Rebecca Ranich
NATIONAL FUEL GASAbout Rebecca Ranich
Independent director at National Fuel Gas Company (NFG) since 2016; age 67. Former Director at Deloitte Consulting, LLP, where she led Energy and Sustainability Investment Advisory Services (2005–2013). Holds a B.A. in Soviet Studies (Northwestern University) and an M.B.A. (University of Detroit Mercy). Core credentials: energy transition, sustainability, technology, large-scale cross‑border project leadership, and public‑sector investment advisory.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Consulting, LLP | Director; led Energy & Sustainability Investment Advisory Services | 2005–2013 | Advised >$1B of public-sector energy/sustainability investments; risk mitigation across energy supply/demand and climate change. |
| PSG International | Project management team; led Trans‑Caspian Gas Pipeline negotiations | 1999–2002 | Negotiated multi‑billion dollar pipeline project across the Caspian region. |
| Michael Baker Corporation | Vice President (engineering, energy, environmental) | 1992–1999 | Managed cross‑border energy and environmental engineering projects (> $40B across Europe/Russia/Caspian). |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| WAVE Equity Partners | Strategic Advisory Board Member | Current | Clean technology innovation investment group. |
| QiO Technologies | Director | Current | AI platform for energy efficiency and IIoT operations. |
| Johns Hopkins University Applied Physics Laboratory | Technology Commercialization Panel Member | Current | Technology commercialization advisory. |
| Questar Corporation (NYSE: STR) | Director | Prior | U.S. energy utility; public company role. |
| GTI Energy | Director (prior); NFG director David C. Carroll is former President & CEO | Prior | Potential network tie with NFG directors (Carroll); industry research/training body. |
| Cardno Limited (Australia) | Director | Prior | Infrastructure and environmental services; listed historically in Australia. |
| Uniper SE (Germany) | Director | Prior | Power generation and energy supply chain corporation. |
Board Governance
- Committee assignments: Audit Committee Member; Nominating/Corporate Governance Committee Chair.
- Independence: Board has determined Ranich is independent under NYSE standards.
- Engagement/attendance: In FY2024, the Board held 4 meetings; Audit (9), Nominating/Corporate Governance (4). All directors attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting.
- ESG and corporate responsibility oversight: As Chair of Nominating/Corporate Governance, Ranich oversees corporate responsibility strategy/reporting (including ESG) and provides guidance on ESG initiatives; committee met four times in FY2024. The proxy explicitly highlights her role in advancing board diversity.
- Board structure and independent leadership: 10 of 11 directors are independent; Lead Independent Director is Jeffrey W. Shaw; non‑management/independent directors hold regular executive sessions.
- Nomination process/diversity policy: “Rooney Rule” in director search ensures racially/ethnically and/or gender diverse candidates included in initial pools; Ranich chairs the committee applying this process.
Fixed Compensation (Director)
| Component | Detail | FY2024 Amount |
|---|---|---|
| Cash retainer | Quarterly retainer: $27,500 per quarter for first 3 quarters; $28,750 in final quarter (annualized $110,000 then $115,000) | Structure disclosed; amounts set by Board. |
| Committee chair fee | Nominating/Corporate Governance Chair | $15,000 (paid July 2024) |
| Total cash fees (Ranich) | Fees earned or paid in cash | $126,250 |
| Equity – Director Equity Compensation Plan | Quarterly common stock awards (~$175,000 per year). Non‑transferable until the later of two years from issuance or six months post‑service (death exception). | $175,053 (grant‑date fair value) |
| Other | Blanket travel insurance premium | $8 |
| Total (Ranich) | FY2024 total director compensation | $301,311 |
- Mix (Ranich): Cash ~$126,250 (≈42%), Equity ~$175,053 (≈58%).
Additional plan features:
- Deferred Compensation Plan (DCP): Directors may defer cash retainers and quarterly stock awards; cash accounts accrue interest at Moody’s Average Corporate Bond Yield (quarterly equivalent), stock accounts accrue dividend equivalents; obligations are unsecured.
- Ownership guideline: Each non‑employee director must own ≥5x annual cash retainer within 5 years; all directors are in compliance.
Performance Compensation (Director)
- Performance-linked metrics: Not applicable for non‑employee directors; equity is delivered as quarterly stock with transferability restrictions; no options or performance share programs apply to directors.
Other Directorships & Interlocks
- External public boards (prior): Questar Corporation; Uniper SE; Cardno Limited.
- Network ties: GTI Energy interlocks via Ranich’s prior directorship and current NFG directors’ ties (David C. Carroll, former President & CEO; David F. Smith, former director), indicating overlapping industry networks (not a related‑party transaction).
- Related party transactions: Company disclosed no related person transactions in FY2024.
- Charitable contributions: None to organizations where a director is an executive officer above thresholds in the prior three years.
Expertise & Qualifications
- Specializations: Sustainability/energy transition, regulatory affairs, technology, large‑scale international project execution and investment advisory for public sector (> $1B advised).
- Board‑level skills applied at NFG: Chairing nominations/ESG oversight; advancing board diversity; risk and strategy input on the energy transition.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 12/16/2024) | 18,324 shares beneficially owned (includes 983 shares under the DCP without voting/investment power). |
| Deferred stock units (not counted as beneficial ownership) | 13,777 DSUs under the DCP (would not be distributed within 60 days of a hypothetical separation date). |
| Ownership as % of outstanding | ~0.02% (18,324 of 90,710,599 shares outstanding; author’s calculation). |
| Hedging/pledging | Directors are prohibited from hedging or pledging company equity (policy in Corporate Governance Guidelines and insider trading policy). |
| Ownership guidelines | ≥5x annual cash retainer; all directors compliant. |
Governance Assessment
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Strengths
- Independent director with deep energy transition and sustainability expertise; chairs Nominating/Corporate Governance with explicit ESG oversight mandate—positive for board effectiveness and investor ESG scrutiny.
- Strong engagement indicators: committee leadership; Board/committee meeting cadence; at least 75% attendance; full board attendance at annual meeting.
- Pay alignment markers at the company level: robust say‑on‑pay support (96.4% in 2024), clawback policy, no tax gross‑ups, double‑trigger CIC, anti‑hedging/pledging and stock ownership requirements for insiders/directors—supportive of investor confidence.
- No related‑party transactions disclosed, reducing conflict risk.
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Potential watch items
- Tenure approaching a decade (matrix shows 9 years as of March 13, 2025), which some investors monitor for independence refreshment; balanced by clear independence determination and active chair role.
- External board and advisory roles create broad networks (e.g., GTI Energy links with other NFG directors) that can aid information flow but warrant routine conflict screening (no related‑party issues disclosed).
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Overall implication: Ranich’s profile (ESG/energy transition leadership, committee chairing, independence, and policy guardrails against hedging/pledging) is supportive of governance quality and investor confidence at NFG; no acute red flags identified specific to her service.