Katherine E. Wanner
About Katherine E. Wanner
Independent director since January 2019; age 57; currently Audit Committee Chair and designated “audit committee financial expert.” Background spans private equity and asset management (founding Partner at Adams Street Partners; Senior Advisor and founding partner at Fairway Capital Management), with earlier financial analyst roles at Morgan Stanley and others. Education: BS Finance (Binghamton University) and MBA (Kellogg School of Management, Northwestern University). Tenure ~6.5 years as of mid-2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adams Street Partners, LLC | Founding Partner; later Head of US Primary Investment Team; Global Primary Investment Committee member | Founding Partner in 2001; managed US Primary 2007–2015 | Approved all primary fund investments; sourcing, analysis, monitoring of PE partnerships |
| Brinson Partners Inc./UBS Global Asset Management | Finance/communications/business development; later private equity group | 1993–1998 (roles 1993–1997; moved to PE in 1998) | Revenue cycle, statistical analysis, market research |
| Frontier Risk Management; Range Wise, Inc.; Morgan Stanley & Co. LLC | Senior Financial Analyst | 1989–1993 | Statistical modeling, reporting, tracking, analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairway Capital Management | Senior Advisor; founding partner | Founding in 2020; current Senior Advisor | Institutional venture capital investments |
| Abundant Venture Partners | Operating Partner; Advisor | Operating Partner 2016–Apr 2018; Advisor Apr 2018–Dec 2019 | Portfolio and operating support |
Board Governance
- Classification: Class I director; term through 2026 annual meeting. Board size 8; staggered classes.
- Independence: Affirmatively determined independent by the Board (Nasdaq standards).
- Committee roles: Audit Committee Chair; members are Wanner, Grain, Griffin; Wanner is the designated “audit committee financial expert.”
- Compensation Committee: As of Oct 1, 2024 comprised solely of independent directors (Grain, Griffin, Jay); Wanner is not listed as a member.
- Nominating/Governance: Company does not have a nominating and corporate governance committee; founder designation rights govern board composition (Shareholders’ Agreement).
- Attendance: Board met 9 times in 2024; no director attended fewer than 75% of Board and committee meetings; however, none of the directors attended the 2024 annual meeting (note). Audit Committee met 4 times in 2024; committee members hold executive sessions.
- Lead independent director: None; an independent director may preside over executive sessions.
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual director cash retainer | $100,000 | Non-employee directors, paid quarterly |
| 2024 | Audit Committee Chair retainer | $10,000 | Additional, paid quarterly |
| 2024 | Total cash (Wanner) | $110,000 | No equity awards to non-employee directors in 2024 |
| 2024 | Unvested director equity outstanding | $0 | None held by non-employee directors as of 12/31/2024 |
Performance Compensation
- Structure: No performance-based compensation for directors (no RSUs/PSUs/options granted to directors in 2024).
- Company pay-versus-performance metrics apply to executives (Adjusted EBITDA, Net Income); not used for director pay.
| Director Performance Metrics | Applied to Directors? | Source |
|---|---|---|
| Adjusted EBITDA | No | Executive PVP framework; directors not subject to performance awards |
| Net Income | No | Executive PVP framework; directors not subject to performance awards |
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| — | — | — | No public company board roles disclosed for Wanner in NFE proxy |
- Interlocks: None disclosed that would create supplier/customer/competitor conflicts for Wanner. Board composition and founder designation rights are governed by the Shareholders’ Agreement (systemic governance consideration).
Expertise & Qualifications
- Financial and asset management expertise; extensive PE fund investment committee experience (sourcing, analysis, approvals). Qualified “audit committee financial expert.”
- Education: BS Finance (Binghamton University); MBA (Kellogg, Northwestern).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Katherine E. Wanner | 82,599 | <1.0% | Beneficial ownership includes securities convertible/exercisable within 60 days; no unvested director equity as of 12/31/2024 |
| Shares Outstanding (reference) | 274,180,463 | — | As of April 28, 2025 |
- Hedging/Pledging: Insider trading policy prohibits hedging, margining, or pledging of Company stock by insiders (limited exceptions with compliance officer approval).
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance | All directors/officers ≥10% holders timely filed reports for 2024; exceptions noted for two late Form 4s by Guinta and Shin; no late filings cited for Wanner. |
Governance Assessment
- Strengths:
- Independent director; Audit Chair with “financial expert” designation, signaling robust financial oversight.
- Solid engagement: no director below 75% meeting attendance; Audit Committee active with executive sessions.
- Personal share ownership (82,599) and anti-hedging/pledging policy support alignment.
- Concerns/RED FLAGS:
- No nominating/governance committee; founder designation rights materially shape board composition, potentially constraining independence in director selection.
- None of the directors attended the 2024 annual meeting—optics and investor engagement signal to monitor.
- Extensive related party transactions with founder-affiliated entities (aircraft charter $2.1m; admin services $6.8m; office lease historically; hydrogen site lease via affiliate), requiring rigorous Audit Committee oversight to mitigate conflicts.
- Context:
- Company transitioned from “controlled company” status on Oct 1, 2024; Compensation Committee reconstituted as fully independent thereafter—positive governance trajectory, but legacy founder influence remains via Shareholders’ Agreement.
- Say-on-Pay support strong (99.5% in 2024), reducing near-term compensation-related governance risk, albeit director pay remains purely cash-based without annual director equity grants in 2024.
Implications: Wanner’s financial oversight credentials and independence are positives, but systemic founder rights and related party dealings elevate the need for continued high scrutiny by the Audit Committee she chairs. Investors should monitor board refresh processes, annual meeting engagement, and transparency around related party approvals to sustain confidence.