Frederick Forthuber
About Frederick A. Forthuber
Independent Class I director at NET Power Inc. (NPWR) since June 2023; age 61. He is President of Oxy Energy Services, LLC (Occidental subsidiary) with global responsibility for midstream/marketing and HSE/Process Safety/Risk Engineering, and has 35+ years of oil and gas operations experience. Education: B.S. Marine Engineering Systems (U.S. Merchant Marine Academy); Executive Scholar Certificate in Finance (Kellogg, Northwestern). Current external public directorship: Western Midstream Partners, LP (ESG Committee member).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Occidental Petroleum (Oxy Energy Services, LLC) | President | Not disclosed (current) | Global functional responsibility for midstream/marketing; HSE/Process Safety/Risk Engineering |
| Occidental Oil & Gas | VP Worldwide Operations (most recent prior role) | Not disclosed | Operations leadership |
| Altura Energy; Exxon | Engineering roles | Prior to joining Occidental (2000 acquisition of Altura by Occidental) | Engineering and project management foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Midstream Partners, LP | Director | Since 2021 (current) | Member, Environmental, Social, and Governance Committee |
Board Governance
- Status: Independent director under NYSE rules; Board explicitly determined Forthuber is independent.
- Board class/term: Class I; term expires at the 2027 annual meeting.
- Committee assignments at NPWR: None (not a member of Audit, Compensation, or Nominating & Corporate Governance).
- Attendance: The Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings during their service period.
- Board leadership/structure: Independent Chair (Jeff Bennett); CEO is Daniel J. Rice IV; board size ten.
- OXY designation/interlock: Under the Stockholders’ Agreement, OXY may designate three directors; as of the proxy, Forthuber is one of the three “OXY Directors” (with Jeff Bennett and Brad Pollack).
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Directors designated by or on behalf of stockholders (e.g., OXY) are not eligible for NPWR director compensation under the policy. Forthuber received no Board compensation in 2023–2024. |
| Committee member fees | $0 | Not on any committee; also ineligible as a designated director. |
| Committee chair fees | $0 | Not applicable. |
| Non-executive chair/lead director fees | $0 | Not applicable. |
| Annual director equity (RSUs) | $0 | Policy grants $150,000 RSUs to eligible non-employee directors; designated directors are ineligible. |
Policy benchmarks for eligible directors: $60,000 cash retainer; $150,000 annual RSU; committee member fees ($10k Audit / $7.5k Comp / $6k N&CG); committee chair fees ($20k Audit / $15k Comp / $12k N&CG); additional $25k for non-executive chair or lead director.
Performance Compensation
| Component (Director) | 2024 Grant/Metric | Vesting/Performance Conditions | 2024 Value |
|---|---|---|---|
| Performance equity (PSUs or performance RSUs) | None for Forthuber | Not applicable (designated directors ineligible) | $0 |
| Options (director) | None for Forthuber | Not applicable | $0 |
NPWR’s director program does not include performance metrics for ineligible designated directors; eligible directors receive time-based RSUs, not PSUs, per policy.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Western Midstream Partners, LP (NYSE: WES) | Director (ESG Committee) | Occidental ecosystem | Forthuber is WES director; NPWR Chair Jeff Bennett is also WES chair (interlock via OXY affiliations). |
| Occidental Petroleum (OXY) | Senior executive (President, Oxy Energy Services, LLC) | OXY-designated NPWR director | OXY holds a large NPWR stake and designates three NPWR directors (including Forthuber). |
Expertise & Qualifications
- 35+ years in oil & gas operations; senior leadership with responsibility for global midstream/marketing of crude, NGLs, natural gas.
- Direct oversight of Health & Safety, Process Safety, and Risk Engineering.
- Public company board experience (WES) and ESG committee service.
- Technical and financial credentials: Marine engineering degree; executive finance program credential (Kellogg).
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Frederick A. Forthuber | — | — | — | — (not reported; below thresholds) |
- Company-wide hedging/pledging: Directors, officers, and employees are prohibited from hedging transactions and from holding/pledging securities in margin accounts under NPWR’s Insider Trading Policy.
Related-Party Exposure (Conflicts) – OXY Focus
- Master Services Agreements with Occidental: Aggregate expense of approximately $2.0 million through December 31, 2024 for technical, administrative, marketing, and support services.
- Land lease with Occidental subsidiary: Lease for West Texas site (intended utility-scale plant), effective December 1, 2024; initial 60-month term with options for three 10-year extensions; ~$2,700 rent paid in 2024; purchase option included.
- Governance controls: Audit Committee reviews/approves related-party transactions under written policy; independence determined despite OXY ties.
- Governance structure: OXY’s right to designate three NPWR directors (including Forthuber) under the Stockholders’ Agreement; creates potential influence concentration and interlocks.
Governance Assessment
- Alignment and incentives: Forthuber receives no NPWR director cash or equity and has no reported NPWR share ownership, which limits direct “skin-in-the-game” alignment at the NPWR level; alignment may instead flow through OXY’s substantial ownership and strategic interests.
- Independence vs. affiliations: Despite being an OXY executive and OXY-designated director, he is deemed independent by the Board; investors should weigh this against OXY’s related-party transactions and board designation rights.
- Board effectiveness: Attendance threshold met (≥75%); however, no NPWR committee assignments may limit his direct role in audit/comp/nom-gov oversight despite extensive operating and risk experience.
- Conflict safeguards: Formal related-party review by Audit Committee and prohibition on hedging/pledging reduce certain risks; nonetheless, OXY MSAs, the land lease, and multiple OXY-affiliated directors (including Forthuber) remain ongoing conflict watchpoints.
RED FLAGS
- Multiple OXY-affiliated directors with OXY-related party transactions (services and site lease) may raise perceived conflict/influence concerns.
- No reported personal NPWR share ownership or director equity grants for Forthuber could weaken ownership alignment signals at the individual level.
Positive signals
- Strong technical and risk-management background with public board ESG experience; Board attendance standard met.
- Formal related-party review policy and insider trading restrictions on hedging/pledging.