Daniel B. Poneman
About Daniel B. Poneman
Independent Class III Director since March 2025; age 69. Former U.S. Deputy Secretary of Energy (2009–2014) and President/CEO of Centrus Energy Corp. (2015–2023), now President/CEO of Poneman Strategies LLC (since 2024). Education: BA in Government & Economics and JD from Harvard; MLitt in Politics from Oxford (Lincoln College). Board determined him independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | Deputy Secretary of Energy | 2009–2014 | Led Recovery Act initiatives, infrastructure investments; nuclear industry initiatives. |
| Centrus Energy Corp. | President & Chief Executive Officer | 2015–2023 | Launched first U.S.-technology domestic uranium enrichment production since 1954. |
| Poneman Strategies LLC | President & Chief Executive Officer | 2024–present | Advisory/leadership role post-Centrus tenure. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Poneman Strategies LLC | President & CEO | Private | Advisory firm leadership. |
| Centrus Energy Corp. | President & CEO (prior) | Public | Prior executive leadership; not disclosed as current directorship. |
Board Governance
- Board class/term: Class III; current term expires at the 2027 Annual Meeting.
- Independence: Board determined Poneman is an independent director under NYSE rules.
- Committee assignments: Nominating & Corporate Governance Committee member; Michael Klein serves as Chair.
- Board leadership/structure: Chair and CEO roles combined (Jacob DeWitte); no Lead Independent Director; five of seven directors independent; independent directors meet in executive session regularly.
- Attendance disclosure: Company reported each director met ≥75% attendance in 2024; Poneman joined in 2025, so 2024 attendance not applicable.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly; pro-rated if partial service. |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000 | Poneman is not a chair; no chair fees. |
| Meeting fees | Not disclosed | No meeting fees described. |
Performance Compensation (Director)
| Equity Award | Grant Value | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU on appointment | $150,000 | Upon appointment March 4, 2025 | Vests on the one‑year anniversary of appointment, subject to continued service | Granted under Non‑Employee Director Compensation Program. |
| Annual RSU | ~$125,000 | On annual meeting date (June 4, 2025 and annually thereafter if serving) | Vests in full one year after grant; accelerates upon change in control if not continuing on successor board | Eligibility if serving as of annual meeting date. |
Anti‑hedging/pledging: Directors/officers prohibited from hedging Oklo stock; pledging or margin accounts require written approval; pre‑clearance and blackout trading restrictions apply to directors.
Other Directorships & Interlocks
| Link | Detail | Governance Consideration |
|---|---|---|
| Prior executive at Centrus Energy | Poneman was Centrus President/CEO (2015–2023). | Oklo has an MOU with Centrus contemplating HALEU supply/power offtake—creates perceived linkage though no related‑party transaction disclosed. |
Expertise & Qualifications
- Nuclear/energy expertise: Senior DOE experience and commercial uranium enrichment leadership (Centrus).
- Governance: Member of Nominating & Corporate Governance Committee.
- Legal/policy credentials: JD (Harvard), MLitt (Oxford); strategic policy/regulatory depth.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Daniel B. Poneman | 37,000 | Less than 1% | Based on 139,192,604 shares outstanding as of April 7, 2025. |
Vested vs unvested: Initial appointment RSUs vest one year from appointment; number of RSUs not disclosed in proxy/8‑K; beneficial ownership excludes RSUs that have vested but not settled only for specified officers, not applicable here.
Governance Assessment
- Strengths:
- Independence and domain expertise in nuclear fuel and federal energy policy; adds credibility as Oklo advances licensing and fuel strategy.
- Sits on Nominating & Corporate Governance Committee, supporting board composition and governance policy oversight.
- Robust insider trading and anti‑hedging controls, blackout and pre‑clearance for directors.
- Potential risks/red flags:
- Prior Centrus executive role alongside Oklo’s active MOU with Centrus on HALEU supply/power offtake may present perceived conflict or interlock risk; no related‑party transaction disclosed, but scrutiny warranted in committee deliberations.
- Combined Chair/CEO structure without a Lead Independent Director may weaken independent oversight; places more weight on committee effectiveness and executive sessions.
- Limited 2025 attendance data for Poneman not disclosed yet; monitor in next proxy.
Related Party Transactions & Policies
- Policy: Audit Committee must pre‑approve/ratify related‑person transactions >$120,000; review fairness vs third‑party terms.
- Disclosure: No Poneman‑specific related‑party transactions disclosed in the latest proxy/8‑Ks.
Compensation Committee Analysis (Context)
- Composition/independence: Compensation Committee consists of Lt. Gen. (ret.) Jansen (Chair), Kinzley, Thompson; all independent under NYSE heightened standards.
- Consultant: CBIZ engaged in 2024; Committee determined no conflicts.
- Clawback: Company adopted NYSE/SEC‑compliant clawback policy applicable to executive officers; not specified for directors.
Say‑on‑Pay & Shareholder Feedback
- Annual meeting results disclosed for director elections and auditor ratification; say‑on‑pay not on 2025 ballot. Auditor ratification passed overwhelmingly; Class I nominees elected.
Employment & Contracts (Director)
- Appointment: Board appointed Poneman March 4, 2025 as Class III director; independent under NYSE; eligible for director compensation program and initial $150k RSU award.
Performance & Track Record (Signals)
- Fuel strategy linkage: Oklo highlights Centrus MOU as part of comprehensive HALEU/recycling fuel strategy; Poneman’s background strengthens oversight but warrants conflict monitoring.
- Shareholder votes: 2025 election results showed strong support for Class I nominees; strengthens overall governance mandate.
Board Governance Summary Table
| Attribute | Status |
|---|---|
| Class/Term | Class III; term to 2027 annual meeting. |
| Independence | Independent (NYSE). |
| Committees | Nominating & Corporate Governance (member). |
| Chair Roles | None (committee chaired by Michael Klein). |
| Lead Independent Director | None; combined Chair/CEO. |
| Executive Sessions | Regular independent director sessions. |
Director Compensation Summary Table
| Cash | Amount | Equity | Amount | Vesting |
|---|---|---|---|---|
| Annual retainer | $70,000 | Initial RSU (on appointment) | $150,000 | One‑year cliff from appointment. |
| Chair retainers (if applicable) | $15,000–$20,000 | Annual RSU (if serving at annual meeting) | ~$125,000 | One‑year cliff; change‑in‑control acceleration if not continuing. |
Other Notes
- Beneficial ownership group total: Directors/executive officers as a group (8 individuals) 26,363,231 shares (18.9%). Poneman individually holds 37,000 shares (<1%).
- Anti‑hedging/pledging and Section 16 compliance: Directors listed for pre‑clearance and Section 16 reporting; insider trading policy updated March 17, 2025 to reflect board changes.