Gale Norton
About Gale A. Norton
Independent Class I director of Liberty Energy Inc. (LBRT) since 2019; age 70. Norton is President of Norton Regulatory Strategies (since 2011), previously General Counsel, Unconventional Oil at Royal Dutch Shell (2007–2010), U.S. Secretary of the Interior (2001–2006), and Attorney General of Colorado (1991–1999). She holds a B.A. and J.D. from the University of Denver. Core board credentials: legal/regulatory, corporate governance, and ESG; her current term expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Interior | Secretary of the Interior | 2001–2006 | Cabinet-level leadership; federal regulatory oversight |
| State of Colorado | Attorney General | 1991–1999 | State legal leadership; litigation and regulatory experience |
| Royal Dutch Shell | General Counsel, Unconventional Oil | 2007–2010 | Energy industry legal/regulatory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Norton Regulatory Strategies | President | 2011–Present | Consulting; regulatory strategy |
| American Transmission Company | Director | n/a | Private company (electric utility) |
| National Association of Corporate Directors (NACD) | Governance Fellow | n/a | Governance credential |
Board Governance
- Independence: The Board determined Norton is independent under NYSE standards and SEC Exchange Act Section 10A-3; she also meets Audit Committee independence standards. No family relationships with directors/officers were disclosed.
- Committees: Audit Committee – member; Nominating & Governance Committee – Chair.
- Attendance: Each director participated in at least 75% of Board/committee meetings in 2024; regular meeting cadence was Board (5), Audit (7), Compensation (4), Nominating & Governance (3); no special meetings.
- Engagement: Independent director executive sessions are held at each Board meeting.
- Board structure: Classified board with plan to declassify over three years so all directors stand for annual election by 2028 (shareholder vote sought in 2025).
- Risk oversight: Audit Committee oversees integrity of financials, legal/regulatory compliance, internal audit, and IT/cybersecurity risks.
- Board leadership: Non-executive Chairman (William F. Kimble) appointed in Feb 2025; Norton is not Lead Director or Chair of the Board.
Fixed Compensation
| Item (2024) | Amount (USD) |
|---|---|
| Board/Committee Cash Fees Earned | $120,000 |
| — Implied components (program schedule): Board retainer $100,000; Audit member $10,000; Nominating & Governance chair $10,000 | (Program terms) |
Director cash fee program (2024):
- Board retainer $100,000; Audit member $10,000 ($20,000 chair); Compensation member $7,500 ($15,000 chair); Nominating & Governance member $5,000 ($10,000 chair); Lead Director $20,000. Effective 2025, Non-Exec Chairman receives $60,000 cash and $75,000 RSUs.
Performance Compensation
| Equity Element | Detail |
|---|---|
| RSU Grant (annual election) | Director choice of RSUs with $175,000 grant-date target value OR $100,000 cash OR $100,000 charitable donation; Norton elected equity in 2024 (Stock Awards $168,688 grant-date fair value) |
| Grant mechanics | Annual grant on Jan 2 using 30-day average closing price to determine units; 12-month vesting |
| Unvested RSUs at 12/31/2024 | 9,289 RSUs (for each non-employee director holding RSUs) |
| Options | Company does not currently grant options; no timing policy applicable; would establish policies if options granted in future |
| Performance metrics for director equity | None disclosed; director RSUs are time-based (no TSR/ROCE hurdles) |
2024 Director Compensation (individual):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (RSUs) – Grant-date fair value | $168,688 |
| Total | $288,688 |
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Notes |
|---|---|---|---|---|
| American Transmission Company | Private | Director | n/a | Electric utility; private company, not a public directorship |
| — | — | — | — | No public company directorships disclosed for Norton; no interlocks disclosed |
- Compensation Committee interlocks and insider participation: None in 2024.
Expertise & Qualifications
- Board skills: Legal/Regulatory, Corporate Governance, ESG, with deep public-sector regulatory leadership and energy sector legal roles.
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial Ownership (as of Feb 19, 2025) | 66,241 shares; ownership <1% of outstanding |
| Unvested RSUs (12/31/2024) | 9,289 RSUs |
| Pledging/Hedging | Company policy bans hedging and pledging of Company securities, with only narrow, Audit Committee-approved exceptions; directors covered by the policy |
| Director Ownership Guidelines | Directors must hold shares equal to 5x annual Board cash retainer within 5 years; as of the Record Date, all directors except newly appointed Mr. Murti were in compliance (even before the transition period end) |
Governance Assessment
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Positives:
- Independent director with relevant legal/regulatory and governance expertise; chairs Nominating & Governance (key for board composition and policy) and serves on Audit (risk, controls, and cyber oversight).
- Good engagement/attendance (≥75%) within a disciplined meeting cadence; executive sessions each meeting.
- Alignment: elected equity; RSU vesting promotes ownership; complies with robust director ownership guidelines; anti-hedging/pledging policy in place.
- Board moving to declassify by 2028, enhancing annual accountability; strong 2024 Say-on-Pay support (~95%) signals investor confidence in compensation governance.
-
Potential risks/RED FLAGS:
- None specific to Norton disclosed (no related-party transactions or interlocks involving Norton).
- Board-level related-party transactions involve other directors/entities (e.g., Franklin Mountain; Veriten), but these are subject to an established Related Party Transactions policy and Audit Committee oversight (of which Norton is a member).
-
Implications: Norton’s committee leadership and independence support board effectiveness. Her regulatory and governance background is additive to oversight of evolving ESG, compliance, and declassification initiatives, with compensation design signaling alignment and low structural governance risk.