Linda Adamany
About Linda L. Adamany
Independent director at Vitesse Energy, Inc. (VTS); age 72; director since 2023. A CPA with a B.S. in Business Administration (Accounting, magna cum laude) from John Carroll University; 32 years of global executive experience including 27 years at BP plc with roles spanning Shipping (CEO of BP Shipping), Refining & Marketing, E&P, Chemicals, Trading, IT, Supply Chain, Strategy, and HR. Recognitions include Women’s Inc. 2018 “Most Influential Corporate Director.” At Vitesse, she chairs the Compensation Committee, serves on the Audit Committee (audit committee financial expert), and the Nominating, Governance & ESG Committee (NGESR). She is deemed independent under NYSE, Exchange Act §10A, and Rule 10C-1 standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP plc | Various leadership roles; CEO, BP Shipping | 1980–2007 | Led global operating and functional areas; largest private ship owner-operator; cross-functional leadership in finance, operations, strategy, and HR |
| National Grid plc | