Natica von Althann
FUELCELL ENERGYAbout Natica von Althann
Independent director of FuelCell Energy since 2015; age 74. Former Senior Credit Risk Management Executive at Bank of America and Chief Credit Officer of U.S. Trust; 26 years at Citigroup across leadership roles (Global Retail Industry Head; co-head U.S. Telecom-Tech; co-head High Yield Finance; Region Head Leveraged Finance). BA in Political Science and Government from Bryn Mawr College. Independent under Nasdaq rules; attended >75% of Board/committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America / U.S. Trust | Senior Credit Risk Management Executive; Chief Credit Officer (U.S. Trust) | Retired 2008 | Led credit risk oversight at wealth management subsidiary |
| Citigroup / Citicorp Securities | Division Executive – Latin America (Private Bank); Managing Director roles incl. Global Retail Industry Head; co-head U.S. Telecom-Tech; co-head High Yield Finance; Region Head Leveraged Finance | 26 years (prior to 2008) | Deep capital markets, leveraged finance and sector leadership |
| C&A Advisors | Founding Partner (financial services & risk management consultancy) | 2009–2013 | Advisory on risk frameworks |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| PPL Corporation | Director | 2009 | Large U.S. utility (~18,000 MW generation) |
| TD Bank US Holding Company; TD Bank, N.A.; TD Bank USA, N.A. | Director | 2009 | U.S. banking boards |
| Friends of Caritas Cubana | Board member | Oct 2018 | Non-profit service |
Board Governance
- Independence: Independent director under SEC/Nasdaq; Board has 7 of 8 independent directors .
- Committee assignments: Chair, Nominating, Governance & Sustainability (NGS) Committee; Member, Audit, Finance & Risk Committee; Member, Executive Committee .
- Meeting attendance: Board met 12 times; Audit (7), Compensation (7), NGS (6). Each incumbent director attended >75% of Board and relevant committee meetings; all directors attended 2024 Annual Meeting .
- Executive sessions: Independent directors hold regular sessions without management .
- Board leadership: Independent Chair (James H. England); CEO and Chair roles separated .
Fixed Compensation (Director)
| Component | FY2024 Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $50,000 | Director cash retainer; may elect shares instead |
| Equity award (RSUs or deferred common stock) | $115,000 | Vests one year from grant or at next annual meeting |
| Committee fees (member) | $10,000 first committee; $7,500 each additional | No fee for Executive Committee |
| Committee chair fee (NGS) | $15,000 | NGS chair retainer |
| FY2024 total (Natica) | $190,000 (Equity $115,000; Annual retainer $50,000; Committee fees $25,000) | Alternative presentation shows $54,000 cash and $136,000 stock due to fee elections |
| Expense reimbursement | Reasonable expenses reimbursed | Standard practice |
| Deferred comp | May defer retainers (cash or stock) to a future date / departure | Directors Deferred Compensation Plan |
| Anti-hedging/pledging | Prohibited for directors | Insider Trading Policy |
Performance Compensation (Director)
| Performance Metric | Weighting/Target | Outcome |
|---|---|---|
| None disclosed for director pay | N/A | Non-employee director comp is retainer + equity; no options or performance metrics used |
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict | Notes |
|---|---|---|
| PPL Corporation (utility) | No FCEL related-party dealings disclosed | Energy sector exposure; not a disclosed related-party |
| TD Bank US Holding Co. and subsidiaries | No FCEL related-party dealings disclosed | Banking governance; no Item 404 transactions disclosed |
The Audit, Finance & Risk Committee reviews related person transactions; none disclosed for Compensation Committee interlocks in FY2024; no delinquent Section 16 filings .
Expertise & Qualifications
- Banking and financial risk expertise; high-level credit governance and leveraged finance experience .
- Strategy, risk oversight, international exposure; ESG experience noted by the company .
- Brings independent risk management lens to Audit and NGS committees .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common) | 137 shares; less than 1% of outstanding |
| Options exercisable | 9 shares |
| Vested deferred shares | 2,881 shares (not counted in “beneficially owned” line but disclosed) |
| Vested deferred stock units (DSUs) | 7,142 units (count toward ownership guidelines) |
| Ownership guidelines | Lesser of 3x cash retainer or ≥6,000 shares for non-employee independent directors; 5-year compliance window to Feb 2030 |
| Compliance assessment | Meets/exceeds guideline when counting RSUs/DSUs per policy (eligible instruments count 100%) |
Governance Assessment
- Strengths: Independent status; chairs NGS and serves on Audit—strong alignment with governance and risk oversight; consistent attendance; anti-hedging/pledging policy; formal stock ownership guidelines with significant deferred equity balance supporting alignment .
- Compensation structure: Simple and transparent—fixed cash retainer and annual equity; modest committee fees; ability to defer; no options or performance-based features that could misalign incentives .
- Shareholder signals: Company-wide 2024 say-on-pay support ~48% triggered compensation program changes; while this pertains to executives, it reflects governance responsiveness that NGS chair should continue to oversee .
- Related-party risk: No related-party transactions disclosed; Compensation Committee interlocks show no relationships requiring Item 404 disclosure .
- RED FLAGS: Low say-on-pay (48%) in 2024 is a governance risk indicator for the company; continued oversight advisable. No hedging/pledging and no disclosed related-party transactions mitigate alignment and conflict risks .