Charles M. Sledge
About Charles M. Sledge
Charles M. Sledge, age 59, was appointed as an independent Class I director of New Fortress Energy Inc. effective April 28, 2025, to serve until the 2026 annual meeting; he entered into NFE’s customary indemnification agreement and will receive standard non‑employee director compensation pro‑rated for 2025 . He holds a B.S. in Accounting from Louisiana State University and completed Harvard University’s Advanced Management Program; prior roles include CFO (2008–2016) and Corporate Controller (2001–2008) of Cameron International Corporation . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron International Corporation | Chief Financial Officer | 2008–2016 | Led finance through SLB sale; deep energy finance expertise |
| Cameron International Corporation | Corporate Controller | 2001–2008 | Built reporting control infrastructure |
| Vine Energy, Inc. | Director (prior) | Not disclosed (acquired by Chesapeake) | Prior board oversight in E&P |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noble Holding Corporation plc | Non‑Executive Chairman | Since Feb 2021 | Board leadership in offshore drilling |
| Talos Energy Inc. | Director; Audit Committee Chair | Since May 2018 | Chairs Audit; public company audit oversight |
| Weatherford International plc | Chairman | Since Jun 2018 | Turnaround governance in OFS |
Board Governance
- Classification/tenure: Class I director; Board is staggered into three classes; Sledge and Wanner assigned to Class I (term to 2026) .
- Independence: Independent under Nasdaq and NFE Corporate Governance Guidelines .
- Committees (NFE): Audit Committee members are Wanner (Chair), Grain, Griffin; Sledge is not listed as a member . Compensation Committee members are Grain, Griffin, Jay; Sledge is not listed as a member . NFE does not currently have a nominating and corporate governance committee .
- Leadership structure: CEO also serves as Chair; no Lead Independent Director; an independent director may preside over executive sessions .
- Attendance: In 2024, the Board held 9 meetings; no director attended fewer than 75% of Board/committee meetings; directors did not attend the 2024 annual meeting (no attendance policy) .
- Risk oversight: Board reviews credit, liquidity, operations; Audit Committee holds executive sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $100,000 | Payable quarterly |
| Audit Committee Chair retainer | $10,000 | Payable quarterly |
| Equity (directors) | None for 2024; no unvested equity for any non‑employee director as of Dec 31, 2024 | — |
| Sledge 2025 compensation | Standard non‑employee director compensation pro‑rated from April 28, 2025 | Indemnification agreement executed |
Performance Compensation
| Performance-Tied Element | Metric(s) | Status for Directors |
|---|---|---|
| Annual performance bonus | Company/individual performance metrics | Not applicable to non‑employee directors; 2024 director pay was cash retainer only |
| Equity awards (RSUs/PSUs) | TSR/EBITDA/other | None disclosed for directors in 2024; no unvested equity outstanding |
| Clawback applicability | Restatement-triggered recoupment | Company clawback policy (effective Dec 1, 2023) applies to executive incentive comp; directors have no performance comp to claw back |
Other Directorships & Interlocks
| Company | Sector Relation to NFE | Potential Interlock/Conflict | Proxy Disclosure |
|---|---|---|---|
| Noble Holding Corporation plc | Offshore drilling; energy services adjacency | Board leadership in supplier segment; no NFE transactions disclosed | No related‑party transactions with Noble disclosed in 2025 proxy |
| Talos Energy Inc. | Upstream E&P; customer/supplier adjacency | Audit Chair; enhances financial oversight; no NFE transactions disclosed | No related‑party transactions with Talos disclosed in 2025 proxy |
| Weatherford International plc | Oilfield services; supplier adjacency | Chairman; technology/services exposure; no NFE transactions disclosed | No related‑party transactions with Weatherford disclosed in 2025 proxy |
Note: NFE’s “Certain Relationships and Related Transactions” section details arrangements primarily with Founder‑affiliated entities (FIG LLC administrative services, aircraft charter, legacy headquarters lease, Miami ground lease; FTAI Infrastructure arrangements), not with companies where Sledge serves externally .
Expertise & Qualifications
- Energy finance/operator: Former Cameron CFO and Controller; deep experience across OFS and integration (SLB sale) .
- Audit oversight: Chairs Talos Energy’s Audit Committee; extensive public company audit supervision .
- Board leadership: Chairman roles at Weatherford and Noble; governance in complex restructurings and turnarounds .
- Education: B.S. Accounting (LSU); Harvard AMP .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Charles M. Sledge | — (not reported) | Less than 1% (*) |
- Insider trading policy: Prohibits hedging, margining, or pledging, with limited pre‑approved exceptions .
- Clawback policy: Adopted Dec 1, 2023; restatement‑based recovery of incentive compensation (primarily executives) .
Governance Assessment
-
Positives
- Independent director with substantial energy finance and audit expertise; external Audit Chair experience should enhance NFE’s financial oversight .
- Board now has fully independent Compensation Committee (since Oct 1, 2024), improving pay governance versus prior controlled‑company status .
- Strong board‑level compliance framework (Code of Conduct; insider trading policy; audit committee executive sessions) .
-
Risks/RED FLAGS
- No Lead Independent Director; CEO also serves as Chair, which can weaken independent oversight and investor confidence in contested situations .
- Founder Entities retain board designation and registration rights under the Shareholders’ Agreement, reflecting continued influence; numerous related‑party arrangements (FIG LLC services, aircraft charter, legacy office lease, FTAI/affiliate dealings) could pose conflict optics despite independent review policies .
- Board attendance: While all directors met the 75% threshold in 2024, none attended the 2024 annual meeting; continued engagement at shareholder meetings is desirable for governance signaling .
- Sledge reported no beneficial ownership at April 28, 2025, limiting immediate “skin‑in‑the‑game” alignment versus peers with shareholdings (though director cash pay is modest and equity grants to directors were not used in 2024) .
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Shareholder feedback
- 2024 Say‑on‑Pay received ~99.5% approval, signaling strong investor support for executive pay; director pay remained simple and cash‑based .