Joseph Kelliher
About Joseph T. Kelliher
Independent Class III director since June 2023; age 64. Former Chairman of the Federal Energy Regulatory Commission (2005–2009) and Executive Vice President, Federal Regulatory Affairs at NextEra Energy (2009–2020). Currently operates a consulting business providing expert testimony and strategic advice. Education: B.S. (Georgetown University, School of Foreign Service) and J.D., magna cum laude (American University Washington College of Law). Designated by the Board as lead director in the event the Chairman is not independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Energy Regulatory Commission (FERC) | Chairman and Commissioner | 2005–2009 | Implemented Energy Policy Act of 2005; strengthened enforcement, reliability oversight; reforms to promote competitive power/gas markets |
| NextEra Energy, Inc. | EVP – Federal Regulatory Affairs | 2009–2020 | Led FERC regulatory strategy across NextEra Energy Resources and Florida Power & Light, covering all organized markets |
| U.S. Department of Energy | Senior policy advisor to the Secretary | Not disclosed | Energy policy advisory responsibilities |
| U.S. House Commerce Committee | Majority counsel | Not disclosed | Legislative counsel on energy policy |
| Private sector roles (corporations, trade associations, law firms) | Various energy policy roles | Not disclosed | Energy infrastructure and regulatory strategy contributions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No current public directorships disclosed |
| Consulting business | Principal | Current | Provides expert witness testimony and strategic advice |
Board Governance
- Independence: Board determined Kelliher is independent under NYSE rules .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Lead Director: Board designated Kelliher as lead director if the Chairman is not independent .
- Board structure and meetings: Staggered board; five Board meetings in 2024; each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Committee activity: Audit (5), Compensation (5), and Nominating & Corporate Governance (5) meetings held in 2024 .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Paid or Earned in Cash ($) | $52,626 | $104,500 (elected to receive in shares) |
| Annual Equity (RSUs) – Grant Date | $300,000 RSUs (initial grant; vests over 3 years starting Sep 1, 2024) | $150,000 RSUs granted June 4, 2024; vest by next annual meeting or 1-year anniversary |
| Role-based cash retainer schedule (policy) | Director $60,000; Committee Chair (Nom/Gov) $12,000; Committee member (Comp) $7,500; Lead Director $25,000 (policy terms) | Director $60,000; Committee Chair (Nom/Gov) $12,000; Committee member (Comp) $7,500; Lead Director $25,000 (policy terms) |
Notes:
- Policy allows non-employee directors to elect cash retainers in unrestricted Class A shares; Kelliher elected stock for 2024 cash fees .
- The fee schedule shown is the company-wide policy; actual role-based payments follow assignments and Board designation each year .
Performance Compensation
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| Performance-based criteria for director equity | None disclosed; annual director grants are time-based RSUs vesting by next annual meeting or 1-year anniversary |
| Hedging/pledging restrictions (alignment policy) | Company insider trading policy prohibits hedging, short sales, transactions in publicly-traded options, and pledging/margin accounts for all directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Sponsor/strategic holder designated seats (Board context) | Board includes designated directors from OXY, 8 Rivers/SK, Constellation, and Sponsor per Stockholders’ Agreement; Kelliher is one of the “Company Directors” (independent) |
| Related-party ecosystem (company-level) | Material relationships with Baker Hughes (JDA and license), Occidental (services, land lease), Constellation (services); all subject to Audit Committee review per policy |
Expertise & Qualifications
- Deep federal regulatory expertise and market design (FERC Chair; NextEra multi-market leadership) .
- Governance and compensation oversight experience (Chair, Nominating & Corporate Governance; member, Compensation) .
- Legal background and policy formulation across government and private sectors; advanced legal and international affairs education .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total Common | Notes |
|---|---|---|---|---|
| Joseph T. Kelliher | 15,488 (under 1%) | — | 15,488 (under 1%) | Beneficial ownership as of April 15, 2025 |
| Unvested director RSUs held | 29,665 (aggregate unvested RSUs as of Dec 31, 2024) | — | — | Annual RSU grant of 15,369 on June 4, 2024 included in unvested tally |
Insider trades: No Form 4 transactions disclosed in the proxy materials; company prohibits hedging/pledging by directors .
Governance Assessment
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Strengths
- Independent director with high-relevance regulatory expertise; chairs the Nominating & Corporate Governance Committee and serves on Compensation, supporting board process quality .
- Attendance met or exceeded company’s threshold; Board and committees active (five meetings each in 2024) .
- Alignment: elected to take 2024 cash fees in stock; ongoing RSU grants; strict anti-hedging/pledging policy enhances alignment .
- Lead Director contingency designation provides governance continuity if the chair becomes non-independent .
-
Potential risk indicators and mitigants
- Company operates within a complex related-party ecosystem (Baker Hughes, Occidental, Constellation, SK/8 Rivers), but Audit Committee oversees and approves related-party transactions per policy .
- No current public board interlocks for Kelliher; reduces external conflict risk .
- As an Emerging Growth Company, no say-on-pay votes required, limiting shareholder feedback on pay structures; mitigated by transparent director compensation policy and independent committee oversight .
-
Compensation structure signals
- 2023 initial RSU grant ($300k) followed by 2024 annual RSU grant ($150k) indicates front-loaded equity transitioning to steady annual grants; cash fees increased with committee roles and policy retainer schedule .
- Director equity grants are time-based (not performance-linked), typical for outside directors; no discretionary bonuses or options for directors disclosed .
RED FLAGS: None specific to Kelliher disclosed regarding related-party transactions, hedging/pledging, low attendance, tax gross-ups, or option repricing for directors in the proxy materials .