Welcome to ENGlobal.com

Delivering Innovation

Welcome to ENGlobal.com

Delivering Innovation

Governance

Directors & Committees

Governance Highlights

The overarching responsibility of the directors is to direct the management of the business and affairs of the Company by exercising their business judgment in good faith and acting in what they reasonably believe to be in the best long-term interests of the Company and its shareholders and other constituencies. Directors are expected to review Board meeting materials in advance, to attend Board meetings regularly and to attend the Company’s annual meeting of shareholders. The Board is also responsible for performing certain specific functions, including:
 
  1. Selecting, evaluating and approving the compensation of the officers of the Company and planning for senior management succession;
  2. Reviewing, approving and monitoring significant corporate actions and strategic plans;
  3. Reviewing assessments of, and measures to address and mitigate, significant risks and issues facing the Company;
  4. Ensuring that processes are in place to protect the integrity of the Company, including its compliance with law and the Company’s corporate governance policies;
  5. Director orientation and continuing education; and
  6. Annual performance evaluation of the Board, whereby the Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively.
 

1. Director Qualification Standards
The Nominating and Corporate Governance Committee establishes criteria for selecting new members of the Board. The Board as a whole should reflect a range of skills, knowledge and experience in areas of importance to the Company. Directors must be committed to upholding the highest standards of personal and professional integrity and to representing the interests of all shareholders, not particular shareholder constituencies. The Nominating and Corporate Governance Committee places no specific restrictions on the number of terms directors may serve or other boards on which a director may sit, but directors must possess sufficient time and energy to carry out their duties effectively. A majority of directors must be “independent” under the listing standards of the NASDAQ Stock Market. No director will qualify as “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In determining whether a director is independent, the Board will broadly consider all relevant facts and circumstances. 

 

2. Board Committees
At all times, the Board will have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee shall be composed solely of directors who meet the standards of independence established by the NASDAQ Stock Market for service on the respective committee. The key responsibilities of these committees are set forth in their respective charters. The Board may, from time to time, establish or maintain such additional committees that it determines to be appropriate. 

 

3. Director Access to Management and Independent Advisors
Directors shall have full access to management and employees of the Company. The Board and its committees are authorized to consult with such independent advisors as they deem appropriate.

 

4. Director Compensation
The Compensation Committee will review and make recommendations to the Board with respect to the compensation of directors. In general, compensation will consist of a combination of equity to align the interests of the directors with the long-term interests of the shareholders and cash to compensate the directors for their service.

 

5. Ethical Conduct
Directors, as well as officers and employees, are expected to act ethically and adhere to the policies set forth in the Company’s Code of Business Conduct and Ethics.

 

6. Communications with Directors
Shareholders and other interested parties may communicate with the Board by writing to the Chairman of the Nominating and Corporate Governance Committee at the Company’s address. The Chairman of the Nominating and Corporate Governance Committee shall forward such communications to all Directors if they relate to substantive matters and include information, suggestions or comments that the Chairman of the Nominating and Corporate Governance Committee, with the assistance of the Corporate Secretary, deems appropriate for consideration by the full Board.

  
 
 
 
 
ENG Corporation has a Code of Business Conduct and Ethics applicable to all directors and employees of the Corporation. The CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. The Corporate Code of Ethics is available below. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies as detailed in the attached PDF document.
 
 
 
 
Excerpted from the Company’s Proxy Statement filed December 2013
The Board has adopted a policy requiring that all transactions between ENGlobal and its officers, directors, principal shareholders and their affiliates be on terms no less favorable to the Company than could be obtained from unrelated third parties and that any such transactions be approved by a majority of the disinterested members of the Board. Pursuant to such policy, the Company’s Audit Committee is responsible for the review and assessment of all related party transactions.
 
 
 
Excerpted from the Company’s Proxy Statement filed April 2022
The principal objectives of our director compensation programs are to: (i) compensate for time spent on the Company’s behalf, and (ii) align the compensation programs with long-term value to the Company’s shareholders. We attempt to accomplish these objectives in an economical manner through a combination of reasonable director retainer fees and equity incentive grants to the directors.
 
