Andrew W. Evans
About Andrew W. Evans
Independent director since 2024; Chair of the Compensation Committee and member of the Audit Committee. Former CFO of Southern Company (2018–2021) and CEO of AGL Resources; recognized as an Audit Committee Financial Expert. Age 58; independence affirmed by the Board under NYSE standards. Background includes enterprise risk management, investor relations, IT/cybersecurity oversight, and capital deployment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Company | Chief Financial Officer | 2018–2021 | Oversight of investor relations, public reporting, IT, cybersecurity, business development, risk and capital deployment |
| AGL Resources, Inc. | Chairman, President & CEO; prior roles: Treasurer, CFO, COO | 15 years | Led the largest publicly traded gas distribution system; enterprise risk and operational leadership |
| Mirant Corp | Executive roles | Not disclosed | Global energy provider experience |
| Federal Reserve Bank of Boston | Professional role | Not disclosed | Financial and economic policy exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southwest Gas Holdings, Inc. (NYSE: SWX) | Director | Since 2022 | SWX is CTRI’s controlling shareholder (81%) as of Feb 24, 2025 |
| Air Products and Chemicals, Inc. (NYSE: APD) | Director | Not disclosed | Public company board |
| Georgia Power | Director | Not disclosed | Subsidiary board (Southern Company) |
| Emory University | Trustee | Not disclosed | Philanthropic leadership |
Board Governance
- Independence: The Board determined Evans is independent under NYSE standards. Controlled company exemptions apply; independence requirements maintained for Audit.
- Committee assignments: Compensation Committee Chair; Audit Committee member. Audit met 5× in 2024; Compensation met 3×; Nominating met 3×.
- Audit Committee Financial Expert: Board determined Evans qualifies under Item 407(d)(5)(ii).
- Attendance: Board held 3 regular and 3 special meetings; each member attended at least 75% of aggregate Board+committee meetings in 2024.
- Executive sessions: Non-management directors expected to meet in executive session at least quarterly; independent directors separately at least annually.
- Controlled company and designation rights: SWX can designate majority of Board seats and proportional committee representation while owning >50%; several CTRI directors are SWX designees (including Evans).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $95,000 | Paid quarterly; no per-meeting fees unless >3 additional meetings |
| Additional retainer – Compensation Committee Chair | $15,000 | Annual |
| 2024 Fees Earned (Evans) | $82,500 | Reported cash fees for 2024 (partial year/proration) |
| Annual equity – 2024 grant | 6,904 RSUs | Granted Apr 30, 2024; vest Apr 30, 2025 |
| 2024 equity grant fair value | $170,874 | Based on $24.75 closing price on grant date |
Performance Compensation
Directors do not receive performance-based bonuses or option awards; equity is time-based RSUs.
| Award Type | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Time-lapse RSUs (director annual grant) | Apr 30, 2024 | 6,904 | Vests Apr 30, 2025 | $170,874 |
Other Directorships & Interlocks
| Counterparty | Nature | Relevance/Interlock |
|---|---|---|
| Southwest Gas Holdings (SWX) | CTRI controlling shareholder; Evans is SWX director | Governance interlock; SWX designation rights over CTRI Board and committees; SWX-related transactions and covenants in separation agreements |
| Southwest Gas Corporation (SWX subsidiary) | CTRI revenue $106.8m (FY2024) | Customer relationship; receivables and contract assets tied to SWX Corp |
| Compensation Committee composition | Includes SWX CEO Karen S. Haller (non-independent) | Controlled company exemption; not fully independent compensation committee |
Expertise & Qualifications
- Utility leadership: Former CFO of Southern Company; former CEO of AGL Resources; deep gas and electric utility experience.
- Finance/risk: Enterprise risk management, capital deployment, investor relations, and SEC reporting; Audit Committee Financial Expert.
- Governance: Service on multiple public boards (SWX, APD) and subsidiary board (Georgia Power); philanthropic trusteeship (Emory).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Andrew W. Evans | — | <1% | As of Feb 24, 2025; shares outstanding 88,517,521 |
| 2024 RSU award (director grant) | 6,904 units | n/a | Time-based RSUs; vest Apr 30, 2025 |
| Stock ownership guideline | ≥5× cash retainer within 5 years | Policy applies to all non-employee directors; Company states all are currently in compliance | Compliance assessed including equivalents/deferrals |
Governance Assessment
-
Positives
- Independent status and Audit Committee Financial Expert designation bolster oversight quality.
- Strong utility-sector finance and risk background; chairs Compensation Committee.
- Board instituted clawback policy compliant with SEC/NYSE; independent compensation consultant (Meridian).
-
Risks and RED FLAGS
- Controlled company: SWX owns ~81% and retains extensive board/committee designation and consent rights; multiple SWX designees on CTRI Board and committees (including Evans). Potential for conflicts in related-party oversight and compensation decisions.
- Related-party exposure: Material revenues with Southwest Gas Corporation; SWX covenants constrain CTRI actions (capex thresholds, financing, governance changes) while SWX remains majority owner. Heightened need for robust recusals and Audit Committee scrutiny.
- Compensation Committee independence: Inclusion of SWX CEO due to controlled company exemption; may challenge perceived independence of pay decisions despite Evans’ chair role.
-
Engagement and attendance
- Board and committees met regularly; directors met attendance expectations (≥75%). Executive session cadence defined; continued monitoring of independent director leadership advisable.
-
Director pay alignment
- Cash retainer plus time-based RSUs; ownership guideline (5× retainer) and stated compliance support alignment. Consider transparency on deferred units and any pledging/hedging prohibitions in future disclosures.
Implication: Evans brings strong financial oversight and utility-sector expertise; however, his concurrent directorship at SWX amid extensive SWX rights over CTRI heightens perceived conflict risk. Investors should monitor Audit/Compensation Committee processes, recusals on SWX-linked matters, and future deconsolidation steps that may reduce SWX control.