Bavan M. Holloway
About Bavan M. Holloway
Independent director since December 2021; age 60. Holloway brings 30+ years in finance and audit, including Vice President of Corporate Audit at The Boeing Company (May 2002–April 2020) and 16 years at KPMG LLP serving financial institutions. She holds a BS in Business Administration (University of Tulsa) and an MS in Financial Markets & Trading (Illinois Institute of Technology), plus a CERT Certificate in Cybersecurity Oversight (Carnegie Mellon SEI, Oct 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Vice President, Corporate Audit; senior finance roles | May 2002–Apr 2020 | Led corporate audit in a highly regulated environment |
| KPMG LLP | Audit professional | 16 years (prior to May 2002) | Served financial clients in Chicago and New York |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TPI Composites, Inc. | Director | Current | Public company board experience |
| T-Mobile US, Inc. | Director | Jun 2021–Jun 2023 | Public company board experience |
Board Governance
- Committee assignments: Audit Committee member; not a chair .
- Independence: Board determined all committee chairs and members are independent under NYSE/SEC rules; Holloway listed as independent .
- Attendance: In 2024 the Board met 7 times; Audit Committee 8; Compensation 6; Nominating & Corporate Governance 5. All directors attended ≥75% of Board and committee meetings; all directors except Marimow attended the 2024 annual meeting (implying Holloway attended) .
- Skills and qualifications: Finance, accounting, technology, manufacturing, international business, cybersecurity, compliance; extensive public company board experience . Board skills matrix covers these domains as core competencies for directors .
- Compensation governance signals: Compensation Committee uses an independent consultant (Mercer) with no conflicts identified under SEC/NYSE standards; maintains clawback and stock ownership policies; double-trigger CIC for NEOs (context: overall governance quality) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $100,000 |
| Committee Chair Fees ($) | $0 (not a chair) | $0 (not a chair) |
| Total Cash ($) | $100,000 | $100,000 |
| Chair fee schedule (reference) | Audit Chair $15,000; Comp Chair $12,500; Nominating Chair $10,000 | Audit Chair $15,000; Comp Chair $12,500; Nominating Chair $10,000 |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | $134,868 (RSUs) | $124,436 (RSUs) |
| RSUs Granted (units) | 6,988 (granted on 2023 annual meeting date; vest 1 year) | 8,096 (granted on 2024 annual meeting date; vest 1 year) |
| Vesting Schedule | One-year, service-based | One-year, service-based |
| Options/PSUs | None disclosed for directors | None disclosed for directors |
| Performance metrics tied to director pay | None; director RSUs are service-based only |
Mix and alignment: Holloway’s FY2024 compensation was ~55% equity ($124,436) and ~45% cash ($100,000), reinforcing long-term alignment via annual service-based RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Principal shareholder designee | Not listed among directors affiliated with Providence, Dundon, or WestRiver (only Anderson, Turney, Marimow are affiliated) |
| Related-party transactions | 2024–2025 disclosures involve Employer Direct Healthcare and Dundon Capital Partners; none name Holloway |
| Service on other public boards | TPI Composites (current); T-Mobile US (prior) |
Expertise & Qualifications
- Core credentials: Deep finance and audit background, cybersecurity oversight certificate; functional expertise spans finance, accounting, technology, manufacturing, international business, compliance .
- Board skills coverage: Board-level competencies include finance, accounting, cybersecurity, ESG, governance, and strategic planning .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned (as of Apr 4, 2025) | 22,901; less than 1% of outstanding |
| RSUs included in near-term issuable shares | 8,096 RSUs vesting within 60 days counted in footnote (9) |
| Shares Outstanding (for context) | 183,749,328 |
| Stock Ownership Guidelines | Non-employee directors: 5x annual retainer; compliance assessed annually |
| Compliance status (2024 assessment) | All directors attained minimum ownership levels or were otherwise in compliance |
| Hedging/Pledging | Prohibited for directors (no short sales, options, hedging, pledging, margin accounts) |
Governance Assessment
- Strengths: Independent Audit Committee member with substantial audit and internal controls expertise; strong attendance; no disclosed related-party ties or principal shareholder affiliation; robust ownership and anti-hedging policies supporting alignment .
- Compensation alignment: Director pay is balanced and consistent with market—fixed cash retainer plus service-based RSUs with one-year vesting; YOY RSU count increased while grant value decreased, reflecting stock price normalization rather than pay inflation .
- Potential conflicts and red flags: None disclosed involving Holloway; director affiliations tied to principal shareholders pertain to other directors; company enforces related-party review processes and thresholds via the Nominating & Corporate Governance Committee .
- Engagement signal: Attendance and executive session practices indicate active oversight; the use of an independent compensation consultant with a formal conflicts assessment bolsters governance quality .