Jim Stephanou
About Jim Stephanou
Independent director of Origin Materials (ORGN), age 59, serving since June 2023. Currently CEO of IPS (Integrated Project Services), with 30+ years in manufacturing operations and engineering; prior roles include Vice President and Global Head of Engineering at Merck (2015–2023), leadership positions at Bayer Technology Services Americas, and supervisory/maintenance & reliability roles at LyondellBasell starting in 1988. Mechanical engineering degree from Drexel University; board determined independent under Nasdaq standards. Attendance: met the minimum 75% threshold in 2024; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IPS (Integrated Project Services) | Chief Executive Officer | Current (as of Proxy date) | Engineering and construction services provider to life sciences; brings manufacturing/engineering oversight expertise to ORGN board |
| Merck & Co., Inc. | Vice President and Global Head of Engineering | 2015–2023 | Global engineering leadership; relevant to ORGN’s manufacturing scale-up and operational risk oversight |
| Bayer Technology Services Americas | VP Asset Management; VP & Plant Manager Manufacturing & Technology; Regional Director Engineering & Maintenance | Not disclosed (over a decade) | Asset management and plant leadership experience; operational reliability focus |
| LyondellBasell Industries N.V. | Supervisory roles; Manager of Maintenance and Reliability (named in 2000) | Joined 1988; Manager role in 2000 | Reliability and maintenance program leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public directorships disclosed in 2025 Proxy |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member. Not a chair of any committee.
- Independence: Board affirmatively determined independence under Nasdaq and Exchange Act rules.
- Attendance and engagement:
- 2024 meetings: Board (6), Audit (6), Compensation (4), Nominating (4); each director attended at least 75% of applicable meetings.
- Directors, including Mr. Stephanou, attended the 2024 annual meeting.
- Audit Committee “financial expert”: Not designated (Hickox and Rogerson designated).
- Risk oversight: Audit reviews financial, ESG-related disclosure risks and cybersecurity; Compensation reviews compliance of comp plans; Board oversees strategic risk.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $50,000 | Standard cash retainer per policy |
| Committee membership fees | $15,000 | Audit member ($10,000) + Compensation member ($5,000); not a chair |
| Total cash paid/earned | $65,000 | Director compensation table (fees earned) |
| Annual RSU grant (2024) | $84,999 | Grant-date fair value reduced for 2024 policy; future years revert to $130,000 baseline |
| Total 2024 director compensation | $149,999 | Sum of cash and stock awards for Mr. Stephanou |
Policy highlights:
- Non-employee director policy: cash and RSUs; committee chairs receive higher retainers (Audit $20k; Comp $15k; Nominating $15k).
- Deferral: directors may elect to defer RSU settlement until separation or change-in-control; non-U.S. directors may elect cash (must purchase shares).
- Ownership guideline: directors must hold $250,000 of common stock value by the fifth anniversary of election; compliance status for Mr. Stephanou not disclosed.
Performance Compensation
- Director awards are RSUs; no performance-based equity or option awards disclosed for non-employee directors. Options are not granted to directors under policy.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No related-party transactions with Mr. Stephanou disclosed; Audit Committee reviews and must pre-approve any related-person transactions over $120,000. |
Expertise & Qualifications
- Mechanical engineering degree (Drexel); deep manufacturing operations, reliability, and engineering leadership.
- Relevant to ORGN: scale-up, plant reliability, maintenance, asset management—supports Audit and Compensation risk reviews and operational oversight.
Equity Ownership
| Metric | Quantity | Notes |
|---|---|---|
| Beneficial ownership (shares) | — | Table shows “—”; beneficial ownership <1% |
| Ownership % of outstanding | <1% | Asterisk denotes less than 1% |
| Unvested RSUs (12/31/2024) | 105,678 | All elected for deferred issuance of common shares |
| Fully-vested RSUs deferred | 74,256 | Deferred issuance of common shares (footnote text references Rogerson but context indicates Mr. Stephanou) |
| RSUs vesting within 60 days of 3/4/2025 (deferred) | 85,144 | Deferred for future issuance |
| Shares pledged as collateral | 0 | Company states no director or executive had pledged shares as of proxy date |
| Hedging policy | Prohibited | Short sales, options, and similar hedging prohibited; pledging requires prior clearance |
Governance Assessment
- Strengths:
- Independent director with heavy manufacturing and engineering expertise; adds operational rigor to Audit and Compensation oversight.
- Solid engagement: ≥75% attendance; present at annual meeting.
- Alignment mechanisms: director RSUs and mandatory ownership guideline ($250k target by year 5); ability to defer RSU settlement indicates long-term orientation; no pledged shares.
- No related-party transactions disclosed involving Mr. Stephanou.
- Watch items:
- Ownership guideline compliance status not disclosed for Mr. Stephanou; monitor progress toward $250k threshold.
- IPS CEO role: while no transactions disclosed, continue monitoring for potential related-party engagements that could require Audit Committee review.
- Compensation mix signal:
- 2024 mix skewed to equity ($84,999 RSUs) vs cash ($65,000), supporting shareholder alignment; options not used for directors, limiting risk-taking bias.