Nicole Bulgarino
HUDSON TECHNOLOGIES INC /NYAbout Nicole Bulgarino
Independent director since September 2022; age 52. Executive Vice President at Ameresco, Inc., with 25+ years in energy efficiency and infrastructure; prior Lead Process Engineer at Raytheon Engineers & Constructors (1994–1998). Credentials include deep expertise in Federal government contracting and professional engineering qualifications. HDSN’s Board has determined she is an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameresco, Inc. (NYSE: AMRC) | Executive Vice President | 1998–present (joined predecessor in 1998) | Key role in strategic planning and growth; extensive energy infrastructure project execution |
| Raytheon Engineers & Constructors | Lead Process Engineer | 1994–1998 | Engineering leadership; process design experience relevant to infrastructure projects |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Ameresco, Inc. | Executive Vice President | Not disclosed | Operating executive responsibilities; no other public company directorships disclosed in HDSN proxy |
Board Governance
- Committees: Compensation Committee member (sets executive and director pay) ; Environmental, Health, Safety, Sustainability & Public Policy Committee member .
- Independence: Determined independent under NASDAQ listing rules .
- Attendance: In FY2024, the Board held 6 meetings; no incumbent director attended fewer than 75% of aggregate Board and committee meetings .
- Board structure: CEO is also Chair; lead independent director (Abbatecola) oversees executive sessions of independent directors .
| Committee | Role | Chair? | FY2024 Meetings |
|---|---|---|---|
| Compensation | Member | Not disclosed | 2 |
| Environmental, Health, Safety, Sustainability & Public Policy | Member | Not disclosed | Not disclosed |
| Audit | Not a member | — | 4 |
| Nominating & Governance | Not a member | — | 1 |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Cash fees | $65,000 | Standard director cash retainer $50,000; chairs earn an additional $10,000; directors may elect part of post-meeting equity as cash, which drives variation in cash received |
| Stock awards (fair value) | $35,000 | Equity grants made five business days following the annual meeting |
| Option awards (fair value) | $50,000 | Non-employee director options typically vest immediately or over the first year; term up to 10 years |
| Total | $150,000 | Aggregate director compensation for FY2024 |
- Director compensation structure: Annual cash fee $50,000; committee chair add $10,000; two post-annual meeting equity payments of $50,000 each (second can be split up to half in cash at director’s election) .
Performance Compensation
| Equity Element | Grant Timing | Vesting/Term | Notes |
|---|---|---|---|
| Annual equity grant | 5 business days after annual meeting | Options typically vest immediately or over first year; term up to 10 years | Aligns director interests with shareholders; exact share counts for director grants not itemized in proxy |
| Optional equity (second grant) | 5 business days after annual meeting | Same practice | Directors may elect up to half in cash, remainder equity |
The proxy does not disclose performance metrics tied to director compensation (metrics are applied to executive long-term incentives), and director equity appears time-based rather than performance-based .
Expertise & Qualifications
- 25+ years in energy efficiency and renewable energy solutions; development/design/implementation of energy infrastructure projects .
- Professional engineering qualifications and knowledge of Federal government contracting .
- Strategic planning and growth leadership experience .
Equity Ownership
| Holder | Shares/Options | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Nicole Bulgarino | 42,936 | <1% | Includes options exercisable within 60 days: 21,127 @ $9.55 and 14,493 @ $8.94; remaining holdings appear as common shares (estimated 7,316 based on total less options) |
- Anti-hedging policy: Directors prohibited from hedging (collars, forwards, exchange-traded options on company stock, etc.), supporting alignment with shareholders .
- Insider Trading Policy applies to directors; trading restrictions on material non-public information .
Other Directorships & Interlocks
- No other public company directorships disclosed for Bulgarino in the HDSN proxy .
- No related-party transactions involving Bulgarino are disclosed in the reviewed proxy sections; Audit Committee oversees potential conflicts .
Governance Assessment
- Independence and committee roles: As an independent member on Compensation and EHS&S&PP Committees, Bulgarino contributes to pay oversight and sustainability/risk governance .
- Engagement and attendance: FY2024 Board/committee cadence was active; no incumbent director fell below 75% attendance threshold, indicating baseline engagement; specific individual attendance is not itemized .
- Ownership alignment: Beneficial holdings are modest (<1%); however, ongoing director equity grants and option awards provide at-risk exposure; anti-hedging policy enhances alignment by prohibiting downside insurance .
- Compensation governance: Compensation Committee (which includes Bulgarino) is fully independent and utilizes an external consultant; independence assessment found no conflicts despite ancillary services (fees $97,400 in 2024), which is a positive governance sign .
- Board oversight: Independent director executive sessions and a designated lead independent director add counterbalance to combined Chair/CEO structure; committee oversight of compensation, financial risk, and governance appears robust .
Red Flags
- None identified in the proxy regarding hedging/pledging, related-party transactions, or attendance shortfalls specific to Bulgarino; director pay appears consistent with policy .