Eric M. Bowen
About Eric M. Bowen
Independent director of RYAM since 2024 (age 53). Former Founder/CEO of Tellurian Biodiesel (acquired by Renewable Energy Group), and long-time executive at Renewable Energy Group (General Counsel, Corporate Secretary & VP Strategy; VP Corporate Business Development & Legal Affairs; head of REGI Life Sciences). Advisory Board member at Terviva (private) since Nov 2022. JD, UC Berkeley; BA, University of Oregon Honors College. Appointed to RYAM’s Board in September 2024; assessed independent by the Board (eight of nine directors independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renewable Energy Group (REGI → acquired by Chevron) | General Counsel, Corporate Secretary & VP Strategy | Apr 2020 – Jun 2022; worked several months post-acquisition on Chevron Reg. Energy Group integration/strategy | Legal leadership, corporate strategy, M&A/integration experience in renewables |
| Renewable Energy Group (REGI) | VP Corporate Business Development & Legal Affairs | Jan 2013 – Apr 2020 | Corporate development, transactions; also led REGI Life Sciences (Jan 2014 – May 2019) |
| Tellurian Biodiesel | Founder, President & CEO | Pre-2010 – 2010 (acquired by REGI in 2010) | Entrepreneurial build in waste-based low-carbon fuels; sale to public renewable fuels leader |
External Roles
| Organization | Role | Status | Dates |
|---|---|---|---|
| Terviva, Inc. (private) | Advisory Board Member | Current | Nov 2022 – present |
| Forge Hydrocarbons | Director | Former | Nov 2013 – Oct 2022 |
| Hydrogen Works | Director | Former | Dec 2021 – Jul 2024 |
Board Governance
- Committee assignments (2024): Audit Committee member (8 meetings); Sustainability Committee member (3 meetings). Not a committee chair. Audit Committee Chair: Bryan D. Yokley; Sustainability Chair: Lisa M. Palumbo.
- Independence: Board determined all directors other than the CEO (Mr. Bloomquist) were independent (8 of 9). Independent directors held five executive sessions in 2024.
- Attendance: The Board held 11 meetings in 2024; each director attended at least 75% of combined Board and committee meetings during their tenure. All directors attended the 2024 Annual Meeting.
- Board refresh: Average tenure 6.2 years; six new directors since 2020 (67% refresh). Bowen is the most recent addition (appointed September 2024).
Fixed Compensation (Director)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Prorated for partial-year service; paid quarterly |
| Committee chair retainers | Audit: $20,000; Compensation/Finance/Nominating/Sustainability: $15,000 | Sustainability Chair retainer not paid when Chair is also Independent Board Chair |
| Independent Chair retainer | $100,000 | Paid quarterly |
| Cash fees deferral | Up to 100% of cash fees may be deferred; lump-sum paid at end of service; earns Prime Rate interest | Plan-level feature (director-elected) |
| 2024 actual (Bowen) | Cash fees: $36,663; All other comp: $0 | Partial-year service (joined Sep 9, 2024) |
Performance Compensation (Director)
| Equity Vehicle | Grant specifics | Vesting/Terms | Value |
|---|---|---|---|
| RSUs (annual director award policy) | Standard 2024-2025 grant: $115,003 per director, using nominal $7.00/share → 16,429 RSUs (except Bowen) | Vest on May 16, 2025 if director remains through vest (pro rata for partial year); dividends accrue and pay at vest with interest at Prime Rate | $115,003 per director (ex-Bowen) |
| RSUs (Bowen new-director grant) | Granted Sep 9, 2024: 10,646 RSUs; grant-date fair value $78,352 (based on $7.36) | Outstanding RSUs as of Dec 31, 2024: 10,646; subject to director equity terms (time-based) | $78,352; 10,646 RSUs |
- Annual cap on director equity+cash: $400,000 under current plan. Proposal for amended 2023 Plan would raise the annual director cap to $500,000 (subject to shareholder approval).
Other Directorships & Interlocks
- Current public company boards: none disclosed besides RYAM.
- Compensation Committee interlocks: Committee members listed; Bowen is not a member. No interlocks or insider participation disclosed.
- Related party transactions: Audit Committee’s annual review identified none requiring disclosure for 2024.
Expertise & Qualifications
- Legal, corporate strategy, renewable fuels, M&A and integration leadership; international operations; sustainability/biomaterials adjacency—aligned with RYAM’s biomaterials initiatives.
- Audit Committee service; Audit Committee financial expert designations on the committee are Messrs. Mariano and Yokley (not Bowen).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/17/2025) | 23,146 common shares; <1% of class |
| Unvested RSUs outstanding (12/31/2024) | 10,646 RSUs (Bowen) |
| Director stock ownership guidelines | After 5 years, required to hold stock ≥ sum of prior 5 years’ cash retainers; prior to reaching guideline, must hold all equity retainer; all directors were in compliance as of Mar 17, 2025 |
| Hedging/pledging | Strict prohibition on hedging, options, collars, exchange funds; pledging prohibited. Company notes directors are not permitted to pledge, and to its knowledge none have pledged shares. |
Governance Assessment
-
Positives
- Independent director with deep renewable fuels/biomaterials experience; enhances board oversight of innovation and sustainability initiatives.
- Sits on Audit and Sustainability Committees; complements ESG oversight while contributing to financial controls oversight.
- Strong alignment policies: mandatory stock ownership and retention; anti-hedging/anti-pledging; no related-party transactions identified.
- Board pursuing declassification and removal of supermajority voting—shareholder-friendly governance reforms.
- High 2024 Say-on-Pay support (96.7%), signaling investor confidence in compensation governance.
-
Watch items / potential risks
- New director (appointed Sep 2024) with limited tenure to date; individual attendance not disclosed beyond the 75% minimum standard.
- Serves on Audit Committee but is not designated an “audit committee financial expert” (others on the committee are).
- Industry adjacency: prior and current roles in renewable fuels/biomaterials ecosystems could warrant ongoing monitoring for related-party exposures; none reported in 2024.
-
Overall view: Bowen strengthens board expertise in renewables and strategy with sound independence and alignment structures in place; no conflicts disclosed; continued monitoring of contributions on Audit/Sustainability and any evolving interlocks/transactions is advisable.