Desmond Iain Catterall
About Desmond Iain Catterall
Independent director (Class III) at New Fortress Energy (NFE) since January 2019; age 68 as of the 2025 proxy. Currently Principal and CEO of Kirkham Capital (founded January 2009). Prior experience includes Head of Equities at Rand Merchant Bank (2003–2008), founding member of Thynk Capital, and founding director of JSE-listed Cadiz Holdings Limited. Holds a Bachelor of Commerce from the University of Natal (Durban). The Board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rand Merchant Bank | Head of Equities; member of management board and investment committee | Jan 2003 – Dec 2008 | Led equities; sat on bank-level committees |
| Thynk Capital | Founding member | Not disclosed | Private equity; founding leadership role |
| Cadiz Holdings Limited (JSE) | Founding director | Not disclosed | Founding director of a listed financial services company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kirkham Capital | Principal and Chief Executive Officer | Jan 2009 – present | Investment business focused on seeding fund managers |
Board Governance
- Board classification: Class III director; nominated for re-election in 2025 to serve through 2028.
- Independence: Determined independent by the Board (annual review).
- Committees: Not listed as a member or chair of Audit or Compensation Committees (Audit: Wanner chair; Grain and Griffin members. Compensation: Grain, Griffin, Jay members as of Oct 1, 2024). Nominating/Corporate Governance Committee not established; Regulatory Compliance Committee exists but membership not disclosed.
- Board attendance: No director attended fewer than 75% of Board and relevant committee meetings in 2023 and 2024. None of the directors attended the company’s annual meeting in 2023 or 2024.
- Board leadership: CEO also serves as Chair; no lead independent director (an independent director may preside over executive sessions).
Board activity and attendance:
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings (count) | 6 | 9 |
| Audit Committee meetings (count) | 5 | 4 |
| Compensation Committee meetings (count) | 1 | 1 |
| Regulatory Compliance Committee meetings (count) | 4 | 4 |
| Attendance threshold | No director <75% | No director <75% |
| Annual meeting attendance | None attended | None attended |
Governance context:
- Controlled company transition: NFE was a controlled company until Oct 1, 2024; thereafter established an independent Compensation Committee.
- Shareholders’ Agreement allows founder-affiliated entities to designate directors proportionally to voting power; Catterall was originally designated pursuant to this agreement.
Fixed Compensation
Director compensation program (non-employee directors):
- Annual cash retainer: $100,000; Audit Committee Chair receives an additional $10,000. Randal A. Nardone is not compensated for service as director.
- No equity grants outstanding or unvested for non-employee directors as of Dec 31, 2024.
Desmond Iain Catterall – reported director compensation:
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $100,000 |
| Stock Awards ($) | $0 (none) | $0 (none) |
| Total ($) | $100,000 | $100,000 |
Performance Compensation
- Performance-based elements for director compensation: None disclosed (program comprises cash retainer; no annual director equity awards disclosed for 2023–2024).
| Item | 2023 | 2024 |
|---|---|---|
| Performance metrics tied to director pay | None disclosed | None disclosed |
| Director equity awards granted | None | None |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Period | Potential Interlock/Conflict with NFE |
|---|---|---|---|---|
| Cadiz Holdings Limited (JSE) | Public | Founding director | Not disclosed | None disclosed |
| Rand Merchant Bank | Private (bank) | Head of Equities; Mgmt Board member | 2003–2008 | None disclosed |
| Thynk Capital | Private | Founding member | Not disclosed | None disclosed |
| Kirkham Capital | Private | CEO/Principal | 2009–present | None disclosed |
No other current U.S.-listed public company directorships are disclosed for Catterall.
Expertise & Qualifications
- Emerging markets and capital markets expertise from leadership roles in South African financial institutions and investment businesses.
- Board-relevant skills: financial services, equities leadership, investment committee experience.
- Education: Bachelor of Commerce, University of Natal (Durban).
Equity Ownership
- Beneficial ownership as of April 28, 2025: 73,000 shares; less than 1% of class.
- Beneficial ownership as of April 15, 2024: 73,000 shares; less than 1% of class.
- Unvested director equity: none outstanding as of Dec 31, 2024 for non-employee directors.
- Hedging/pledging policy: Company insider trading policy prohibits hedging/margining/pledging of company securities by insiders, subject to narrow exceptions and prior approval. No pledging or hedging by Catterall is disclosed.
| Metric | 2024 (as of Apr 15) | 2025 (as of Apr 28) |
|---|---|---|
| Shares beneficially owned (#) | 73,000 | 73,000 |
| % of shares outstanding | Less than 1.0% | Less than 1.0% |
| Unvested director equity awards | None | None |
Governance Assessment
- Independence and tenure: Independent since 2019; tenure ~6+ years enhances continuity and institutional memory for an energy infrastructure company.
- Committee roles: Not serving on Audit or Compensation committees; absence from key committees may limit direct influence on oversight levers. Audit and Compensation committees are chaired/manned by other independent directors.
- Attendance: Meets minimum expectations (≥75%); however, directors did not attend the annual meetings in 2023 or 2024, a modest engagement concern.
- Ownership alignment: Holds 73,000 shares; no director equity grants outstanding; alignment primarily via open-market holdings rather than ongoing director equity awards. Company prohibits hedging/pledging—positive alignment safeguard.
- Pay structure: Simple, cash-only retainer; no director equity grants in 2023–2024—reduces dilution and complexity but also limits long-term equity alignment relative to peers that grant RSUs/DSUs to directors.
- Governance environment risks (context, not tied to Catterall personally):
- CEO serves as Chair with no Lead Independent Director; can centralize power.
- Extensive related-party transactions with founder affiliates (aircraft charters, administrative services, historical HQ lease), though none involve Catterall.
- Shareholders’ Agreement provides founder-affiliated entities designation rights for Board seats; potential entrenchment risk, though Board remains majority independent.
- Shareholder feedback: 2024 say-on-pay passed with ~99.5% approval, indicating strong investor support for compensation practices; subsequent establishment of an independent Compensation Committee in late 2024 is positive.
RED FLAGS to monitor: lack of Lead Independent Director; founder-affiliate related-party transactions (not involving Catterall but relevant to overall governance posture); continued absence from annual meeting attendance (engagement optics); concentration of designation rights via the Shareholders’ Agreement.