Tony Tripeny
About R. Tony Tripeny
R. Tony Tripeny (age 66) is the independent Chair of Origin Materials’ board since March 1, 2024, and has served as a director since May 1, 2023. He brings three decades of corporate finance and materials science experience, including as EVP & CFO of Corning Incorporated (2015–2022), and holds an economics degree from the Wharton School; he is a member of the Financial Executives Institute and the Institute of Management Accounting . He is affirmatively determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corning Incorporated | Executive Vice President, Chief Financial Officer | Sep 2015–Feb 2022 | Led global corporate finance; extensive operational, strategy, and M&A experience |
| Corning Incorporated | Senior Vice President, Corporate Controller & Principal Accounting Officer | Apr 2009–Aug 2015 | Corporate accounting and controls leadership |
| Hardinge Inc. | Director | Feb 2012–May 2018 | Board oversight at multinational machine tool builder |
| GKN Automotive Inc. | Financial Analyst | 1981–1985 | Early career corporate finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mesa Laboratories, Inc. | Director | Since 2022 | Life science tools and critical quality control solutions |
| IperionX Ltd. | Director | Since Mar 2025 | Titanium metal and critical materials company |
| (Prior) Hardinge Inc. | Director | Feb 2012–May 2018 | Manufacturing sector exposure |
Board Governance
- Board Chair responsibilities: sets board agendas, coordinates committee chairs, serves as liaison with CEO, presides over portions of meetings (e.g., CEO evaluation/compensation) .
- Committee assignments: served as Audit Committee Chair from May 1, 2023 to March 1, 2024; not listed on current Audit, Compensation, or Nominating Committee rosters post-chair transition .
- Independence: Board determined Mr. Tripeny is independent under Nasdaq standards .
- Attendance: In 2024 the board met six times; Audit Committee met six times; Compensation Committee four times; Nominating Committee four times; each director attended at least 75% of their board and committee meetings .
- Annual Meeting engagement: all directors attended the 2024 Annual Meeting .
- Anti-hedging/pledging: directors are prohibited from hedging; pledging requires pre-clearance; as of the proxy date, no director had pledged shares .
- Stock ownership guideline: each director must hold at least $250,000 in Origin stock by the fifth anniversary of election .
Fixed Compensation
- Policy: $50,000 annual cash retainer; committee member retainers—Audit $10,000; Compensation $5,000; Nominating $5,000; committee chairs—Audit $20,000; Compensation $15,000; Nominating $15,000. Directors may elect RSUs in lieu of cash. Chair of the board receives higher annual RSU grant vs. other directors; equity grant values for 2024 were temporarily reduced, returning to prior levels thereafter .
2024 non-employee director compensation for R. Tony Tripeny:
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 54,121 | Paid in 64,338 fully-vested RSUs in lieu of cash |
| Stock Awards (RSUs) | 160,000 | Annual chair RSU grant (2024 reduced value) |
| Total | 214,121 | Equity-heavy mix via retainer-to-RSU election |
Performance Compensation
- Directors do not receive performance-based bonuses or options; equity grants are time-based RSUs with service vesting. The chair’s annual RSU award vests on the earlier of one year from grant or the next annual meeting; directors can elect to defer settlement of vested RSUs; change-in-control accelerates vesting immediately prior to closing .
Key 2024 equity details for R. Tony Tripeny:
| Award Type | Grant Value / Units | Vesting / Settlement | Notes |
|---|---|---|---|
| Annual RSU (Chair) | $160,000 grant-date fair value | Vests on earlier of 1-year from grant or next AGM | 2024 equity grant temporarily reduced vs. standard chair level |
| Retainer in RSUs | 64,338 fully-vested RSUs | Immediate vesting; elected in lieu of cash | Signals equity alignment |
| Unvested RSUs (as of 12/31/24) | 185,782 units | Service-based vesting | 25,510 of these elected for deferred issuance |
| Deferred vested RSUs | 86,175 units deferred | Settlement deferred per director election | Enhances holding alignment |
Other Directorships & Interlocks
- Current public boards: Mesa Laboratories (life sciences), IperionX Ltd (critical materials) .
- Prior public/private boards: Hardinge Inc. (machine tools) .
- Related-party transactions: Company reports none meeting disclosure thresholds since Jan 1, 2023 (including transactions involving directors or their affiliates) .
- Implication: No disclosed transactional interlocks or related-party exposure with Origin suppliers/customers; independence affirmed .
Expertise & Qualifications
- Finance and accounting leadership: CFO and Controller roles at Corning; extensive international corporate finance background .
- Manufacturing and materials domain expertise: deep experience across technology and materials science industries .
- Governance credentials: prior audit committee chair at Origin; membership in professional finance organizations .
Equity Ownership
| Component | Shares | Notes |
|---|---|---|
| Direct common shares | 224,610 | Held directly |
| Trust-held shares | 73,000 | Revocable Trust of R. Tony Tripeny |
| RSUs vesting within 60 days (counted as beneficial) | 160,272 | Included in beneficial ownership |
| Total beneficial ownership | 457,882 | Less than 1% of shares outstanding |
| Deferred fully-vested RSUs (not counted above) | 86,175 | Deferred settlement per election |
| Additional RSUs to vest within 60 days but deferred | 12,755 | Deferred issuance |
- Ownership as % of outstanding: below 1% (outstanding shares 149,324,698 as of March 4, 2025) .
- Pledging: none; hedging prohibited by policy .
- Ownership guideline: $250,000 minimum by fifth anniversary of election .
Governance Assessment
- Alignment and incentives: Equity-heavy compensation (chair RSUs and retainer taken in RSUs) plus deferral of settlement indicate “skin in the game,” with anti-hedging/pledging reinforcing alignment .
- Independence and oversight: Independent Chair with defined oversight responsibilities; prior service as Audit Chair underscores financial rigor; independent status confirmed; robust committee activity and minimum attendance thresholds met in 2024 .
- Conflicts and related-party exposure: No disclosed related-party transactions involving Mr. Tripeny; external boards in adjacent industries present no reported transactional ties to Origin .
- Pay structure signals: Temporary 2024 reduction in director equity grants (including chair) due to stock price considerations suggests cost discipline; automatic reversion to prior levels thereafter .
- Change-in-control terms: Director RSUs accelerate on change in control, standard in market but can be viewed as a potential entrenchment risk; mitigated by independence and equity alignment .
- Overall: Governance quality appears solid with independent leadership, finance expertise, and equity alignment; no evident red flags on conflicts, pledging, or attendance that would impair investor confidence .