Wesley R. Edens
About Wesley R. Edens
Wesley R. Edens is the founder of New Fortress Energy (NFE), serving as Chief Executive Officer and Chairman since August 2018; he is 63 years old and has deep private equity/credit investing and public company governance experience from Fortress, BlackRock, and Lehman Brothers . He has elected to serve as CEO without receiving any compensation from NFE, aligning primarily through a substantial ownership stake (details below) . Under his tenure, NFE’s five-year performance disclosure shows volatile total shareholder return (TSR) and profitability, with Adjusted EBITDA scaling from $33 million (2020) to $950 million (2024) while Net Income swung from losses to profit and back to a loss in 2024 (see Performance & Track Record) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortress Investment Group | Co‑Chief Executive Officer; Board Director; Member of Management Committee | Co‑founded Fortress in May 1998; Board Director Nov 2006–May 2024; Co‑CEO through May 2024 | Led private equity and publicly traded alternatives; extensive credit and PE finance management experience |
| BlackRock Financial Management | Partner & Managing Director; Head of BlackRock Asset Investors (PE fund) | Prior to co‑founding Fortress | Built and led private equity investing platform |
| Lehman Brothers | Partner & Managing Director | Prior to BlackRock | Senior leadership in investment banking/markets |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Drive Shack Inc. | Chairman, Board of Directors | Current | Public leisure/entertainment; cross‑industry network |
| Mapeley Limited | Director | May 2005–May 2023 (prior) | International real estate operator; prior directorship |
| Fortress Investment Group | Co‑Chief Executive Officer; Board Director; Mgmt Committee | Through May 2024 (prior) | No longer a director/Co‑CEO after May 2024 |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary | — | — | Mr. Edens does not receive any compensation from NFE |
| Target Bonus % | — | — | No NFE cash bonus eligibility disclosed for Mr. Edens |
| Actual Bonus | — | — | Elected not to receive any bonus |
| Stock/Option Awards | — | — | No NFE equity or option awards to Mr. Edens |
| CEO Pay Ratio | 0:1 | — | CEO compensation is zero; 2024 CEO pay ratio is zero |
As context, NFE historically pays other NEOs via salary, discretionary annual cash bonuses, and time‑vesting RSUs; the committee historically did not use pre‑set formulaic goals for the annual bonus program .
Performance Compensation
| Incentive | Metric Design | Weighting | Target | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Annual Cash Bonus (Company program) | Discretionary assessment of Company and individual performance; no pre‑established formula historically | N/A | N/A | Committee determines payout post‑year-end | Cash; must be employed at payment time |
| Equity | Time‑vesting RSUs (for NEOs other than CEO); Company does not use options/SARs | N/A | N/A | Grant‑date value disclosed for NEOs | Service‑based vesting; no options granted |
Mr. Edens is not a participant in NFE’s cash or equity programs and receives no awards from NFE .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Wesley R. Edens (aggregate) | 53,634,666 | 19.6% | As of April 28, 2025; based on 274,180,463 shares outstanding |
| Breakdown reference | 36,021,915 via Edens Family Partners LLC; prior disclosure of 17,612,751 via WRE 2012 GST Exempt Trust LLC | — | Footnote detail from March 2025/Form 4 sequence |
| Edens Family Holdings LLC (separate 5% holder) | 25,086,851 | 9.1% | Separate Schedule 13D/A filer (with Lynn M. Edens) |
- Hedging/Pledging: Insider trading policy prohibits hedging, margining, or pledging, with limited pre‑approved exceptions (e.g., approved 10b5‑1 plans, tax withholding mechanics) .
- Clawback: Company adopted a clawback policy effective December 1, 2023, requiring recovery of incentive compensation in the event of a required accounting restatement .
- Liquidity/Block Sales: Shareholders’ Agreement obligates NFE to assist “Founder Entities” (affiliates controlled by Mr. Edens and Mr. Nardone) in selling their shares, including providing information to potential purchasers and facilitating discussions after any abandoned company sale process—a notable overhang/technical factor .
Employment Terms
| Term | Detail |
|---|---|
| Role start date/tenure | Founder; CEO and Chairman since August 2018 |
| Employment agreement | None disclosed for CEO; Company states it has no employment, severance, or change‑in‑control cash plans for NEOs |
| Severance/CIC cash | None; no cash severance/CIC plans for NEOs |
| CIC equity treatment | For RSU participants (other NEOs), double‑trigger acceleration within 12 months post‑CIC upon termination without cause (or “good reason” if provided)—CEO not a participant |
| Non‑compete/Non‑solicit | Not disclosed in proxy for CEO; not addressed [—] |
Board Governance (Service history, committees, dual‑role implications)
- Service and classification: Class III director; nominee for election in 2025 to serve through 2028 if elected; has served as CEO and Chairman since August 2018 .
