William Harvey
About William J. Harvey
William J. Harvey, age 74, is an independent director of Origin Materials, serving since June 2017 and chairing the Nominating & Corporate Governance Committee since June 2021. He previously led DuPont Packaging & Industrial Polymers as President (2009–2016) and holds an MBA from the Darden School at the University of Virginia and a B.S. in Economics from Virginia Commonwealth University . He has been nominated as a Class I director for re-election at the 2025 annual meeting to a term ending in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont Packaging & Industrial Polymers (E. I. du Pont de Nemours & Co.) | President | Jul 2009–Dec 2016 | Led global business unit in packaging/materials |
| Bridgestone Americas, Inc. | Director | Jun 2017–Dec 2023 | Board member of North American subsidiary; governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kennametal, Inc. (public) | Director | Since Mar 2011 | Supplier of tooling & industrial materials |
| Huber Engineered Woods LLC | Management Board | Since Mar 2020 | Manufacturer/supplier of wood products (J.M. Huber subsidiary) |
| Clean Chemistry, Inc. | Director; Black Bay advisory board | Since Mar 2021 | Start-up owned by Black Bay Energy Capital; reviews strategic investments |
| The Delrin Company | Director | Since Jan 2024 | Former DuPont business |
Board Governance
- Independence: The board determined Harvey is independent under Nasdaq rules; he is one of seven independent directors as of March 24, 2025 .
- Committees: Chair, Nominating & Corporate Governance; Member, Audit; Not a member of Compensation .
- Attendance: In 2024, the board met 6 times; Audit 6; Compensation 4; Nominating 4; each director attended at least 75% of applicable meetings .
- Nomination status: Nominated as Class I director for election at the 2025 annual meeting; term to 2026 if elected .
- Risk oversight: Audit Committee reviews related person transactions and oversees ESG disclosures tied to accounting/financial reporting and cybersecurity risks; Nominating & Corporate Governance oversees broader sustainability/ESG strategy and board evaluations .
- Related-party transactions: None meeting Item 404 thresholds since Jan 1, 2023 (other than compensation) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee chair retainer (Nominating & Corporate Governance) | $15,000 | Chair rate |
| Audit Committee member retainer | $10,000 | Member rate |
| Total fees earned (cash) | $75,000 | Matches Harvey’s reported cash fees for 2024 |
| Director Cash & Equity (2024) | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Bill Harvey | $75,000 | $84,999 | $159,999 |
Policy mechanics:
- Committee retainers: Audit $10k (chair $20k); Compensation $5k (chair $15k); Nominating $5k (chair $15k). Directors can elect fully vested RSUs in lieu of cash .
- Annual equity: $130k grant-date fair value, reduced to $85k for calendar year 2024 only; chair of board $205k reduced to $160k for 2024; vests at earlier of one year or next annual meeting .
- Mid-year appointment grant: $130k (reduced to $85k for 2024) proration; vests at earlier of one year or next annual meeting .
Performance Compensation
| Equity Award Type | Grant-date Fair Value (2024) | Vesting | Notes |
|---|---|---|---|
| Annual RSUs | $84,999 | Earlier of 1-year from grant or next annual meeting | Under 2021 Plan; 2024 annual grants reduced to $85k level |
| Options (legacy outstanding) | — | As per original award agreements | Harvey held 158,734 options as of Dec 31, 2024; company states it does not grant option-like instruments currently |
Deferrals and change-in-control:
- Directors may defer RSU share delivery until separation or change-in-control; non-U.S. directors may elect cash in lieu of annual grant to purchase shares per policy; all awards accelerate at change-in-control subject to service .
- Company clawback policy adopted Oct 2023 for incentive compensation recovery upon restatement; applies to executive officers (director equity is time-based) .
Performance metrics:
| Metric Category | Disclosure |
|---|---|
| Director equity performance metrics | None disclosed; director grants are time-based RSUs (no TSR/financial targets) |
Other Directorships & Interlocks
| Company | Relationship to ORGN | Potential Interlock/Conflict Indicator |
|---|---|---|
| Kennametal, Inc. (public) | External public board | Materials/tools industry; no ORGN related-party transactions disclosed |
| Clean Chemistry, Inc.; Black Bay advisory | Private start-up and PE advisory | Network overlap via Black Bay; no ORGN related-party transactions disclosed |
| Huber Engineered Woods LLC | Private subsidiary board | Building materials; no ORGN related-party transactions disclosed |
| The Delrin Company | Private board | Former DuPont business; no ORGN related-party transactions disclosed |
| Bridgestone Americas, Inc. (prior) | Former external board | Ended Dec 2023; no ORGN related-party transactions disclosed |
Expertise & Qualifications
- Packaging and materials industry executive leadership (DuPont P&IP President) .
- Significant public company board experience (Kennametal) and industrial governance exposure .
- ESG and governance oversight as Nominating & Corporate Governance Committee chair .
- Financial literacy and Audit Committee service; board determined all Audit members, including Harvey, meet independence requirements .
- Education: MBA (Darden), B.S. Economics (VCU) .
Equity Ownership
| Holding Type | Quantity | As-of Date | Notes |
|---|---|---|---|
| Common shares held directly | 85,539 | Mar 4, 2025 (beneficial ownership table footnote) | Direct ownership |
| RSUs vesting within 60 days | 85,144 | Mar 4, 2025 | Included in beneficial ownership per SEC rules |
| RSUs outstanding | 85,144 | Dec 31, 2024 | RSUs held at year-end |
| Stock options outstanding | 158,734 | Dec 31, 2024 | Legacy option holdings |
| Ownership guidelines | $250,000 fair market value threshold within 5 years of election | Policy | Compliance status not disclosed |
No pledging/hedging or ownership guideline compliance specifics are disclosed for Harvey; no related-party transactions reported for directors .
Governance Assessment
- Board effectiveness: Harvey provides deep materials/industrial experience and chairs Nominating & Corporate Governance, overseeing director nominations, committee composition, governance guidelines, and ESG strategy; he also serves on Audit, supporting risk and disclosure oversight .
- Independence and engagement: Affirmed independent; nominated for re-election; attended at least 75% of board/committee meetings in 2024 alongside peers .
- Alignment and incentives: 2024 pay mixed cash/equity ($75k cash; $84,999 RSUs) with time-based vesting and optional deferral; ownership guideline requires $250k over 5 years though individual compliance status is not disclosed .
- Conflicts and related parties: Despite broad external network (Kennametal, Clean Chemistry/Black Bay, Huber, Delrin), the proxy reports no related-party transactions meeting disclosure thresholds since Jan 1, 2023; Audit Committee pre-approves any related-party deals and reviews them per policy, reducing conflict risk .
Red flags to monitor:
- Legacy stock options outstanding (158,734) for a director are atypical under current policy (company states it does not grant option-like instruments), and can introduce higher risk appetite; monitor for any modifications or repricing (none disclosed) .
- Attendance disclosure is minimum threshold only (“at least 75%” vs full attendance); continue tracking detailed attendance in future proxies for stronger governance signals .