Jennifer Cunningham
About Jennifer Cunningham
Independent Class III director of Montauk Renewables, Inc. since January 2022; age 63 as of the 2025 proxy. Serves on the Audit Committee and the Environmental, Safety and Corporate Responsibility (ESCR) Committee. Background in strategic communications, government affairs, and law; former partner at SKDK and former Political & Legislative Director at 1199 SEIU; previously practiced law at Paul, Weiss. The Board has affirmatively determined she is independent under Nasdaq rules. Term runs to the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SKDK | Partner (supervised annual budget, CFO and firm finances) | 2008–Mar 2020 | Led strategic communications for Fortune 500, non‑profits, labor, political campaigns |
| 1199 Service Employees International Union | Political & Legislative Director | 1998–2008 | Led governmental affairs for the largest U.S. healthcare union |
| New York State Legislature | Advisor (various capacities) | Not disclosed | Government affairs and policy advisory work |
| Paul, Weiss, Rifkind, Wharton & Garrison | Attorney | Not disclosed | Legal practice experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Open Space Institute | Advisor | Current | Environmental/sustainability focus |
| Mohonk Preserve (NY) | Advisor | Current | Environmental/sustainability focus |
Board Governance
- Structure and control
- Classified board; Cunningham is Class III (term to 2026) .
- Company is a “controlled company” under Nasdaq due to a consortium owning ~52.3% voting power; the company intends to rely on controlled company exemptions for committee independence (not Audit) .
- Independent Lead Director: Mohamed H. Ahmed .
- Committee assignments (as of April 1, 2025)
- Audit Committee: Member (Chair: Mohamed H. Ahmed; committee members are independent and financially literate) .
- Environmental, Safety & Corporate Responsibility (ESCR): Member (Chair: Yunis Shaik) .
- Compensation Committee: Not a member (committee comprised of non‑independent directors; allowed under controlled company status) .
- Nominating & Corporate Governance Committee: Not a member (committee includes non‑independent chair) .
- Meetings and engagement (FY2024)
- Board meetings held: 8; at least two executive sessions of independent directors .
- Committee meetings (FY2024): Audit 6; Compensation 8; Nominating 4; ESCR 4 .
- Attendance: Each director attended at least 75% of Board and committee meetings on which they served .
- Annual meeting: All directors then serving attended the June 2024 Annual Meeting .
- Codes and policies
- Prohibition on hedging and pledging company securities for directors and employees .
- Clawback policy aligned with SEC and Nasdaq rules .
Fixed Compensation
| Year | Role | Cash Retainer ($) | Committee/Chair Fees | Equity to Directors | Notes |
|---|---|---|---|---|---|
| 2024 | Non‑employee director | 100,000 | Not disclosed | None (no equity to non‑employee directors) | Paid quarterly |
| 2025 | Non‑employee director | 115,000 | Not disclosed | None (policy unchanged) | Approved increase for 2025 |
- Director fees paid in cash only; employee directors receive no Board compensation .
Performance Compensation
| Component | Structure | Metrics | Vesting/Terms |
|---|---|---|---|
| Equity (RSUs/PSUs/Options) | Not granted to non‑employee directors | N/A | N/A |
No performance‑based or equity compensation is granted to non‑employee directors, so there are no pay‑for‑performance metrics applicable to director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | 2025 proxy does not list other public company directorships for Cunningham |
Expertise & Qualifications
- Strategic communications and policy: 25+ years developing and executing communications strategies across healthcare, education, and public services; extensive governmental affairs experience .
- Legal background: Former attorney at Paul, Weiss .
- ESG orientation: Active environmental/sustainability advisory roles; service on ESCR Committee overseeing ESG strategy and disclosures .
- Audit Committee service with committee comprised of independent, financially literate members; Ahmed designated as audit committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date | Notes |
|---|---|---|---|---|
| Jennifer Cunningham | Not reported as a beneficial owner (table shows no amount) | <1% (implied) | March 28, 2025 | Director beneficial ownership table lists no holdings for Cunningham |
| Director ownership guidelines | 3x annual director fee | — | Current policy | Applies to non‑employee directors; options/RS/RSUs count toward guideline |
| Hedging/Pledging | Prohibited | — | Current policy | Insider Trading Policy bans hedging/pledging by directors |
Insider Trades
| Period Reviewed | Source | Result |
|---|---|---|
| FY2024 disclosures | Section 16(a) compliance disclosure in proxy | All required director filings were timely for FY2024 (no delinquencies noted) |
Governance Assessment
- Positives
- Independent director with relevant ESG/governmental affairs and communications expertise; serves on Audit and ESCR, enhancing oversight in financial reporting and ESG risk areas .
- Formal prohibitions on hedging/pledging and an adopted clawback policy; Board uses executive sessions of independent directors; Lead Independent Director in place .
- Stock ownership guidelines for directors (3x fee) support alignment, even though directors are not granted equity .
- Risks and potential red flags (company context)
- Controlled company status (consortium owns ~52.3%); Compensation and Nominating committees include non‑independent members per exemptions—elevates risk of perceived minority shareholder disenfranchisement and weaker checks on pay and nominations .
- Related‑party exposure with former parent MNK (promissory note outstanding) and HCI affiliates (administrative services), though overseen under a related‑party transaction policy and Audit Committee review; presence of affiliated directors increases conflict‑management burden on independent directors, including Cunningham on Audit .
- Alignment consideration: Non‑employee directors receive only cash retainers and no equity; Cunningham was not listed with beneficial ownership as of the record date—may suggest lower direct “skin‑in‑the‑game” unless holdings exist outside table thresholds .
Overall: Cunningham appears engaged and independent, with committee roles that are material to investor oversight (Audit, ESCR). The primary governance risk is structural—controlled company exemptions and multiple related‑party ties—placing greater importance on the effectiveness of independent directors like Cunningham to safeguard minority shareholder interests.