John Hickox
About John Hickox
Independent director at Origin Materials (ORGN), age 68 as of March 24, 2025, serving since March 1, 2024. Hickox chairs the Audit Committee and is designated an “audit committee financial expert”; he is also a member of the Nominating & Corporate Governance Committee . He brings 40 years of experience in auditing, accounting, FP&A, corporate governance, and executive leadership; education: B.B.A. in Accounting, Texas A&M University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Senior Advisory Partner | May 2004 – Sep 2017 | Led SOX/regulatory compliance, internal audit/risk; spearheaded KPMG Americas Sustainability Practice |
| Ernst & Young | Advisory Partner | Dec 1997 – Oct 2002 | Led Internal Audit improvement; lead partner on key accounts |
| Kaizen Analytics, LLC | Contract COO | Jun 2021 – Apr 2022 | Operations leadership (contract capacity) |
External Roles
No current public company directorships disclosed for Hickox beyond ORGN. Prior roles are primarily advisory/partner positions at KPMG and EY and a contract COO engagement; no additional public board interlocks disclosed .
Board Governance
- Committees: Audit (Chair; financial expert), Nominating & Corporate Governance (Member). Audit’s remit includes financial reporting oversight, related-party transaction review, climate-related disclosure oversight, and cybersecurity risk monitoring; Nominating oversees board composition, governance guidelines, and broader ESG oversight (non-financial reporting) .
- Independence: The board affirmatively determined Hickox is independent under Nasdaq rules .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting. 2024 board met six times; Audit met six; Compensation four; Nominating four .
- Board leadership: Chair of the Board is R. Tony Tripeny (independent), providing independent oversight and agenda-setting .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $50,000 per non-employee director | Electable as fully-vested RSUs equivalent value |
| Committee Member Retainers (Cash) | Audit: $10,000; Compensation: $5,000; Nominating: $5,000 | Electable as RSUs |
| Committee Chair Retainers (Cash) | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $15,000 | Electable as RSUs |
| Hickox 2024 Actual Fees | $62,637 | From Q2 2024, elected RSUs in lieu of cash; $56,249 paid as 47,626 fully-vested RSUs (deferred); $6,387 in cash |
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Notes | |---|---|---| | Initial RSU (upon first election) | $150,000 | Vests in three equal annual installments | | Additional prorated RSU (mid-cycle appointment, 2024 only) | $85,000 (reduced from $130,000 for 2024) | Vests by first anniversary or next annual meeting | | Annual RSU (2024 only) | $85,000 (reduced from $130,000 for 2024) | Vests by first anniversary or next annual meeting | | Hickox 2024 Stock Awards (reported) | $256,986 | Hickox elected to defer share settlement of both unvested and fully-vested RSUs |
- Deferrals: Hickox deferred issuance of 88,218 fully-vested RSUs and held 360,879 unvested RSUs (all deferred) as of Dec 31, 2024 .
- Change-in-control: Director RSUs fully vest immediately prior to closing of a change in control, subject to continuous service .
- Performance metrics: None disclosed for director equity awards (time-based RSUs; no director-specific performance conditions) .
Other Directorships & Interlocks
| Company/Institution | Role | Period | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public board interlocks disclosed for Hickox |
Expertise & Qualifications
- Audit/finance expertise: Designated “audit committee financial expert”; extensive SOX, internal audit, risk management experience .
- Sustainability/ESG: Led KPMG Americas Sustainability Practice; Audit Committee oversees ESG/climate-related disclosures; Nominating Committee oversees broader ESG strategy .
- Industry exposure: Advising chemical and packaging industry clients; relevant to ORGN’s materials focus .
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 110,937 | Direct holdings; less than 1% of shares outstanding |
| Deferred RSUs (fully-vested) | 88,218 | Deferred for future issuance |
| Unvested RSUs (deferred) | 360,879 | Unvested and deferred as of Dec 31, 2024 |
| RSUs vesting within 60 days (deferred) | 177,055 | Will vest within 60 days of Mar 4, 2025; deferred for future issuance |
| Hedging/Pledging | Prohibited; no shares pledged by directors/officers as of proxy date | |
| Ownership guidelines | Must hold $250,000 FMV in shares by 5th anniversary of election |
Governance Assessment
- Committee effectiveness: Hickox’s audit chairmanship and financial expert designation strengthen board oversight of financial reporting, ESG disclosures, and cybersecurity risk—key for investor confidence in a turnaround and commercialization phase .
- Independence and attendance: Independent status and satisfactory attendance support governance quality; board and committees met regularly in 2024; all directors attended the 2024 annual meeting .
- Pay structure alignment: Hickox elected to take retainers in RSUs starting Q2 2024, tilting mix toward equity with deferral—positive alignment signal in a capital-constrained environment. His 2024 compensation: $62,637 fees and $256,986 stock awards .
- Conflicts/related party: No related-party transactions involving Hickox since Jan 1, 2023 per policy and disclosure; Audit Committee pre-approves related person transactions .
- Shareholder sentiment: 2025 Say-on-Pay passed; vote counts: For 33,343,003; Against 3,737,317; Abstentions 3,250,949; broker non-votes 49,173,295—no direct director pay vote, but indicates overall compensation support .
RED FLAGS: None disclosed specific to Hickox (no pledging, no related-party transactions, independent status). Watch for continued compliance with ownership guidelines by 2029 and sustained attendance/performance as Audit Chair .
Notes and Citations
- Director biography, committees, independence:
- Board/committee meetings and attendance:
- Compensation policy and 2024 reductions:
- Hickox compensation details and RSU deferrals:
- Beneficial ownership and deferred RSUs:
- Anti-hedging/pledging and no pledges:
- Related-party policy and disclosures:
- Say-on-Pay voting results (2025):