E. Spencer Abraham
About E. Spencer Abraham
E. Spencer Abraham, age 72, is an independent director of Two Harbors Investment Corp. (TWO), serving since 2014. He is Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee. Abraham founded and has led The Abraham Group LLC since 2005, previously served as the 10th U.S. Secretary of Energy (2001–Jan 2005), and holds a J.D. from Harvard Law School. The Board affirms his independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | U.S. Secretary of Energy | 2001–Jan 2005 | Led energy security policy; oversaw Strategic Petroleum Reserve; international government relationships including OPEC |
| The Abraham Group LLC | Chairman & CEO | 2005–present | International strategic consulting leadership |
| U.S. Senate (Michigan) | U.S. Senator | Prior to 2001 (dates not specified in proxy) | Legislative leadership prior to Cabinet role |
External Roles
| Company | Ticker | Role | Committee Roles/Notes |
|---|---|---|---|
| Uranium Energy Corp. | UEC | Chairman of the Board | Board leadership |
| NRG Energy, Inc. | NRG | Director | Chairman, Compensation Committee |
| PBF Energy Inc. | PBF | Director | Compensation Committee member; Nominating & Corporate Governance Committee member |
| Emissions Reduction Corp. | Private | Director | Private company directorship |
| Blank Rome Government Relations | — | Senior Advisor | Advisory role |
Prior public/other boards (selected): Occidental Petroleum (OXY), GenOn Energy, ICx Technologies (director and comp/NCG committee member), C3 IoT board, and trustee of the California Institute of Technology.
Board Governance
- Committee assignments at TWO: Compensation Committee (Chair); Nominating & Corporate Governance Committee (member). All Board committees are fully independent.
- Independence: The Board determined Abraham is independent under NYSE standards.
- Attendance: Board met 5x in 2024; committees met AC(6), CC(3), NCGC(2), ROC(1). All directors attended ≥75% of Board/committee meetings in 2024 and attended the 2024 annual meeting.
- Board leadership: Independent Chair (Stephen G. Kasnet). Independent directors meet regularly in executive session.
- Compensation Committee governance: Uses independent consultant (Pay Governance); committee report signed by Chair E. Spencer Abraham. No compensation committee interlocks; no insider participation.
- Say-on-Pay support: 95.6% approval at the 2024 Annual Meeting, indicating strong shareholder support for compensation practices.
Fixed Compensation
Policy framework for independent directors (2024–2025 term):
- Annual retainer: $216,000 total ($98,000 cash + $118,000 RSUs)
- Chair fees: Board Chair +$150,000 (50% cash/50% RSUs); Audit Chair +$20,000 cash; Chairs of Compensation, Risk Oversight, and Nominating & Corporate Governance +$15,000 cash
- RSU vesting: Director RSUs granted under the 2021 Plan vest in full at the next annual meeting; pro-rata vesting on early departure; full vest on death/disability; double-trigger vesting on change in control if service is terminated within 24 months (or immediate if awards not assumed)
Abraham’s 2024 compensation:
| Component | Amount |
|---|---|
| Cash fees (retainer + Committee Chair fee) | $113,000 |
| Stock awards (RSUs; grant date 5/15/2024; valued at $12.96/sh) | $117,988 |
| Total | $230,988 |
Performance Compensation
Independent directors do not receive performance-based pay (no annual bonus, PSUs, or options for Board service). Equity compensation is time-vested RSUs under the director program:
- Instrument: RSUs (time-based)
- 2024 Grant timing and valuation: Awards granted 5/15/2024; valued using NYSE close of $12.96
- Vesting: Fully vests at the next annual meeting; pro-rata on early departure; full vest on death/disability; double-trigger vesting on change of control if service terminates within 24 months (or earlier if awards not assumed)
Indicative outstanding director equity (as of 3/19/2025):
| Item | Detail |
|---|---|
| RSUs scheduled to vest within 60 days (Abraham) | 9,104 RSUs |
Other Directorships & Interlocks
- Current public company boards: UEC (Chairman), NRG (Compensation Chair), PBF (Comp/NCG member). Count of other public company boards: 3.
- Interlocks: None – no compensation committee interlocks or insider participation disclosed.
Expertise & Qualifications
- Legal and policy: J.D., Harvard Law School; Cabinet-level leadership as U.S. Secretary of Energy (energy security, O&G policy, Strategic Petroleum Reserve, international relations).
- Board leadership and compensation governance: Chairs TWO’s Compensation Committee; chairs NRG’s Compensation Committee; Chairman of UEC.
- Industry breadth: Energy, utilities, technology, and academic governance exposure through prior board/trustee roles.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficially owned common shares (3/19/2025) | 31,896 shares (includes 9,104 RSUs scheduled to vest within 60 days) |
| Ownership as % of outstanding | <1.0% |
| Hedging/Pledging | Prohibited by policy |
| Director ownership guideline | Directors may not sell below $300,000 aggregate market value; up to 40% of vested shares may be sold for taxes. |
Related Party/Conflicts Check
- Related-party transactions: None required to be reported for 2024.
- Compensation committee interlocks: None.
- Anti-hedging/pledging: Prohibited for directors.
- Other roles: Multiple external public boards (three) noted; no disclosed conflicts with TWO’s business; Board affirms independence.
Governance Assessment
- Positives: Independent director and Compensation Committee Chair with strong governance background; clear independence affirmation; robust director stock ownership and anti-hedging/pledging policies; no 2024 related-party transactions; good meeting attendance; strong Say-on-Pay outcome (95.6%), signaling shareholder confidence in pay oversight.
- Watch items: Time commitment across three public boards plus chair roles (UEC Board Chair, NRG Comp Chair) warrants monitoring, though no interlocks or conflicts disclosed and attendance thresholds were met in 2024.
Overall, Abraham’s profile indicates experienced compensation oversight, policy and regulatory expertise, and adherence to governance best practices, with limited red flags disclosed in the latest proxy period.