W. Craig Fugate
About W. Craig Fugate
W. Craig Fugate (age 65) has served as an independent director of GNSS since May 2024. He is the former Administrator of FEMA (2009–2017) and previously led the Florida Division of Emergency Management (2001–2009); he currently operates Craig Fugate Consulting and serves on the boards of PG&E Corporation and Pacific Gas and Electric Company . GNSS’s Board has affirmatively determined Fugate is independent under NASDAQ standards, and all directors in FY2024 attended at least 75% of Board and committee meetings during their service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Emergency Management Agency (FEMA) | Administrator | May 2009 – Jan 2017 | Led federal responses to major disasters (e.g., Hurricane Sandy, Joplin tornado) |
| Florida Division of Emergency Management | Director | Oct 2001 – May 2009 | Led responses to 11 declared disasters |
| Alachua County Fire Rescue / County EM | Lieutenant; Emergency Manager | 1987 – 1997 (EM role) | Early career operational emergency management experience |
| Craig Fugate Consulting | Founder | Mar 2017 – Present | Focus on national resilience and training emergency managers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PG&E Corporation | Director | Current | Utility holding company |
| Pacific Gas and Electric Company | Director | Current | Regulated utility subsidiary |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Fugate classified as independent; 6 of 7 directors independent |
| Committee memberships | Nominating & Corporate Governance Committee (member); Committee held 3 meetings in FY2024 |
| Audit Committee | Not a member; Audit Committee held 4 meetings in FY2024 |
| Compensation Committee | Not a member; Compensation Committee held 4 meetings in FY2024 |
| Board meeting cadence & attendance | Board held 5 meetings in FY2024; all directors attended ≥75% of Board and committee meetings during their service |
| Annual meeting participation | All nominees on Board attended 2024 Annual Meeting virtually |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash retainer | $10,000 | Pro-rated upon June 1, 2024 appointment; standard annual retainer is $30,000 paid quarterly |
| Equity (RSUs) | $45,416 (grant-date fair value) | Pro-rated initial grant of 23,654 RSUs upon June 1, 2024 appointment |
| Committee/meeting fees | $0 | No additional amounts payable for committee participation |
| Ongoing Director Compensation Policy | Detail |
|---|---|
| Annual RSU grant | 30,000 RSUs to each non-employee director on the annual meeting date (subject to plan limits) |
| Annual cash retainer | $30,000 per non-employee director; pro-rated for partial year service |
| Director compensation cap | Total annual cash + award value capped at $500,000 under plan (extraordinary exceptions permitted) |
Performance Compensation
| Performance Metric Tied to Director Pay | FY2024 Status |
|---|---|
| Performance-based metrics (e.g., TSR, EBITDA) | None disclosed for non-employee director compensation; equity is RSU-based |
RSU/plan mechanics (general): The 2025 Equity Incentive Plan authorizes RSUs and outlines settlement, dividend equivalent accrual timing, and restrictions; director RSU vesting specifics are not separately disclosed in the proxy .
Other Directorships & Interlocks
| Company | Industry | Role/Committee Information |
|---|---|---|
| PG&E Corporation | Utilities | Director (committee roles not disclosed in GNSS proxy) |
| Pacific Gas and Electric Company | Utilities | Director (committee roles not disclosed in GNSS proxy) |
Expertise & Qualifications
- Local, state, and federal emergency management leadership, including oversight of major U.S. disaster responses (FEMA Administrator; Florida DEM Director) .
- Public safety and crisis management domain expertise relevant to GNSS’s mission; adds risk oversight depth to Nominating & Corporate Governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| W. Craig Fugate | 23,654 | <1% | Includes shares issuable upon RSU settlement within 60 days; GNSS had 44,929,634 shares outstanding on Jan 21, 2025 |
Additional ownership policy signals:
- Hedging policy: Company has not adopted a policy restricting hedging transactions by directors or employees, which may affect alignment .
- Pledging: No pledging disclosures for directors; no related-party transactions above thresholds in FY2024 .
Governance Assessment
- Independence and engagement: Fugate is independent and served on the Nominating & Corporate Governance Committee, with the Board stating all directors met ≥75% attendance in FY2024—supportive of board effectiveness .
- Compensation alignment: FY2024 compensation was equity-heavy ($45,416 RSUs vs. $10,000 cash, both pro-rated), consistent with GNSS’s standard $30,000 cash retainer and annual 30,000 RSU grant policy; no committee fees reduce potential pay-for-service conflicts .
- Ownership: Beneficial ownership is modest (<1%) and largely from director RSUs; there are no disclosed pledges or related-party transactions—neutral for alignment/conflict risk .
- Risk oversight: Emergency management credentials bolster resilience and crisis oversight, valuable for GNSS’s risk profile; service on Nominating & Governance supports board process quality .
RED FLAGS
- Absence of anti-hedging policy for directors and employees, which can undermine incentive alignment and investor confidence .
- No explicit director stock ownership guidelines disclosed in the proxy; investors lack visibility into minimum ownership alignment standards .