Emil Henry Jr.
About Emil W. Henry, Jr.
Independent director since February 2015; age 64. Former Assistant Secretary of the U.S. Treasury for Financial Institutions (2005–2007), now CEO and founder of Tiger Infrastructure Partners (since 2009). He is an Audit Committee “financial expert” under SEC/NYSE standards, and serves on all three key board committees (Audit, Compensation, Nominating & Corporate Governance). Education: MBA, Harvard Business School; BA in Economics, Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Assistant Secretary for Financial Institutions | 2005–2007 | Key advisor to two Treasury Secretaries on economic, legislative, and regulatory matters affecting U.S. financial institutions and markets . |
| Lehman Brothers | Head, Private Equity Infrastructure businesses | Not disclosed | Oversaw infrastructure investments . |
| Gleacher Partners LLC | Chairman of Asset Management; Managing Director | Not disclosed | Oversaw the firm’s investment activities . |
| Morgan Stanley (Principal Investing) | Investment professional | Not disclosed | Executed leveraged buyouts for the firm’s principal investment arm . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tiger Infrastructure Partners | Chief Executive Officer; Founder | Founded 2009 | Private equity firm focused on infrastructure investments . |
| ArrowMark Financial Corp (Nasdaq) | Director | Not disclosed | Public company directorship; additional private portfolio company boards . |
| Council on Foreign Relations | Member | Not disclosed | Policy and international affairs institution membership . |
Board Governance
- Independence: DEA Board determined Henry is independent under NYSE rules; independent directors meet in regular executive sessions .
- Committee assignments: Member—Audit (financial expert), Compensation, and Nominating & Corporate Governance; not a committee chair .
- Attendance: Board met 8 times in 2024; Audit 5, Compensation 6, Nominating 4; each director attended at least 75% of applicable meetings. Six of seven directors attended the 2024 annual meeting .
- Leadership/refresh: Independent Chairman (Binnie) since 2024; majority independent board; annual elections and majority voting with resignation policy for failed elections .
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director cash retainer | $75,000 |
| Committee chair fees | Only for chairs (Henry is not a chair) | $0 (chairs receive $25,000) |
| Equity grant | Restricted common stock; vests earlier of one-year anniversary or 2025 annual meeting | 9,527 shares; grant date fair value $114,991 |
| Meeting fees | None | $0 |
| Total 2024 director compensation | Cash + equity | $189,991 |
DEA’s 2024 director program was benchmarked by Ferguson Partners Consulting; no changes adopted in 2024 .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based pay for directors | Not utilized; director equity vests time-based (earlier of grant anniversary or next annual meeting) . |
| Anti-hedging/anti-pledging | Directors prohibited from hedging or pledging unless approved by Nominating & Governance Committee; no waivers disclosed for Henry . |
| Ownership guidelines | Non-employee directors must hold equity equal to 5× annual cash retainer; all outside directors are in compliance . |
Other Directorships & Interlocks
| Company | Industry | Role | Committee Roles (if disclosed) | Interlocks/Conflicts (proxy-disclosed) |
|---|---|---|---|---|
| ArrowMark Financial Corp (Nasdaq) | Specialty finance | Director | Not disclosed | None disclosed in DEA proxy . |
- Compensation Committee interlocks: DEA’s Compensation Committee (including Henry) had no relationships requiring Item 404 disclosure and no cross-board executive interlocks involving DEA executives in 2024 .
Expertise & Qualifications
- Financial/investment expertise; qualifies as Audit Committee financial expert; financially literate under NYSE standards .
- Deep infrastructure and private equity experience; prior high-level policy role at U.S. Treasury .
- Education: MBA (Harvard Business School); BA Economics (Yale) .
Equity Ownership
| Metric (as of Feb 28, 2025) | Value |
|---|---|
| Beneficial ownership (common shares) | 58,143 shares (<1%) |
| Ownership as % of outstanding shares | <1% of 107,970,559 shares |
| Pledged shares | None disclosed for Henry in proxy footnotes (pledging disclosed only for Crate and Ibe) . |
| Compliance with ownership guidelines | All outside directors (including Henry) in compliance (≥5× cash retainer) . |
Governance Assessment
- Board effectiveness: Henry’s service on all three key committees and Audit “financial expert” designation strengthen oversight of financial reporting, compensation, and ESG/governance policies .
- Independence and attendance: Independent status with at least 75% meeting attendance supports engagement; board maintains executive sessions and majority voting with resignation policy—investor-friendly structures .
- Alignment: Director pay mix balanced (cash + time-vested equity), no meeting fees, anti-hedging/pledging, and stringent ownership guidelines (compliance confirmed) reflect alignment and risk control .
- Conflicts/related parties: Proxy discloses no related party transactions involving Henry; Compensation Committee interlocks show no Item 404 concerns—low conflict risk indicator .
- RED FLAGS: None disclosed specific to Henry (no pledging waivers, no related-party ties, no delinquent Section 16 reporting). Broader company exceptions apply to CEO/Vice Chairman pledging waivers, but not to Henry .