Theresa Fariello
About Theresa Fariello
Independent director (Class II) at Energy Vault (NRGV) since 2023; age 64; current term expires at the 2026 annual meeting. Senior Vice President, Government Affairs & Global Public Policy at United Airlines since 2017; prior 16-year tenure at ExxonMobil; former Deputy Assistant Secretary for International Energy Policy at the U.S. Department of Energy; prior senior roles at Occidental Petroleum. Education: B.A. Political Science (George Washington University); J.D. (George Mason University School of Law); LL.M. in International & Comparative Law (Georgetown University Law Center). The Board deems her independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines | SVP, Government Affairs & Global Public Policy | 2017–present | Leads federal, state, local, international government engagement including environmental affairs |
| ExxonMobil | Senior government/public policy roles | 16-year tenure (dates not specified) | Advised executive leadership on governmental and policy matters |
| U.S. Department of Energy | Deputy Assistant Secretary for International Energy Policy | Not disclosed | International energy policy leadership |
| Occidental Petroleum | Senior leadership positions | Not disclosed | Government/policy-related roles |
External Roles
- No other current public company directorships are disclosed for Ms. Fariello in NRGV’s 2025 proxy.
Board Governance
| Attribute | Details |
|---|---|
| Board class/term | Class II; term expires at 2026 annual meeting |
| Independence | Independent director under NYSE rules |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee chairs | Compensation: Larry Paulson (Chair); Nominating & Corporate Governance: Mary Beth Mandanas (Chair); Audit: Thomas Ertel (Chair) |
| Attendance | Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all 7 directors attended the 2024 annual meeting |
| Lead Independent Director | Larry Paulson; presides over executive sessions of non-management/independent directors |
| Executive sessions | Held at each of four regular meetings; additional as requested |
| Risk oversight | Nominating & Corporate Governance Committee oversees independence and conflicts; Audit oversees related-party transactions |
Fixed Compensation
| Year | Cash Retainer ($) | Equity (Stock Awards $) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 153,950 | 228,950 |
Program terms for non-executive directors:
- Annual cash retainer: $75,000; no per-meeting fees disclosed.
- Equity: Initial RSU grant ≈$200,000 upon joining; annual RSU ≈$100,000 if served ≥6 months by annual meeting; additional ≈$15,000 in RSUs for committee chairs; Initial vests in three annual installments; Annual vests on earlier of 1 year or next annual meeting; full vest on change in control if in service through the event.
Performance Compensation
- Director equity is time-based RSUs (no performance metrics disclosed for directors). Vesting schedules as above; no options outstanding for non-employee directors at 12/31/2024.
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024; no member is/was a company executive; no reciprocal executive/comp committee overlaps disclosed.
- Related party transactions: Proxy discloses a patent license option with Continuum (affiliate of former director Bill Gross); no transactions involving Ms. Fariello are disclosed.
Expertise & Qualifications
- Deep government affairs/public policy expertise across aviation and energy; senior roles at UAL, ExxonMobil, DOE, and Occidental.
- Independence affirmed by the Board (NYSE criteria).
- Committee experience on Compensation and Nominating & Corporate Governance; oversight of executive pay, human capital, board composition/succession, independence/conflicts.
Equity Ownership
Ownership snapshot (as of March 31, 2025):
| Holder | Shares Beneficially Owned | % of Class | Notable Footnotes |
|---|---|---|---|
| Theresa Fariello | 97,306 | <1% | Includes 68,989 RSUs vesting within 60 days of 3/31/2025 |
Anti-hedging/pledging policy:
- Directors, officers, employees and controlled entities are prohibited from hedging transactions and from pledging company securities as collateral without compliance officer approval.
Recent insider transactions (Form 4):
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-09-16 | Award (A) | 140,114 | 0.00 | 299,064 | https://www.sec.gov/Archives/edgar/data/1828536/000196544125000004/0001965441-25-000004-index.htm |
| 2025-08-26 | Open market purchase (P) | 5,000 | 1.705 | 158,950 | https://www.sec.gov/Archives/edgar/data/1828536/000182853625000123/0001828536-25-000123-index.htm |
| 2024-05-24 | Award (A) | 68,989 | 0.00 | 153,950 | https://www.sec.gov/Archives/edgar/data/1828536/000182853624000117/0001828536-24-000117-index.htm |
Governance Assessment
- Strengths/alignment: Independent director with relevant public policy and energy experience; active on Compensation and Nominating & Governance; met attendance thresholds; anti-hedging/pledging policy in place; received time-based RSUs consistent with peer practices; executed an open-market purchase of 5,000 shares in Aug 2025. (purchase: SEC link above)
- Director pay structure: Cash retainer plus RSUs; 2024 mix reflected meaningful equity component via RSUs; no option awards outstanding to non-employee directors at 12/31/2024.
- Conflicts/related-party: No related-party transactions involving Ms. Fariello disclosed; board processes assign conflicts oversight to the Nominating & Governance Committee and related-party approvals to the Audit Committee.
- RED FLAGS: None disclosed specific to Ms. Fariello (no pledging/hedging noted; no attendance issues reported).