Ahron H. Haspel
About Ahron H. Haspel
Ahron H. Haspel, 81, is an independent Trustee of North European Oil Royalty Trust (NRT). He is an attorney and Certified Public Accountant with deep tax and M&A expertise; he retired as a partner from Jones Day in 2012 and previously was a senior partner at KPMG, where he served on the firm’s board of directors and audit committee. He has served as a Trustee and as Chairman of both the Audit Committee and Compensation Committee since November 2, 2017, and is designated an “audit committee financial expert.” He also serves on the board of Hanover Bank Corp., chairing its audit committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Partner (M&A specialty); retired | Retired in 2012 | M&A expertise leveraged for governance and financial oversight at NRT |
| KPMG | Senior Partner; served on firm Board of Directors and Audit Committee | Not disclosed | Governance and audit oversight experience; extensive oil & gas exposure |
External Roles
| Organization | Role | Committee Positions | Status |
|---|---|---|---|
| Hanover Bank Corp. | Director | Chairman, Audit Committee | Current |
Board Governance
- Independence: The Trustees have determined that all current Trustees (including Haspel) are independent under NYSE rules .
- Committee leadership and expertise: Haspel chairs both the Audit Committee and the Compensation Committee and is designated an “audit committee financial expert” under SEC rules .
- Meetings and attendance: In fiscal 2024 the Board met 8 times; Audit met 3 times; Compensation met once. All currently serving Trustees attended 100% of Board and applicable committee meetings during their tenure in fiscal 2024 .
- Governance structure: NRT maintains standing Audit and Compensation Committees. The Audit Committee has a charter; the Compensation Committee does not. The Trustees have not established separate Governance or Nominating Committees, citing the Trust Agreement and Delaware Court of Chancery orders as the governance framework .
- Auditor oversight: Audit pre-approves all audit and non-audit services . In 2024, following the Mazars–FORVIS combination, the Audit Committee recommended appointing Forvis Mazars, LLP as auditor; there were no disagreements or reportable events with the prior auditor .
- Conduct and trading safeguards: Anti-hedging policy prohibits short-term trading (for directors/officers), short sales, margin or pledging, and hedging/derivative trading without prior approval; the Audit Chair acts as compliance officer for the Managing Director’s trades .
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Trustee fees paid (formula-based) | $10,356 | 0.2% of gross royalties and interest; compares to $58,334 in fiscal 2023 |
| Audit Committee Chair retainer | $20,000 | Set by Trustees for chair role |
| Total cash compensation (reported) | $30,356 | Reported as “Trustee Fees Paid” for “Trustee, Audit Committee Chairman” |
| All other compensation | $0 | No other pay types |
| Reimbursed expenses (all Trustees) | $1,314 total in FY24 (group) | Reasonable out-of-pocket reimbursements |
Additional structure details:
- Role-based fee schedule set by Trustees: Managing Trustee $40,000; Clerk $20,000; Audit Committee Chair $20,000 .
- Trustees do not receive securities, property, retirement/insurance benefits, or personal perquisites .
- Compensation Committee has not historically used compensation consultants .
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Annual cash bonus | Not applicable | No bonuses disclosed for Trustees |
| Stock/Equity awards (RSUs/PSUs/DSUs) | None | Trustees do not receive securities or property |
| Option awards | None | No option grants disclosed |
| Performance metrics tied to pay | Not applicable | Trustee compensation determined by Trust Agreement formula (0.2% of gross royalties/interest) and role-based retainers |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Notes |
|---|---|---|
| Hanover Bank Corp. | None disclosed | Serves as Director and Audit Committee Chair; no NRT-related transactions disclosed |
Expertise & Qualifications
- Legal, tax, and accounting expertise: Attorney and CPA specializing in tax; former M&A partner at Jones Day; former KPMG senior partner with board and audit committee service .
- Industry experience: Extensive work with oil and gas and other natural resource companies .
- Financial expertise: Designated “audit committee financial expert” .
Equity Ownership
| Holder | Units Beneficially Owned | % Outstanding |
|---|---|---|
| Ahron H. Haspel, Trustee | 21,000 | <1% |
Policy safeguards relevant to alignment:
- Anti-hedging/pledging policy applies to Trustees and household/controlled entities; prohibits hedging/pledging without prior approval .
Governance Assessment
Positives
- Strong financial oversight credentials: CPA, legal/tax background, and SEC-designated audit committee financial expert status; chairs Audit and Compensation Committees .
- Engagement: 100% meeting attendance in FY24 across Board and committees; Board held executive sessions without the Managing Director .
- Transparent, formulaic director pay: Trustee fee tied to gross royalties/interest, creating variability with Trust cash generation (FY23 vs. FY24 demonstrates sensitivity); clear role-based retainers .
- Auditor transition oversight: Committee-managed transition to Forvis Mazars, LLP with no disagreements or reportable events; fees disclosed .
Potential Weaknesses / Watch Items
- No Compensation Committee charter and no separate Governance/Nominating Committee, which is atypical among public companies and may reduce formalized processes for nominations and board evaluation, though the Trustees cite the Trust Agreement framework .
- Cash-only director compensation (no equity grants) limits direct equity-alignment levers; ownership exists but equity compensation is not used for directors .
- Compensation Committee does not use independent compensation consultants, which could raise benchmarking and governance questions at some investors, though the pay structure is formulaic and role-based .
RED FLAGS
- None disclosed specific to Haspel (no related-party transactions, no hedging/pledging reported, no attendance issues) .
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