- Leadership structure: Board combines CEO and Chair roles; company has no lead independent director (an independent director may preside over executive sessions), which concentrates power and may raise independence concerns .
- Compensation Committee history: NFE was a “controlled company” until October 1, 2024; during that period, Messrs. Edens and Nardone served on the Compensation Committee. Effective October 1, 2024, the committee became fully independent (Grain, Griffin, Jay) under Nasdaq/SEC rules .
- Director qualifications: Emphasis on credit, private equity finance, and public company leadership experience .
Related Party Transactions (Governance red flags and monitoring items)
| Transaction | 2024 Amount | Notes |
|---|---|---|
| Administrative Services Agreement with FIG LLC (affiliate employing Mr. Edens) | $6.8 million | Charges for administrative/general expenses |
| Private aircraft charter (aircraft owned by Mr. Edens; chartered via third‑party operator) | $2.1 million | Paid at market rates; classified in SG&A |
| Corporate HQ space (license with entity owned by Mr. Edens and Mr. Nardone) | ~$0.9 million | Month‑to‑month license; lease assigned to NFE in May 2024 (affiliate expense ceased thereafter) |
- Shareholders’ Agreement: Founder Entities receive information rights and sale‑process assistance—unusual accommodations that can facilitate founder liquidity events .
- Related‑party review: Policy requires independent, disinterested director approval and outlines review procedures .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Support |
|---|---|
| 2024 | ~99.5% of votes cast in favor |
- Committee did not retain a compensation consultant for 2024; continues to review governance trends and shareholder feedback .
Performance & Track Record (as disclosed in Pay‑Versus‑Performance)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| NFE TSR Index (Value of $100) | 344.01 | 156.82 | 278.22 | 271.41 | 109.61 |
| Net Income (USD thousands) | (263,965) | 92,711 | 184,786 | 548,876 | (242,387) |
| Adjusted EBITDA (USD thousands) | 33,322 | 604,560 | 1,071,309 | 1,282,430 | 949,999 |
Notes: The table is presented by NFE under SEC “Pay Versus Performance” rules. Peer TSR series (ICLN, VDE, XLE) are also disclosed but omitted here for brevity; see proxy for full detail .
Compensation Structure Analysis (Alignment and risk cues)
- CEO pay‑for‑performance alignment: Mr. Edens receives no salary, bonus, or NFE equity; incentives are entirely via ownership, creating very high alignment but also significant concentration risk and potential liquidity event overhang given large ownership .
- Program design for other NEOs: Heavy discretion in annual bonuses with no pre‑set formulaic metrics historically; RSUs used for equity—Company does not grant stock options (reduces upside convexity and eliminates repricing risk) .
- Governance improvements post‑control: Compensation Committee fully independent since October 1, 2024, which mitigates prior independence concerns when the CEO served on the committee .
- Clawback and trading policies: Clawback adopted Dec 2023; hedging/pledging generally prohibited (limited exceptions)—positive from a governance and alignment standpoint .
Trading Signals and Insider Selling Pressure
- Beneficial ownership and mechanics: Founder Entities benefit from contractual company assistance in selling shares, which may facilitate sizable secondary transactions and can impact supply/technicals when utilized .
- Pledging/Hedging: Policy restrictions reduce leverage‑related forced selling risks; no explicit disclosure of pledging by Mr. Edens in the proxy .
- Recent filings reference: The proxy footnotes cite March 2025 Form 4 activity underpinning updated beneficial ownership—monitor ongoing Form 4s for any material disposals or 10b5‑1 plan activity .
Investment Implications
- Alignment and control: Founder‑CEO with ~19.6% beneficial ownership and zero NFE cash/equity compensation creates strong alignment but also concentrated founder influence; any founder‑driven liquidity events could be technically impactful given the size of holdings .
- Governance: Dual CEO/Chair and no lead independent director, combined with historical CEO participation on the Compensation Committee (until Oct 1, 2024), are governance watch‑items; the move to an independent Compensation Committee partially mitigates risks .
- Related‑party spend: Administrative services with FIG ($6.8m), aircraft charter ($2.1m), and HQ arrangements indicate ongoing affiliate ties; investors should monitor the magnitude and trajectory of these items relative to SG&A and cash flow .
- Performance durability: Adjusted EBITDA scaled materially over 2020–2024, but TSR and Net Income volatility signal execution and market risk; discretionary bonus design for non‑CEO NEOs may dilute pay‑for‑performance optics if results underperform targets in future periods .
- Trading setup: The Shareholders’ Agreement’s sale‑assistance provisions for Founder Entities increase the feasibility of block sales; continued tracking of 13D/13G/Form 4 activity is warranted for positioning and liquidity planning .