier) .
- Executive sessions: Led by the Lead Independent Director; non‑management directors meet without management regularly .
| Committee | Role | Chair? |
|---|---|---|
| Compensation | Member | Chair |
| Audit | Member | No |
| Nominating & Corporate Governance | Member | No |
Fixed Compensation
| Metric (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $69,375 |
| Stock Awards ($) | $74,993 |
| Total ($) | $144,368 |
Director compensation program parameters:
- Annual cash retainer: $55,000 (FY2025); increased to $57,000 for FY2026 .
- Additional annual fees: Chair of Board $50,000; Audit Chair $15,000; Compensation Chair $12,500; Nominating & Corporate Governance Chair $7,000 (raised to $12,500 for FY2026; Lead Independent Director to receive former Chair fee) .
- Meeting fees: None; reasonable expenses reimbursed; no retirement benefits for independent directors .
Performance Compensation
| Grant | Grant Date | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 4, 2024 | 2,934 | $74,993 | Vest on first anniversary of grant; some directors elected deferral until leaving Board |
Directors’ equity is time‑based RSUs (no performance metrics); FY2026 director equity grant value increased to $77,000 .
Other Directorships & Interlocks
| Company | Public? | Overlap/Interlock | Notes |
|---|---|---|---|
| Gevo, Inc. | Yes (NASDAQ) | None disclosed with GHM | Audit Committee member |
| Itaconix plc | Yes (LSE) | None disclosed with GHM | Former Chair/Director |
No Barber‑specific related person transactions disclosed; the only disclosed related‑party exposure involves Barber‑Nichols building/equipment leases with an entity controlled by Executive Chairman Daniel J. Thoren (~$1.0M FY2025; ~$4.8M remaining obligation) .
Expertise & Qualifications
- Executive leadership in technical industries and alternative energy; experience structuring joint ventures and acquisitions .
- NACD Directorship Certification (governance proficiency) .
- Audit Committee service (GHM and Gevo) supports financial oversight credentials .
Equity Ownership
| Metric (as of Jun 27, 2025) | Value |
|---|---|
| Beneficially owned shares | 53,835 |
| Percent of class | — (below 1%; percentages under 1% omitted in table) |
| Unvested RSUs outstanding | 2,934 |
Alignment policies:
- Director stock ownership guideline: ≥5x annual cash retainer; all independent directors were in compliance (with grace period allowances) .
- Retention: Required to retain 50% of net shares from vesting/exercise until guideline met .
- Hedging/pledging: Prohibited for directors and executive officers .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Barber influences pay design; company emphasizes at‑risk executive pay (PSUs/RSUs), double‑trigger CoC protection, no tax gross‑ups, and robust ownership guidelines—positive alignment signals for investors .
- Independence and engagement: Independent status with multi‑committee service and ≥75% meeting attendance supports board effectiveness; annual meeting attendance policy further reinforces accountability .
- Ownership alignment: Personal stake (53,835 shares) plus annual RSU grants and strict anti‑hedging/pledging policy and 5x retainer guideline indicate strong skin‑in‑the‑game and alignment .
- Compensation structure for directors: Balanced cash/equity; modest FY2026 increases in cash retainer and equity grant show incremental, not excessive, pay changes—no anomalies detected .
- Conflicts/related parties: No Barber‑specific related party transactions disclosed; company‑level related‑party leases with Executive Chairman’s affiliate are a governance watchpoint, but Audit Committee (which includes Barber) reviews such related person transactions—oversight mitigants in place. RED FLAG for company‑level conflict exists, but not tied to Barber personally .
- Tenure risk: By‑laws bar re‑election after age 75; Barber is 71 with term expiring 2026—succession planning should be considered .
FY2024 say‑on‑pay support was ~99%, indicating strong shareholder endorsement of compensation practices overseen by the Compensation Committee .