David J. Grain
About David J. Grain
David J. Grain (age 62) is an independent Class II director of New Fortress Energy (NFE) and has served on the board since January 2019. He is the founder and Chief Executive Officer of Grain Management, LLC (since 2007), a private equity firm focused on media and communications; he holds a B.A. from the College of the Holy Cross and an MBA from the Tuck School at Dartmouth. He previously served as President of Global Signal, Inc. (2003–2005), an affiliate of Fortress, Senior Vice President at AT&T Broadband in New England (2000–2003), and spent 1992–2000 at Morgan Stanley focused on TMT. He currently serves on the public boards of The Southern Company (NYSE: SO) and Dell Technologies (NYSE: DELL), and is a trustee of the Brookings Institution and a member of the Council on Foreign Relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grain Management, LLC | Founder & Chief Executive Officer | 2007–present | Private equity leadership in media/communications investing |
| Global Signal, Inc. (Fortress affiliate) | President | 2003–2005 | Led the then-largest communications tower owner/operator; affiliate tie to Fortress noted |
| AT&T Broadband (New England) | Senior Vice President | 2000–2003 | Ran regional operations across digital video, broadband internet, and digital phone |
| Morgan Stanley | Investment Banking (TMT focus) | 1992–2000 | Focused on telecom, media, and technology companies |
External Roles
| Organization | Role | Sector/Type | Notes |
|---|---|---|---|
| The Southern Company (NYSE: SO) | Director | Utilities (Gas & Electric) | Current public-company directorship |
| Dell Technologies (NYSE: DELL) | Director | Technology | Current public-company directorship |
| Brookings Institution | Trustee | Non-profit/Think Tank | Governance/Policy institution |
| National Museum of African American History and Culture | Advisory Council Member | Non-profit | Advisory role |
| Martha’s Vineyard Museum | Board Member | Non-profit | Board service |
| Council on Foreign Relations | Lifetime Member | Policy | Membership |
Board Governance
- Independence: The Board has determined that Mr. Grain is independent under Nasdaq standards, alongside a majority of directors .
- Committee assignments: Member, Audit Committee (chair: Katherine E. Wanner; Wanner designated “audit committee financial expert”) ; Member, Compensation Committee (committee reconstituted with all independent directors effective October 1, 2024) .
- Board structure and leadership: NFE has a classified board (three classes; staggered 3-year terms) and combines CEO/Chair roles (Wesley R. Edens); no Lead Independent Director, though an independent director may preside over executive sessions .
- Attendance and engagement: In 2024, the Board met nine times; no director attended fewer than 75% of Board and committee meetings on which they served. However, none of the then-directors attended the 2024 annual meeting of stockholders (company has no annual-meeting attendance policy) .
- Compensation Committee performance context: 2024 Say‑on‑Pay passed with approximately 99.5% support; the compensation committee did not retain a consultant for 2024 and reported no interlocks/insider participation .
- Controlled-company transition: NFE ceased to be a “controlled company” October 1, 2024; the Compensation Committee was then reconstituted to fully comply with Nasdaq independence requirements .
- Nominating/Governance: NFE does not currently have a Nominating and Corporate Governance Committee; director designations are influenced by a Shareholders’ Agreement with “Founder Entities” (see “Related Party / Conflicts”) .
Fixed Compensation
Director cash compensation (non-employee directors; 2024):
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly |
| Audit Committee Chair retainer | $10,000 | Chair-only; not applicable to Grain |
| Meeting fees | None disclosed | Not paid in 2024 |
| Grain – 2024 fees earned | $100,000 | Per Director Compensation Table |
Performance Compensation
| Component | 2024 Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Equity awards to non-employee directors | None | — | As of 12/31/24, no non-employee director held unvested equity; no stock awards to directors disclosed for 2024 |
Implication: Director compensation mix is 100% cash for 2024; lack of equity retaining mechanisms may modestly weaken long-term alignment relative to common director pay practices, though it avoids equity dilution .
