Amy Abraham
About Amy Abraham
Amy E. Abraham (age 56) has served as an independent director of Energy Services of America since April 20, 2022. She is currently Vice President of Sales at Rio Tinto (Chicago, IL). She earned a B.A. in Economics, cum laude, from Duke University and an MBA in Finance from Indiana University’s Kelley School of Business, plus executive education in leadership, marketing, and strategy at the University of Chicago, Stanford, Northwestern, and Columbia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Fuel Services (Fortune 100) | SVP & Chief Marketing Officer | 2015–2022 | Led energy supply/logistics marketing across aviation/marine/government/commercial sectors |
| BP plc | Various executive positions (US/UK) | 1995–2015 | Senior roles across global oil & gas operations |
External Roles
| Organization | Role | Location | Dates |
|---|---|---|---|
| Rio Tinto | Vice President of Sales | Chicago, IL | Current |
Board Governance
- Independence: The Board determined Ms. Abraham is independent under Nasdaq rules; no transactions (other than those required to be reported) were considered in independence determinations .
- Committee assignments: Audit (Prince—Chair; Lucente; Farrell) and Compensation (Williams; Lucente; Prince); Nominating duties performed by all independent directors (no charter). Ms. Abraham is not listed on Audit or Compensation; as an independent director she participates in the Board’s nominating function .
- Attendance: In FY2024 the Board held 12 regular and 1 special meeting; Ms. Abraham attended fewer than 75% in aggregate of Board and committee meetings during her tenure (a governance concern). All directors attended the 2024 Annual Meeting .
- Audit firm oversight: Board/Audit Committee dismissed Baker Tilly and engaged Urish Popeck for FY2024–FY2025; no disagreements reported .
| Governance Activity | FY2023 | FY2024 |
|---|---|---|
| Board meetings (regular + special) | 12 + 1 | 12 + 1 |
| Audit Committee meetings | 6 | 7 |
| Compensation Committee meetings | 1 | 1 |
| Nominating Committee meetings | 1 | 1 |
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer | $12,000 ($1,000/month) | $23,000 ($1,000 for Oct 2023; $2,000/month starting Nov 2023) |
| Committee fees | $0 | $0 |
| Equity awards/options | $0 | $0; no outstanding director stock awards/options as of 9/30/2024 |
Performance Compensation
- No performance-based director compensation disclosed (no RSUs/PSUs/options for directors; no non-equity plan awards) .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company boards reported for Ms. Abraham in ESOA proxy materials |
Independence note: The Board states independence determinations involved no transactions outside those required to be reported; no related-party items tied to Ms. Abraham are disclosed .
Expertise & Qualifications
- Energy sector leadership (Rio Tinto; World Fuel Services; BP) .
- Commercial strategy and marketing; global operations .
- Academic credentials in economics and finance; executive programs at top institutions .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Pledged Shares | Hedging Policy |
|---|---|---|---|---|
| Record date Jan 6, 2025 | 0 | 0.0% | None of directors/executives have pledged shares (and she holds none) | Anti-hedging policy prohibits short sales and options-based hedging for directors/NEOs |
| Record date Jan 4, 2024 | 0 | 0.0% | Same as above |
Shareholder Votes (Signal of Investor Sentiment)
| Item | 2024 Votes | 2025 Votes |
|---|---|---|
| Director election—Amy E. Abraham | For: 8,696,870; Withheld: 187,231 | For: 6,087,884; Withheld: 2,761,635; Broker non-votes: 3,719,583 |
| Say-on-Pay (advisory) | For: 8,592,974; Against: 134,050; Abstain: 157,077 | For: 8,605,502; Against: 218,968; Abstain: 25,049; Broker non-votes: 3,719,583 |
| Say-on-Pay frequency | — | One year: 8,452,634; Two years: 31,761; Three years: 334,605; Abstain: 30,519; Broker non-votes: 3,719,583 |
Compensation Committee Analysis
- Composition: Joseph L. Williams, Frank S. Lucente, Mark S. Prince; all independent .
- Charter: No written charter (governance maturity risk) .
- Consultant usage: None for FY2024; committee used qualitative factors and surveys; bonuses and restricted stock for executives approved without external consultant .
Governance Assessment
-
Positives
- Independent director with deep energy-sector commercial experience across BP, World Fuel Services, and Rio Tinto; valuable industry knowledge .
- Board maintains majority independence; clear anti-hedging policy; no director share pledging .
- Strong shareholder support for Say-on-Pay and annual frequency in 2025 (indicative of confidence in compensation governance) .
-
Concerns / RED FLAGS
- Attendance: Ms. Abraham attended fewer than 75% of Board and committee meetings in FY2024—material engagement concern for board effectiveness .
- Ownership alignment: 0 shares owned; Directors received only cash retainers with no equity—weak alignment with long-term shareholder value for non-executive directors .
- Committee governance: Compensation and Nominating functions lack written charters (nominating conducted by independent directors as a whole), which can reduce process transparency and accountability .
- 2025 director vote: Substantially higher “withheld” votes for Ms. Abraham versus 2024, which may reflect investor concerns about engagement/attendance or alignment; monitor for future trends .
-
Monitoring Items
- Confirm FY2025 attendance improvement in next proxy; assess whether withheld votes normalize .
- Evaluate introduction of director equity (e.g., RSUs/DSUs) and ownership guidelines to enhance alignment .
- Watch for any potential interlocks/conflicts with Rio Tinto; none disclosed to date, and independence affirmed .
Overall: Ms. Abraham brings relevant energy industry expertise, but attendance and zero ownership reduce perceived board engagement and alignment. Shareholder voting patterns in 2025 suggest rising scrutiny; strengthening director ownership and formalizing committee charters would improve governance quality .