Stephen Jones
About Stephen Jones
Stephen J. Jones, age 64, is Interim President & CEO of 374Water (SCWO) since October 8, 2025, and has served as a director since April 14, 2025. He previously was CEO and director of Covanta (2015–2020) and held senior global leadership roles at Air Products including China President; he currently serves on the boards of Tronox (NYSE: TROX) and Badger Infrastructure Solutions (TSX: BDGI). He holds a BS (Economics) from Bloomsburg University, MBA (Finance) from Temple University, and JD from the University of Pennsylvania; he also completed INSEAD’s Advanced Management Program . Company operating trends during 2024–Q3’25 show early revenue ramp (see table below) as commercialization progresses .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Covanta Holding Corporation | President, CEO, Director | 2015–2020 | Led a global sustainable waste/energy platform . |
| Air Products and Chemicals | Senior roles incl. Tonnage Gases, Equipment, Energy, Industrial Chemicals; China President (Shanghai) | 1992–2014 | Grew international businesses; led China operations . |
| Dechert LLP | Corporate lawyer (M&A) | Pre‑1992 | Transactional foundation for later operating leadership . |
External Roles
| Organization | Position | Notes |
|---|---|---|
| Tronox Holdings plc (NYSE: TROX) | Director | Chemicals/minerals producer . |
| Badger Infrastructure Solutions Ltd. (TSX: BDGI) | Chairman of the Board | Nondestructive excavation services . |
| Hitachi Zosen Inova AG | Special Advisor to Supervisory Board | Cleantech/waste‑to‑energy focus . |
Board Governance
- Board service: Appointed director April 14, 2025; prior to becoming Interim CEO, served on Compensation and Nominating & Corporate Governance committees; continues as a director during interim CEO term .
- Independence/leadership: Determined independent upon appointment; Board Chair is Deanna Rene Estes; majority‑independent Board and standing Audit, Compensation, and Nominating committees in place .
- Equity ownership policy (Directors): Board adopted a minimum equity ownership policy on Oct 15, 2025 requiring each director to purchase and hold at least $50,000 of shares; Jones (as Interim CEO and director) publicly endorsed the policy’s alignment intent .
Fixed Compensation (Interim CEO)
| Element | Terms |
|---|---|
| Role/Term | Interim President & CEO for 12 months or earlier if full‑time CEO is hired . |
| Base salary | $1 for the term . |
| Benefits | Company‑paid healthcare and dental for Jones and family during the term; reimbursement of reasonable legal fees to review package . |
| Cash bonus | Not disclosed for the interim package (no target/actual bonus disclosed) . |
Performance Compensation (Interim CEO)
| Instrument | Size/Price | Vesting & Triggers | Term |
|---|---|---|---|
| Non‑qualified stock options | 4,500,000 options at $0.37 per share | Time‑based: 25% at grant (Oct 7, 2025), then 25% at 90 days, 25% at 180 days, 25% at 270 days, subject to continuous service; immediate vest upon (i) change of control, (ii) hiring of a full‑time CEO, or (iii) termination other than for cause . | 10 years from grant (unless earlier per agreement) . |
Notes:
- No performance‑metric weighting or cash incentive metrics are disclosed for Jones’ interim package; equity is heavily time‑based with acceleration on specific corporate/role events .