Retainer Fees
Historically, our non-employee directors received a cash retainer as compensation for their service to the Company, and our Chairman of the Audit Committee also received an additional cash retainer as compensation for such service. Our non-employee directors are also eligible for reimbursement of travel and other miscellaneous expenses associated with attendance at Board and Committee meetings. Our non-employee directors, Messrs. Palma, Sorrells, and Kirchner receive an annual cash retainer of $30,000 as compensation for their service to the Company, and Messr. Palma receives an additional $4,000 for his service as Audit Committee Chairman.
 
Restricted Stock Grants
Under the Long-Term Incentive Plan, non-employee directors are eligible to receive equity grants. Our non-employee directors typically receive the equity grants in June concurrent with the annual shareholders’ meeting. On August 26, 2021, in recognition of the services provided by its Board for the 2021-2022 service term, our non-employee directors, Messrs. Palma, Sorrells, and Kirchner, each received 25,253 restricted shares of the Company’s common stock, valued at $50,000 based on the fair market value of the shares on the date of grant, or $1.98 per share. The shares vested and will vest, as applicable, in equal installments on September 30, 2021, December 31, 2021, March 31, 2022, and June 30, 2022.
 
The Board considers the director compensation programs to be in conformity with industry standards and to be reasonable by comparison to directors’ compensation at the comparable companies that we used for our evaluation of executive compensation.
 
Mr. Coskey will not receive any compensation from the Company for his service as a director, but will be eligible for reimbursement of travel and other miscellaneous expenses associated with attendance at Board and Committee meetings.

Kevin M. Palma

Director

Mr. Palma has served as a Director of the Company since June 2016, and is a member of the Audit and Compensation Committees.

Mr. Palma served as the Chief Financial Officer of B-29 Investments, LP, an energy private equity firm, from 2006 until he was promoted to Chief Operating Officer in December 2018, and also served as the Chief Financial Officer of B-29 Family Holdings, LLC, a family office, since its inception in 2014 until December 2018. In his role within the private equity space, Mr. Palma focuses on investment strategy, investment execution, and portfolio company management for both privately-held and publicly-traded companies.

Mr. Palma currently serves on several private company boards, including Silver Creek Oil and Gas, LLC, Caliber Completion Services, LLC, and Klear Bit Technologies, LLC. His past experiences on private company boards include Crest Pumping Technologies, LLC and TEC Holdings, LLC (which was recently rebranded as AXIS Energy Services, LLC).

Kevin M. Palma

Prior to his roles at B-29, Mr. Palma was a member of the energy investment banking team at Raymond James & Associates, focusing on capital market raises and merger and acquisition activity.

Mr. Palma is licensed as a Certified Public Accountant in the State of Texas, and holds a Master of Business Administration from the Harvard Business School in addition to a Bachelor of Business Administration and a Master of Public Administration from the University of Texas.

Committee Membership: Audit Committee, Compensation Committee

Kevin M. Palma

Director

Kevin M. Palma

Mr. Palma has served as a Director of the Company since June 2016, and is a member of the Audit and Compensation Committees.

Mr. Palma served as the Chief Financial Officer of B-29 Investments, LP, an energy private equity firm, from 2006 until he was promoted to Chief Operating Officer in December 2018, and also served as the Chief Financial Officer of B-29 Family Holdings, LLC, a family office, since its inception in 2014 until December 2018. In his role within the private equity space, Mr. Palma focuses on investment strategy, investment execution, and portfolio company management for both privately-held and publicly-traded companies.

Mr. Palma currently serves on several private company boards, including Silver Creek Oil and Gas, LLC, Caliber Completion Services, LLC, and Klear Bit Technologies, LLC. His past experiences on private company boards include Crest Pumping Technologies, LLC and TEC Holdings, LLC (which was recently rebranded as AXIS Energy Services, LLC).

Prior to his roles at B-29, Mr. Palma was a member of the energy investment banking team at Raymond James & Associates, focusing on capital market raises and merger and acquisition activity.

Mr. Palma is licensed as a Certified Public Accountant in the State of Texas, and holds a Master of Business Administration from the Harvard Business School in addition to a Bachelor of Business Administration and a Master of Public Administration from the University of Texas.

Committee Membership: Audit Committee, Compensation Committee