Elisabeth Tørstad
About Elisabeth Tørstad
Independent director since November 2023; age 59. Background spans CEO roles in engineering, energy and digital solutions with DNV GL and Asplan Viak, plus governance roles at UL Research Institutes; education includes B.S. Civil Engineering, subsidiary degrees in Business Administration and Organizational Psychology, and M.S. in Structural Physics. She was designated to the ULS Board by UL Standards & Engagement under a Stockholder Agreement; the Board has affirmed her independence under NYSE rules. Core credentials emphasize scientific/technical expertise and global operational leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asplan Viak AS | Chief Executive Officer | 2019–2024 | Led professional services in architecture, property development, infrastructure; CEO mandate and execution |
| DNV GL – Digital Solutions | Chief Executive Officer | 2018–2019 | Digital transformation leadership |
| DNV GL – Oil & Gas | Chief Executive Officer | 2014–2017 | Sector CEO across energy markets |
| DNV Americas & Sub‑Saharan Africa | Chief Executive Officer | 2010–2013 | Regional CEO; operations, market development |
| DNV Cleaner Energy & Utilities | Director of Operations | 2006–2010 | Operational leadership in clean energy/utilities |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| UL Research Institutes (sole member of UL Standards & Engagement) | Board of Trustees; Chair, Governance & Compensation Committee | 2020 | Governs controlling member that designates ULS directors; interlock |
| Aker Solutions ASA (AKRTF) | Director | 2022 | Remuneration Committee member |
| Norwegian Geotechnical Institute | Director | 2023 | Board member |
| Torvald Klaveness | Director | 2023 | Board member |
| Henie Onstad Art Foundation | Director | 2024 | Board member |
| Peace Research Institute Oslo | Deputy Chair, Governing Board | 2019 | Governance leadership |
| Hexagon Composites ASA | Prior Director | 2017–2020 | Prior board service |
| Digital Norway | Prior Director | 2017–2019 | Prior board service |
Board Governance
- Committees: Finance Committee (member) and Nominating Committee (member); committee chairs are James P. Dollive (Finance) and Marla C. Gottschalk (Nominating). In 2024, Finance held 5 meetings; Nominating held 4 meetings.
- Independence: The Board affirmatively determined Tørstad qualifies as an independent director under NYSE rules.
- Attendance: The Board met 12 times in 2024; each director attended at least 75% of Board and committee meetings during their service.
- Executive sessions: Independent directors meet regularly without management; additionally, for as long as UL Standards & Engagement designates directors, non‑designated directors meet in executive session without management or those designees.
- 2025 Shareholder voting outcomes: Tørstad received 1,432,291,447 votes FOR and 6,746,352 WITHHOLD at the May 20, 2025 annual meeting, indicating strong support; say‑on‑pay passed with 1,438,546,235 FOR vs 374,149 AGAINST.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 133,750 | 169,998 | 303,748 |
- Director program (post‑IPO): Annual cash retainer $85,000 and RSUs with grant‑date fair value $170,000; RSUs vest on the earlier of one year from grant or next annual meeting; dividend equivalents credited and vest with underlying RSUs.
- Committee retainers (post‑IPO): Nominating Committee member $6,250; Finance Committee member $6,250; Audit Committee chair $20,000; HCC chair $15,000; Chair of Board $120,000; members receive additional amounts per committee.
- 2024 grant specifics: Each director had 4,915 unvested RSUs outstanding as of Dec 31, 2024 (includes dividend equivalents); 2024 director RSU grant date May 1, 2024.
Performance Compensation
- No performance‑based elements are disclosed for non‑employee directors; equity awards are time‑based RSUs with vesting as described.
| Grant Date | RSUs Outstanding (as of 12/31/24) | Vesting Condition | Dividend Equivalents |
|---|---|---|---|
| May 1, 2024 | 4,915 | Earlier of 1‑year anniversary or next annual meeting | Credited during vesting period; vest with RSUs |
Other Directorships & Interlocks
| Entity | Nature of Interlock | Governance Risk Note |
|---|---|---|
| UL Standards & Engagement / UL Research Institutes | UL Standards & Engagement holds 100% of Class B (95.7% combined voting power) and designates certain ULS directors; Tørstad is trustee at UL Research Institutes and chair of its governance/compensation committee | Potential influence from controlling member; mitigated by Board’s independence determinations and separate executive sessions excluding designees |
Expertise & Qualifications
- Scientific and technical expertise grounded in civil engineering and structural physics, with extensive leadership across energy, digital and infrastructure sectors.
- Global operating experience (Americas, Sub‑Saharan Africa, oil & gas, digital solutions) and service on remuneration and governance committees across organizations.
Equity Ownership
| Holder | Shares of Class A Common Stock | Ownership % of Class A | Notes |
|---|---|---|---|
| Elisabeth Tørstad | 8,498 | <1% (*) | Beneficial ownership as of March 26, 2025 |
- Director stock ownership guidelines: Minimum beneficial ownership equal in value to 5x annual cash retainer; until met, 100% of shares received from equity awards must be retained. As of Dec 31, 2024, all non‑employee directors either met the guideline or were compliant via retention.
- Hedging/pledging and clawback: Company prohibits hedging and pledging; maintains clawback policy covering cash and equity incentive awards.
(*) Less than 1%; percentages rounded and voting power determined with Class A and Class B as a single class.
Governance Assessment
- Strengths: Independent status affirmed; strong shareholder support in 2025 director elections; robust committee structure and clear charters; active executive sessions; director ownership guidelines and clawback/anti‑hedge/anti‑pledge policies support alignment.
- Watch items / potential conflicts: Tørstad’s trustee role at UL Research Institutes (which governs UL Standards & Engagement, the holder of Class B and designator of certain directors) presents an interlock with the controlling member; Board mitigations include independence determinations and executive sessions excluding designees.
- Engagement: Committee service on Finance and Nominating; Board/committee attendance thresholds met; committee meeting cadence indicates active governance in risk oversight, capital structure and board effectiveness.
Overall signal: Governance practices and shareholder voting outcomes support investor confidence; monitoring of controlling‑member interlocks remains prudent.