Warren Gfeller
About Warren H. Gfeller
Independent director of INNOVATE Corp (NYSE: VATE) since 2016; age 72. He isChair of the Compensation Committee, and serves on the Audit Committee and Nominating & Governance Committee; recognized as an audit committee financial expert. Prior roles include interim non‑executive Chairman (Apr 1–May 13, 2020); career spans CEO roles in energy, public company boards, and state commission appointments. Education: Bachelor of Arts from Kansas State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| INNOVATE Corp. (VATE) | Director; Interim non‑executive Chairman | Director since 2016; Interim Chair Apr–May 2020 | Compensation Chair; Audit; Nominating & Governance; audit committee financial expert |
| Global Marine Holdings, LLC (INNOVATE subsidiary) | Director | Jun 2018–Mar 2020 | Not specified |
| Gardner Bancshares, Inc. | Director | 1992–2025 | Chair Strategic Planning; Chair Governance; Audit member |
| Crestwood Equity Partners LP (NYSE: CEQP) | Director | 2013–2023 | Lead Director; Chair Nominating & Governance; prior Comp Chair; Finance Committee |
| Crestwood Midstream Partners LP | Lead Director; Compensation Committee member | 2013–Nov 2015 | Lead Director; Compensation Committee |
| Inergy Holdings, L.P. | Lead Director; Audit Chair | 2001–2013 | Audit Chair |
| Inergy Midstream Partners | Lead Director; Audit Chair | 2011–2013 | Audit Chair |
| Inergy Holdings GP LLC | Director; Audit Chair | 2005–2011 | Audit Chair |
| Zapata Corporation | Lead Director; Audit Chair; Compensation Committee member | 1997–2009 | Audit Chair; Compensation Committee |
| Duckwall‑Alco Stores, Inc. | Chairman of the Board; Audit Committee member | 2003–2009 | Board Chair; Audit member |
| Houlihan’s Restaurant Group | Director | 1993–1998 | Not specified |
| Synergy Gas, Inc. | Director | 1992–1995 | Not specified |
| Ferrellgas, Inc. (now Ferrellgas Partners LP) | President & CEO; Director | 1986–1991 (Dir 1987–1991) | Led retail/wholesale propane operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kansas Department of Wildlife and Parks | Commissioner | Since 2019 | State commission leadership |
| U.S. Agricultural Trade Advisory Committee (ATAC) | Member (reappointed) | Second four‑year term beginning Jan 2025 | Advises U.S. Secretary of Agriculture |
Board Governance
- Committee assignments: Compensation Committee Chair; member Audit; member Nominating & Governance; audit committee financial expert designation .
- Independence: Board affirmed independence for Gfeller (and all committee roles) under NYSE standards and company guidelines (Feb 2025 review) .
- Attendance: Board held 11 meetings in 2024; each director attended >75% of aggregate Board and committee meetings served. Committee meetings: Audit 5; Compensation 8; Nominating & Governance 2 (2024) .
- Shareholder signals: 2025 election support “For” 8,803,101 vs “Against” 153,637; strong say‑on‑pay approval (8,651,492 For vs 113,777 Against); frequency “Every one year” passed .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual non‑employee director retainer | 52,500 | Paid quarterly, in arrears |
| Compensation Committee Chair fee | 12,000 | Chair premium |
| Audit Committee member fee | 9,375 | Member, not chair |
| Nominating & Governance Committee member fee | 4,500 | Member, not chair |
| Total Cash (2024) | 78,375 | Matches disclosed director compensation table |
Director Compensation (disclosed totals for 2024):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Warren H. Gfeller | 78,375 | 90,000 | 168,375 |
Performance Compensation
- Policy: Each non‑employee director receives an annual restricted stock award (RSA) with grant date fair value of $90,000; time‑based vesting only (no performance metrics). 2024 grants: 16,101 RSAs each to Glazer, Gfeller, Goldstein, Wilkinson .
- Vesting: 100% on the earlier of June 18, 2025 or the first regular annual meeting following grant, subject to continued service .
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Jun 18, 2024 | RSA | 16,101 | $90,000 (at $5.59 close) | 100% on earlier of Jun 18, 2025 or next annual meeting |
No director PSUs/options or performance‑metric‑linked equity are disclosed for non‑employee directors; awards are time‑vested RSAs only .
Other Directorships & Interlocks
| Company | Status | Role/Committee | Tenure |
|---|---|---|---|
| Crestwood Equity Partners LP (NYSE: CEQP) | Prior public | Lead Director; Chair Nominating & Governance; prior Comp Chair; Finance Committee | 2013–2023 |
| Zapata Corporation | Prior public | Lead Director; Audit Chair; Compensation Committee | 1997–2009 |
| Duckwall‑Alco Stores, Inc. | Prior public | Chairman; Audit Committee | 2003–2009 |
| Houlihan’s Restaurant Group | Prior | Director | 1993–1998 |
| Synergy Gas, Inc. | Prior | Director | 1992–1995 |
| Ferrellgas, Inc. (now FGP) | Prior public | President & CEO; Director | 1986–1991; Dir 1987–1991 |
| Gardner Bancshares, Inc. | Prior/private | Director; Chair Strategic Planning; Chair Governance; Audit member | 1992–2025 |
Expertise & Qualifications
- Deep energy/industrial operations background; prior CEO experience; extensive audit/compensation leadership across multiple public boards .
- Audit committee financial expert designation at VATE; significant financial and accounting training/practice .
Equity Ownership
| Holding | Shares | Percent of Outstanding | Vested vs Unvested |
|---|---|---|---|
| Common stock beneficially owned | 51,339 | <1% | Includes 16,101 RSAs scheduled to vest at 2025 annual meeting timing |
| Pledging/Hedging | — | — | Company policy prohibits hedging; pledging only by CFO approval and below limits; no pledging disclosed for Gfeller |
Insider Trades
- Section 16(a) compliance: No late filings disclosed for Gfeller in 2024; only the Interim CEO had an amendment noted. Proxy does not detail individual Form 4 transactions for Gfeller .
Governance Assessment
- Strengths: Independent director with audit committee financial expert status; chairs Compensation Committee; strong election mandate; robust committee engagement and >75% attendance; director equity grants promote alignment through time‑vesting .
- Alignment: Holds 51,339 shares including unvested RSAs; equity retainer of $90,000 annually in RSAs supports skin‑in‑the‑game, though ownership is <1% given VATE’s share count .
- Conflicts: No related‑party transactions disclosed tied to Gfeller. Board‑level related‑party exposure exists with Lancer Capital (Chairman’s fund) backstopping capital raises, but independence for Gfeller affirmed and no personal involvement indicated .
- Policies: Anti‑pledging/anti‑hedging in place; indemnification agreements standard for directors .
- Shareholder confidence: Strong 2025 say‑on‑pay approval and director election outcomes support governance stability .
Red Flags: None disclosed specific to Gfeller. No low attendance or compensation anomalies; no pledging/hedging or related‑party transactions involving him reported .