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlocks to NFE |
|---|---|---|---|
| The Southern Company | SO | Director | No NFE-related transactions disclosed involving Southern - |
| Dell Technologies | DELL | Director | No NFE-related transactions disclosed involving Dell - |
No director‑level interlocks or related‑party transactions involving Mr. Grain were disclosed. Related‑party transactions at NFE primarily involve affiliates of Fortress/Founders (see below) -.
Expertise & Qualifications
- Sector expertise: Telecom/media/technology and communications infrastructure from Global Signal, AT&T Broadband, and Morgan Stanley TMT coverage .
- Governance expertise: Service on Audit and Compensation Committees at NFE; audit committee financial expert designation resides with the chair (Wanner), not Grain .
- Education: B.A. (College of the Holy Cross) and MBA (Tuck School of Business, Dartmouth) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Source/Date |
|---|---|---|---|
| David J. Grain | 114,294 | <1% | As of April 28, 2025 |
- Hedging/pledging: NFE’s insider trading policy prohibits hedging, margining, or pledging of company securities by insiders (limited exceptions with prior approval) .
- Section 16 compliance: All required filings timely in 2024 except two isolated late Form 4s by executives (not Grain) .
Related Party / Conflicts Review
- Review process: Transactions with related persons (>$120k) require review/approval by a majority of disinterested, independent directors under a written policy .
- Significant RPTs (2024):
- Administrative Services Agreement with FIG LLC (Fortress affiliate): $6.8 million charged in 2024 .
- Private aircraft charter (aircraft owned by CEO Wesley Edens): $2.1 million in 2024 .
- Corporate HQ license from FEP Holdco (entity owned by Edens and Nardone): ~$0.9 million rent in 2024; lease assigned to NFE in May 2024 .
- Hydrogen facility land lease from Jefferson Terminal South LLC (majority-owned by FTAI Infrastructure): $0.7 million costs in 2024 .
- Historic Miami ground lease (Fortress-affiliated landlord) tied to asset sold Nov 2024; no ongoing obligation post-sale .
- Governance influence: The Shareholders’ Agreement grants “Founder Entities” (affiliates of Edens/Nardone) ongoing rights to designate board seats in proportion to ownership thresholds, shaping board composition even post-controlled-company period -.
- Note: No RPTs disclosed involving Mr. Grain personally; his past leadership at a Fortress affiliate (Global Signal, 2003–2005) is historical and not an ongoing related-party tie per proxy disclosures -.
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Form 3/4/5 timeliness (directors) | No delinquencies for Grain disclosed | Company reported two late Form 4s by executives (Guinta, Shin), not Grain |
Governance Assessment
-
Strengths
- Independence and committee roles: Grain is independent; serves on both Audit and Compensation Committees, which (as of Oct 1, 2024) are composed solely of independent directors; Audit chair is designated financial expert .
- Attendance: Met minimum engagement (≥75% of meetings); total of 9 Board meetings in 2024 .
- Shareholder alignment signals: Very high Say‑on‑Pay support in 2024 (≈99.5%); adoption of a Dodd‑Frank–compliant clawback policy; hedging/pledging restrictions in place .
-
Risks and RED FLAGS
- Founder influence and RPTs: Extensive related‑party transactions with affiliates linked to the CEO/Founders and robust board designation rights under the Shareholders’ Agreement may constrain board independence optics; this elevates the importance of independent committee oversight where Grain serves .
- Board structure and leadership: Classified board, combined CEO/Chair, and no Lead Independent Director are governance practices that can weaken minority investor influence and independent oversight .
- Annual meeting attendance: No directors attended the 2024 stockholder meeting—an investor-relations optics concern around engagement, even absent a formal policy .
- Director equity alignment: No equity grants to directors in 2024 and no outstanding unvested director equity at year‑end reduce ownership-based alignment, though Grain holds ~114k shares .
Bottom line: Mr. Grain brings TMT/infra investing expertise and independent committee oversight at a board with founder influence and multiple RPTs. His Audit and Compensation Committee roles are key mitigants; however, ongoing monitoring of RPT approvals, committee rigor, and potential enhancements to independent board leadership (e.g., Lead Independent Director) would improve investor confidence .