Peyton Boswell
About Peyton Boswell
Peyton Boswell (age 54) is an independent director of LiqTech International, serving since August 11, 2017; he is Chair of the Compensation Committee and a member of the Audit and Governance & Nominating Committees. He is Managing Director of Woodfield Renewables (since January 2022), co‑founded EnterSolar and served as CEO until January 2022; previously an investment banker at J.P. Morgan and Bank of America; CFA charterholder with a BA from Cornell and MBA from Columbia Business School . The Board has determined he qualifies as an Audit Committee Financial Expert and is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woodfield Renewables | Managing Director | Jan 2022–present | Renewable energy leadership; strategic growth |
| EnterSolar, LLC (private) | Co‑founder; Chief Executive Officer | 2010–Jan 2022 | Built commercial solar PV provider; CEO until Jan 2022 |
| J.P. Morgan; Bank of America | Finance and Investment Banking professional | ~15 years (prior to 2010) | Corporate finance experience |
External Roles
- No current public company directorships disclosed for Boswell; biography lists operating roles (Woodfield Renewables; EnterSolar) and prior banking positions .
Board Governance
- Independence: The Board determined Buehler, Boswell, Meeusen, and Kunz are independent under Nasdaq standards; Boswell is independent and serves on all three committees .
- Committee assignments:
- Compensation Committee: Chair (Boswell); members Meeusen, Buehler, Kunz .
- Audit Committee: Members Meeusen (Chair), Boswell, Kunz .
- Governance & Nominating Committee: Members Buehler (Chair), Meeusen, Boswell, Kunz .
- Attendance: In FY2024, Board held 14 meetings; each incumbent director attended >75% of Board and relevant committee meetings; in FY2023, Board held 20 meetings with >75% attendance for each incumbent director .
- Committee activity: Audit met 4 times in FY2024 and 4 in FY2023 ; Compensation met 3 times in FY2024 and 3 in FY2023 ; Governance & Nominating met once in FY2023 .
- Executive sessions: Independent directors expected to meet in executive session at least twice annually (presided by Chairman Buehler) .
- Audit Committee Financial Expertise: Board determined Boswell qualifies as an Audit Committee Financial Expert .
Fixed Compensation
| Year | Cash Retainer (Director) | Chair Fees (Comp) | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $31,500 | $6,500 | $38,000 (reported) | Company program: Chair of Board +$31,500; Audit Chair +$11,000; Comp Chair +$6,500 |
| 2023 | $31,500 (program) | $6,500 (program) | $33,668 (reported) | Cash reported in Director Compensation table |
- No director meeting fees beyond stated retainers disclosed; bylaws permit fixed sums for attendance and chair fees, plus reimbursement of expenses .
Performance Compensation
| Year | Stock Awards (Grant Date Fair Value) | Program Design | Vesting |
|---|---|---|---|
| 2024 | $36,750 (Boswell) | Automatic annual stock grant to qualifying non‑executive directors of $36,750 in January each year | Vests over one year |
| 2023 | $36,750 (Boswell) | Automatic annual stock grant to qualifying non‑executive directors of $36,750 in January each year | Vests over one year |
- Options: No option awards for Boswell disclosed; option award columns are “–” in director table for 2023–2024 .
- Change‑of‑control/severance: Company has not entered into any special compensation agreements for directors regarding retirement, resignation, change of control, or other departure events .
- Clawback/hedging: Company states it does not have a policy on hedging of common stock by employees and directors (red flag) .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| None disclosed | — | No public company boards disclosed for Boswell |
Expertise & Qualifications
- Renewable energy operator: Built and led EnterSolar; currently MD at Woodfield Renewables .
- Finance: 15 years in investment banking (J.P. Morgan; Bank of America) .
- Credentials: CFA; BA Cornell; MBA Columbia .
- Audit Committee Financial Expert designation by the Board .
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Common Stock |
|---|---|---|
| April 8, 2025 | 121,305 | 1.3% |
| September 18, 2024 | 82,677 | 1.4% |
- Pledging: No pledging disclosed in beneficial ownership footnotes; none indicated for Boswell .
- Related‑party transactions: None from Jan 1, 2024 through the proxy date, other than standard compensation arrangements .
- Section 16 compliance: Late filings noted for several insiders in 2023; Boswell not listed among late filers .
Governance Assessment
- Strengths:
- Independent director with cross‑functional expertise; designated Audit Committee Financial Expert, implying strong financial oversight capability .
- High engagement indicators: Board met 14 (2024) and 20 (2023) times; each incumbent director attended >75% of meetings .
- Balanced director pay mix (cash retainer plus time‑based RSUs) with modest absolute values; no option grants or special change‑of‑control terms for directors, limiting misaligned incentives .
- Compensation Committee leadership role, with chartered authority to set goals and approve executive compensation and incentives; ability to retain independent advisors with funding .
- No related‑party transactions and increasing personal share ownership (82,677 → 121,305) supporting alignment .
- Risk indicators and red flags:
- Absence of a hedging policy for employees/directors is a governance concern (potential misalignment via hedging) .
- Attendance at annual meeting low (only one director attended in 2024), signaling limited visible shareholder engagement at the meeting level; not attributable specifically to Boswell but relevant at the board level .
Implications: Boswell’s committee chairmanship and financial expertise bolster board effectiveness in pay and audit oversight. The lack of a hedging policy is a noteworthy red flag. Absent conflicts or related‑party ties and increased personal ownership support investor confidence, though monitoring of director engagement with shareholders remains prudent .