Timothy W. Jay
About Timothy W. Jay
Independent director at New Fortress Energy (NFE) since March 2023; age 65. Former Head of Government Bond Sales and Rates Trader at CRT Capital; prior senior fixed-income trading and leadership roles at Lehman Brothers; past Chair/Vice Chair of the U.S. Treasury Borrowing Advisory Committee (TBAC). NFE’s Board has determined Mr. Jay is an independent director and he currently serves on the Compensation Committee (independent since Oct 1, 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRT Capital Group LLC | Head of Government Bond Sales and Rates Trader | 2009–2016 | Led government bond sales/trading franchise |
| Rockridge Advisors LLC | Co-Managing Partner | 2005–2006 | Multi-strategy hedge fund leadership |
| Lehman Brothers | Government Bond Trader; Head of Global Government Bond Business; Liquid Markets Head Trader | Prior to 2005 | Ran global government bond and liquid markets trading |
| Treasury Borrowing Advisory Committee (TBAC) | Chair and Vice Chair | 1996–2006 | Advised U.S. Treasury and Federal Reserve on policy |
| Intrawest Holdings | Director | 2013–2017 | Public-company board experience |
External Roles
- No current public-company directorships were disclosed for Mr. Jay in the latest proxy.
Board Governance
- Classification and term: Class II director; term runs to the 2027 annual meeting (re-elected in 2024). Age 65; director since March 2023.
- Independence: Board determined Jay is independent under Nasdaq rules.
- Committees:
- Compensation Committee member (independent committee established Oct 1, 2024). 2025 Compensation Committee report signed by Grain, Griffin, Jay.
- Not listed as a member of the Audit Committee (members are Wanner—Chair, Grain, Griffin).
- Attendance/engagement: In 2024 the Board met 9 times; Audit (4), Compensation (1), Regulatory Compliance (4). No director attended fewer than 75% of Board and committee meetings.
- Leadership structure: CEO also serves as Chair; Company has no Lead Independent Director, though an independent may preside over executive sessions.
- Board structure: Classified board (staggered three-year terms).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Paid quarterly |
| Audit Committee Chair retainer (additional) | $10,000 | Not applicable to Jay |
| Meeting fees | — | None disclosed |
| 2024 total for Timothy W. Jay | $100,000 | Reported in Director Compensation Table |
Performance Compensation
- Equity for directors: None for non-employee directors in 2024; as of Dec 31, 2024, none held unvested equity awards. No performance-linked director compensation was disclosed.
Other Directorships & Interlocks
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Intrawest Holdings | Director | Prior | 2013–2017 |
| Treasury Borrowing Advisory Committee | Chair/Vice Chair | Prior | Policy advisory body to U.S. Treasury/Fed |
- Compensation Committee interlocks: None disclosed.
Expertise & Qualifications
- Deep fixed-income markets experience (government bonds, global rates), trading and risk leadership; policy advisory background via TBAC; company cites his “significant knowledge of real estate and operational and financial development.”
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date |
|---|---|---|---|
| Timothy W. Jay | 42,551 | <1% | Apr 28, 2025 |
| Timothy W. Jay | 42,551 | <1% | Apr 15, 2024 |
- Hedging/pledging: Company policy prohibits hedging, margining, or pledging by insiders, with limited pre-approved exceptions; no pledging by Mr. Jay was disclosed.
- Director stock ownership guidelines: Not disclosed in the proxy.
Governance Assessment
- Positives
- Independence affirmed; serves on a now-independent Compensation Committee (since Oct 1, 2024), improving pay governance after NFE ceased “controlled company” status.
- Engagement: Met the ≥75% attendance threshold amid 9 Board meetings in 2024.
- Director pay is simple and cash-based (no option grants or complex incentives), reducing conflict risk; Audit Chair premium only.
- Shareholder support: 2024 Say-on-Pay approved with ~99.5% of votes cast.
- Watch items / potential risks
- Concentrated influence and related-party exposure persist: extensive agreements and transactions with entities affiliated with CEO/Chair Wesley Edens and Director Randal Nardone (e.g., $6.8m administrative services to FIG LLC in 2024; $2.1m aircraft charter costs; office lease with FEP Holdco until assignment in 2024; prior Miami facility ground lease with a Fortress affiliate). While not tied to Mr. Jay, these are governance risk factors at the Board level.
- Shareholders’ Agreement affords founder entities board designation and registration rights, reinforcing founder influence over board composition.
- No Lead Independent Director and a classified board may limit rapid governance change.
- Director equity alignment is limited (no annual equity grants), though Mr. Jay personally holds 42,551 shares.
Overall: Mr. Jay brings credible market and policy expertise and now contributes to an independent Compensation Committee. The broader governance context at NFE includes meaningful related-party dealings and founder influence that investors should weigh alongside the Board’s improving independence posture.