Paul T. Hanrahan
About Paul T. Hanrahan
Independent director since 2022; age 67. Chairman of Cubico Sustainable Investments; former CEO of AES and Globeleq; interim CEO/director of Hygo Energy (acquired by New Fortress Energy in 2021). Holds a B.S. in Mechanical Engineering (U.S. Naval Academy) and MBA (Harvard); designated Audit Committee Financial Expert at EE. Committee roles at EE: Chair, Compensation Committee; Chair, Nominating & Corporate Governance; Member, Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The AES Corporation | President & CEO; Director | Jun 2002–Sep 2011 | Led global IPP operations; large-cap public board experience |
| American Capital Energy & Infrastructure Mgmt., LLC | CEO | Sep 2012–Dec 2016 | Raised/invested energy infrastructure funds; sold to Ares Capital |
| Globeleq Advisors Limited | CEO; Director | Sep 2017–Dec 2019 (CEO); Director since Jan 2020 | African IPP operations and development |
| Hygo Energy Transitions Ltd. | Interim CEO; Director | Oct 2020–Apr 2021 | LNG-to-power developer; acquired by New Fortress Energy |
| Ingredion Inc. | Director (public) | Mar 2006–Oct 2023 | Long-tenure public board service |
External Roles
| Organization | Role | Current/Recent | Notes |
|---|---|---|---|
| Cubico Sustainable Investments | Chairman | Current | Privately-owned renewables platform; global portfolio |
| Globeleq Advisors Limited | Director | Since Jan 2020 | African IPP developer/operator |
| Ingredion Inc. | Director | Ended Oct 2023 | Prior public company directorship |
Board Governance
- Independence: The Board determined Hanrahan is independent under NYSE rules and Exchange Act Rule 10A‑3; also part of quarterly independent director executive sessions in 2024.
- Controlled company: EE relies on NYSE “controlled company” exemptions due to ~72.6% voting power held by George B. Kaiser via EE Holdings, affecting committee independence composition; Hanrahan chairs Compensation and Nominating/Corporate Governance despite presence of non‑independent designees.
- Committee membership and expertise: Audit (financially literate; audit committee financial expert), Compensation (Chair), Nominating & Corporate Governance (Chair).
- Attendance: 2024 Board met six times; Audit 4; Compensation 5; NCGC 5; no director attended <75%; all directors attended the 2024 annual meeting.
| Committee | Role | 2024 Meetings | Attendance Disclosure |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 4 | No directors <75%; Hanrahan covered |
| Compensation | Chair | 5 | No directors <75% |
| Nominating & Corporate Governance | Chair | 5 | No directors <75% |
Fixed Compensation
| Year | Element | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $60,000 | Independent directors; payable quarterly; deferrable |
| 2024 | Equity retainer (RSUs) | $125,000 grant-date value | Vests at 1-year; deferrable |
| 2024 | Chair fee – Audit | $20,000 (not applicable; Hanrahan not Audit Chair) | Audit Chair is Byers |
| 2024 | Chair fee – Compensation | $15,000 | Hanrahan is Compensation Chair |
| 2024 | Chair fee – NCGC | $12,000 | Hanrahan is NCGC Chair |
| 2024 | Hanrahan – fees earned | $72,000 | Elected to defer all/portion of cash retainers |
| 2024 | Hanrahan – stock awards | $125,002 | RSUs; deferrable |
| 2024 | Hanrahan – total | $197,002 | Sum of cash and stock |
| 2025 | Annual cash retainer | $75,000 | Increase approved in 2025 |
| 2025 | Chair fees – Audit/Comp/NCGC | $23,000 / $17,000 / $15,000 | Increases align to peers |
Performance Compensation
| Award Type | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Director RSUs | None (time-based only) | 1-year cliff | Directors may elect deferral; no PSU/options for directors disclosed |
Other Directorships & Interlocks
| Company | Type | Status | Potential Interlock/Conflict |
|---|---|---|---|
| Ingredion Inc. | Public | Former (ended Oct 2023) | None with EE disclosed |
| Hygo Energy Transitions Ltd. | Private (sold to NFE) | Former (to Apr 2021) | No current relationship; prior LNG-to-power experience |
| Cubico Sustainable Investments | Private | Current Chairman | No disclosed transactions with EE |
| Globeleq Advisors Limited | Private | Current Director | No disclosed transactions with EE |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; financially literate; risk oversight participation via Audit Committee.
- Skills matrix indicates senior executive leadership, public company experience, energy industry expertise, operational/safety, legal/regulatory, strategy/M&A, financial/accounting, risk management, environment/sustainability, geopolitical knowledge.
- Education: U.S. Naval Academy (B.S. Mechanical Engineering); Harvard Business School (MBA).
Equity Ownership
| Holder | Class A Shares | Percent | Notes |
|---|---|---|---|
| Paul T. Hanrahan | 24,537 | * (<1%) | Beneficial ownership includes rights exercisable within 60 days per SEC rules |
| Unvested RSUs (as of 12/31/2024) | 10,075 | N/A | Director RSUs outstanding and unvested |
- Stock ownership guidelines: Independent directors must hold 5x annual cash retainer; five-year compliance window from Nov 7, 2022 or appointment date; must retain 75% of net shares until in compliance.
- Hedging/pledging: Prohibited for directors, officers, employees, and controlled entities.
Governance Assessment
- Strengths: Independent director with deep global energy and public company experience; chairs Compensation and NCGC, providing oversight of clawback policies and governance principles; audit financial expert designation augments board’s financial rigor; quarterly independent executive sessions and full attendance signal engagement.
- Alignment: Receives mixed cash/equity compensation typical for independent directors; RSU grants (time-based) and share ownership policy support long-term alignment; hedging/pledging bans reduce misalignment risk.
- Risks/Red Flags: Controlled company status and Stockholder’s Agreement allow designees of the controlling shareholder to populate committees Hanrahan chairs, potentially diluting independence in compensation and nominating decisions; committee composition exemptions explicitly relied upon.
- Signals from shareholder votes: 2024 say‑on‑pay passed with 101,788,302 “For” vs 282,837 “Against” and 1,103,700 “Abstain,” indicating strong investor support for compensation practices overseen by Hanrahan’s committee.
Overall: Hanrahan’s credentials and committee leadership enhance oversight quality, but controlled company dynamics and non‑independent committee composition create potential influence risks that investors should monitor, particularly around director nominations and executive pay structures.