Buddie Joe (BJ) Penn
About Buddie Joe (BJ) Penn
Buddie Joe (BJ) Penn (age 87) is an independent director of 374Water Inc. (SCWO), serving since 2022. He is a former Acting Secretary and Assistant Secretary of the U.S. Navy and currently CEO of Genesis IV (executive consulting) and Penn Construction Group (design/build A&E), with degrees from Purdue (BS, Industrial Technology) and George Washington University (MS, HR Management & Personnel Administration) . The Board has determined Mr. Penn is “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Acting Secretary of the Navy | Mar–May 2009 | Senior civilian leadership of Navy/Marine Corps |
| U.S. Navy | Assistant Secretary (Installations & Environment) | Since 2005 (prior to Acting Sec.) | Oversight of installations and environmental programs |
| U.S. Navy | Naval Aviator; multiple command/leadership posts (e.g., CO NAS North Island, Special Assistant to CNO) | Career through 1995 | Awarded EA-6B Pilot of the Year (1972); broad operational leadership |
| Loral Corporation | Director of International Business | 1995–1996 | Transition to industry after Navy |
| Lockheed Martin | Corporate Staff (post Loral acquisition) | From 1996 | Defense industry corporate experience |
| U.S. Navy | Director of Industrial Base Assessments | From 2001 | Industrial base oversight |
| Genesis IV | Chief Executive Officer | Since Jan 2013 | Executive consulting firm leadership |
| Penn Construction Group | Chief Executive Officer | Since Jan 2013 | Design/build A&E firm leadership |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Spectra Systems Corporation (LSE: SPSY) | Chairman of the Board | Current; LSE-listed |
| Healthcare Trust Inc. (Nasdaq: HTIA) | Director | Current; Nasdaq-listed |
| Secretary of Defense Policy Board | Member | Current advisory body service |
| George Washington University | Trustee Emeritus | Current honorific role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Penn is “independent” under Nasdaq rules . |
| Board Tenure | Director since 2022 . |
| Committee Assignments (as of Apr 15, 2025) | Audit Committee – Member; Nominating & Corporate Governance (NCG) – Chair . |
| Committee Meeting Counts (2024) | Audit: 4 meetings; Compensation: 2 meetings (+1 written consent); NCG: 1 meeting . |
| Attendance | Company reported no incumbent director attended fewer than 75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting . |
| Board Leadership | Deanna Rene Estes is Chair of the Board . |
| Nasdaq Compliance Note | Company briefly fell out of Nasdaq Independent Director Requirement and regained compliance upon appointing independent director Stephen Jones on Apr 14, 2025 . |
| 2025 Director Election Support | Votes for Penn: 68,425,405; Withheld: 6,911,081; Broker non-votes: 22,625,197 . |
Fixed Compensation (Director)
| Year | Cash Fees | Stock Award (Grant-date fair value) | Option Awards | All Other Compensation | Total | Notes |
|---|---|---|---|---|---|---|
| 2024 | $0 | $41,200 | $0 | $8,800 (consulting fees) | $50,000 | Non-employee directors received fully vested RSUs for 40,000 shares on Nov 15, 2024; no unvested stock awards outstanding at 12/31/2024 . |
Compensation Committee reviews director pay annually; no compensation consultant used for the 2024 review . For 2025, director compensation had not yet been determined as of the proxy filing .
Performance Compensation (Director)
| Grant Date | Award Type | Shares/Units | Vesting | Fair Value |
|---|---|---|---|---|
| Nov 15, 2024 | Restricted Stock Units (RSUs) | 40,000 | Fully vested at grant; no unvested awards at 12/31/2024 | $41,200 |
- Equity plan and director pay framework: In 2025, stockholders approved amendments to increase the 2021 Equity Incentive Plan share reserve and raise the individual non-employee director annual compensation limit to $300,000 (value includes cash and equity at grant-date fair value) .
Other Directorships & Interlocks
| Company | Listing/Ticker | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Spectra Systems Corporation | LSE: SPSY | Chairman | No SCWO relationship disclosed . |
| Healthcare Trust Inc. | Nasdaq: HTIA | Director | No SCWO relationship disclosed . |
- Related-party exposure: The proxy discloses a manufacturing/services agreement with Merrell Bros. (director resigned 12/31/2024) but does not identify related-party transactions involving Mr. Penn; Penn did receive $8,800 in consulting fees in 2024 (below Item 404 threshold) .
Expertise & Qualifications
- Federal/government contracting and defense expertise from decades in and with the U.S. Navy; Board cites this as valuable given federal/government is a key market for 374Water .
- Financial literacy and independence for Audit Committee service; Audit Committee charter responsibilities include overseeing related-party transactions and risk management .
- Leadership and governance experience as chair/director on other public boards .
Equity Ownership
| As-of Date | Common Shares | Options (exercisable ≤60 days) | Warrants (exercisable) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Oct 21, 2025 | 190,000 | 20,000 | 30,000 | 240,000 | <1% (table asterisk) |
| Reference Outstanding Shares | 169,248,799 shares outstanding (Oct 21, 2025) |
- As of 12/31/2024, Mr. Penn held 20,000 unexercised stock options; no unvested stock awards outstanding .
Governance Assessment
-
Strengths
- Independent director with deep government/defense domain expertise aligned to SCWO’s federal market focus; serves as NCG Chair and Audit member, indicating governance and oversight trust from the Board .
- Solid engagement: no director fell below the 75% attendance threshold; Board held 20 meetings in 2024, with active committee cadence (Audit 4; Comp 2; NCG 1) .
- Shareholder support: re-elected in 2025 with 68.4M votes for (withheld 6.9M; sizable broker non-votes typical under NYSE rules), providing a read-through on investor confidence .
-
Watch items / potential red flags
- Fully vested RSU grants to directors (40,000 RSUs; $41.2K in 2024) reduce long-term retention/holding incentives versus deferred or unvested equity; 2025 plan change raises potential director pay cap to $300K, increasing risk of pay inflation if not tightly governed .
- Consulting fees of $8,800 paid to Mr. Penn in 2024, while small and below Item 404 thresholds, are atypical for independent directors and should be monitored for scope and recurrence to avoid perceived independence erosion .
- Board briefly fell out of Nasdaq independence compliance in early 2025 (remedied via addition of Stephen Jones); underscores importance of ongoing refreshment and majority-independence maintenance .
-
Legal/other risk indicators
- Company disclosure states no material legal proceedings over the past ten years requiring disclosure affecting directors’ integrity or ability, which would encompass Mr. Penn .