Randal A. Nardone
About Randal A. Nardone
Independent director nominee (Class III) at New Fortress Energy, age 69, serving on the Board since August 2018. Co‑founder of Fortress (1998), member of its management committee (1998–May 2024), and director (2006–May 2024); former CEO of Fortress (2013–2017) and Interim CEO (2011–2013). Prior roles include principal at BlackRock Financial Management and partner/executive committee member at Thacher Proffitt & Wood. Education: BA, University of Connecticut; JD, Boston University School of Law . If re‑elected in 2025, his term would run to the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortress Investment Group | Co‑founder; Management Committee member | 1998–May 2024 | Senior leadership and governance of alternative asset manager |
| Fortress Investment Group | Director | Nov 2006–May 2024 | Board oversight |
| Fortress Investment Group | CEO; Interim CEO | CEO: Jul 2013–Dec 2017; Interim: Dec 2011–Jul 2013 | Led firm through key periods |
| Eurocastle Investment Limited | Director | Aug 2006–Aug 2022 | Board service |
| BlackRock Financial Management | Principal | Pre‑1998 | Investment management experience |
| Thacher Proffitt & Wood (law firm) | Partner; Executive Committee member | Pre‑BlackRock | Corporate/securities law expertise |
External Roles
| Organization | Role | Dates | Committees/Impact |
|---|---|---|---|
| Eurocastle Investment Limited | Director | Aug 2006–Aug 2022 | Board oversight |
| Fortress Investment Group | Director | Nov 2006–May 2024 | Governance of alternative asset manager |
Board Governance
- Classification and tenure: Class III director; director since Aug 2018; age 69; nominee for re‑election with term through 2028 if elected .
- Committee assignments: Served on the Compensation Committee until October 1, 2024 when the company transitioned to an all‑independent committee; post‑Oct 1, 2024 Compensation Committee members are Grain, Griffin, and Jay .
- Independence: Not listed among directors the Board determined to be independent; independent directors are Griffin, Sledge, Grain, Catterall, Jay, and Wanner .
- Attendance: Board met 9 times in 2024; no director attended fewer than 75% of Board and committee meetings; no directors attended the 2024 annual meeting (company has no director annual meeting attendance policy) .
| Board Meetings (2024) | Attendance Threshold | Annual Meeting Attendance |
|---|---|---|
| 9 | No director <75% of Board/committee meetings | None of the directors attended in 2024 |
Fixed Compensation
- Policy: Non‑employee directors receive $100,000 annual cash retainer; Audit Committee chair receives an additional $10,000; directors who are employees or otherwise affiliated are not compensated for Board service; Nardone is not compensated for his service as a director .
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Randal A. Nardone | — | — | — | — |
Performance Compensation
- Equity awards for directors: As of December 31, 2024, non‑employee directors held no unvested equity awards; NFE states it does not grant stock options or similar instruments .
Other Directorships & Interlocks
| Category | Counterparty/Entity | Relationship/Role | Financial Terms (2024) |
|---|---|---|---|
| Administrative Services | FIG LLC (Fortress affiliate employing Edens and Nardone) | Administrative Services Agreement charges to NFE | $6.8 million |
| Office Lease | FEP Holdco LLC (owned jointly by Edens and Nardone) | Corporate HQ license (month‑to‑month) until assignment to NFE in May 2024 | ~$0.9 million rent |
| Air Travel | Aircraft owned by Edens | NFE charters via third‑party operator at market rates | $2.1 million |
| Shareholders’ Agreement | Founder Entities (affiliates controlled by Edens and Nardone) | Information rights; assistance in sale processes | Rights described; no $ disclosed |
| Board Designation Rights | Founder Entities | Rights to designate Board seats proportionate to voting power (majority at higher thresholds) | Governance control provisions |
Expertise & Qualifications
- Corporate and securities law background (JD, BU; partner/executive committee at Thacher Proffitt & Wood) .
- Alternative asset management leadership (Fortress co‑founder; CEO; director; management committee) .
- Investment management experience (BlackRock principal) .
- Board experience at Eurocastle Investment Limited .
Equity Ownership
| Item | Detail |
|---|---|
| Shares outstanding (as of Apr 28, 2025) | 274,180,463 Common shares |
| Nardone beneficial ownership | 26,196,526 Common shares |
| Percentage of class | 9.6% |
| Voting/dispositive power | Sole voting and sole dispositive power per Schedule 13D/A (May 22, 2023) |
| Unvested director equity (12/31/2024) | None for non‑employee directors |
| Hedging/pledging policy | Company prohibits hedging/margining/pledging by insiders, subject to limited exceptions |
Insider Filings
| Person | Section 16(a) Status (2024) | Notes |
|---|---|---|
| Randal A. Nardone | Timely | Company states all directors/officers >10% complied; exceptions were two late Form 4s by Guinta and Shin |
Governance Assessment
- Independence and influence: Nardone is not classified as independent and is affiliated with Fortress; together with Founder Entities controlled by Edens and Nardone, they hold rights to designate Board seats proportionate to voting power—potentially a constraining factor on board independence and investor influence .
- Related‑party exposure: Material related‑party transactions include $6.8 million paid under an Administrative Services Agreement with FIG LLC (Fortress affiliate employing Nardone), corporate office license with FEP Holdco (owned by Edens and Nardone) incurring ~$0.9 million rent (assigned to NFE in May 2024), and $2.1 million charter costs for Edens’ aircraft—these require ongoing independent oversight and robust recusal practices .
- Attendance and engagement: No director fell below 75% attendance in 2024; however, no directors attended the 2024 annual meeting (no formal attendance policy), a minor investor‑relations optic issue .
- Director pay alignment: Nardone receives no director compensation, which reduces pay‑related conflicts; equity alignment is significant via a 9.6% beneficial stake with sole voting/dispositive power .
- Shareholder feedback: 2024 say‑on‑pay garnered ~99.5% approval, signaling strong investor support for executive compensation structure (context for board oversight credibility) .
RED FLAGS
- Founder entities’ board designation rights and information/sale assistance provisions concentrate governance power with Edens/Nardone affiliates, reducing minority shareholder influence .
- Ongoing related‑party transactions with Fortress affiliates (FIG LLC), FEP Holdco office arrangement, and Edens’ aircraft usage demand continuous independent review and clear recusals to mitigate conflict risk .
- Nardone’s non‑independent status combined with significant ownership may influence committee dynamics; past service on Compensation Committee while company was a controlled company underscores the need for sustained independence post‑October 1, 2024 transition .