Equity Ownership & Alignment
| As of | Beneficial ownership detail | Ownership % | Pledging/Hedging | Ownership guidelines |
|---|---|---|---|---|
| Oct 21, 2025 (record date for proxy) | 179,593 common shares + 1,125,000 options exercisable within 60 days; total beneficial 1,304,593 shares (footnote (4)) | “*” (less than 1%) per company table | Hedging/short sales prohibited by insider trading policy; no pledging disclosed . | Board policy requires each director to purchase and hold at least $50,000 of shares (announced Oct 15, 2025) . |
Employment Terms
| Term/Clause | Key terms |
|---|---|
| Start dates | Employment agreement dated Oct 7, 2025; appointed Interim CEO Oct 8, 2025 . |
| Term length | 12 months or earlier on hire of full‑time CEO . |
| Change‑of‑control | Full acceleration of the 4.5M options upon change of control . |
| Other accelerators | Full acceleration upon hire of a full‑time CEO or termination other than for cause . |
| Severance | No cash severance multiple disclosed for the interim package in filings reviewed . |
| Clawback | Company has an exchange‑compliant clawback policy for incentive‑based compensation upon certain accounting restatements (Section 10D/Nasdaq) . |
| Non‑compete/Non‑solicit | Not disclosed in the excerpts reviewed . |
| Related‑party transactions | Company disclosed none for Jones under Item 404 at appointment . |
Company Operating Metrics During His Tenure (context)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue (USD) | $11,856 | $543,100 | $594,967 | $760,417 |
| EBITDA (USD) | -$4,694,217* | -$3,621,506* | -$4,452,580* | -$4,164,492* |
*Values retrieved from S&P Global.
Director Compensation (reference)
- 2024 non‑employee directors received fully vested RSU awards of 40,000 shares (e.g., ~$41,200 fair value); Jones joined the Board in 2025 and did not receive 2024 director pay .
- In 2025, the company sought stockholder approval to raise the non‑employee director annual compensation limit to $300,000 under the 2021 Equity Incentive Plan amendments .
Compensation Structure Analysis
- Cash vs equity mix: Interim package is nearly 100% equity (base salary $1) with time‑based vesting and multiple acceleration triggers—an atypical, highly equity‑levered, short‑duration structure .
- Pay‑for‑performance link: No explicit cash bonus plan or performance metrics disclosed for the interim period (equity is time‑based, not PSU‑based) .
- Acceleration/retention: Immediate vesting on change of control, hiring of a full‑time CEO, or termination not for cause increases near‑term realizable equity; could reduce retentive force if a permanent CEO is appointed quickly .
- Governance controls: Hedging prohibited and clawback policy in place; no related‑party issues disclosed for Jones .
Risk Indicators & Red Flags
- Accelerated vesting triggers (CoC, permanent CEO hire, termination not for cause) can concentrate equity realizations in a short window, potentially adding insider selling pressure around vesting dates and trigger events .
- Nasdaq minimum bid deficiency and need for reverse split were highlighted to maintain listing; failure could constrain capital access (material for compensation value realization) .
- Management transition risk acknowledged in Q3’25 risk factors given leadership changes and commercialization ramp .
Say‑on‑Pay & Shareholder Feedback
- Company holds say‑on‑pay every three years; next advisory vote is expected at the 2027 annual meeting; no 2025 say‑on‑pay result to report .
Expertise & Qualifications
- Deep operating experience in waste‑to‑energy and industrial gases; prior public company CEO; active public company chair/director; legal, financial, and international credentials (US, China) .
Investment Implications
- Alignment: $1 salary and 4.5M options at $0.37 strongly align near‑term equity outcomes with operational catalysts; however, time‑based vesting (not performance‑conditioned) weakens direct pay‑for‑performance linkage .
- Trading signals: Step‑function vesting (grant/90/180/270 days) plus acceleration triggers (CoC or permanent CEO hire) raise the probability of event‑driven insider selling windows; monitor Form 4s around each vest tranche and any CEO succession updates .
- Governance: Board minimum equity ownership policy for directors, hedging prohibitions, and a clawback framework are positives; no Item 404 related‑party issues disclosed for Jones .
- Execution risk: Filings emphasize commercialization and listing‑compliance risks; compensation value realization is sensitive to maintaining Nasdaq listing and advancing deployments (reverse split proposal and risk disclosures merit close watch) .
Key sources: Jones appointment/biography and employment terms ; Q3’25 10‑Q certifications and subsequent events ; Beneficial ownership (as of Oct 21, 2025) ; Board equity ownership policy press release ; 2025 and 2024 proxy statements (governance, policies, director comp) ; Revenues/EBITDA per table above (EBITDA from S&P Global).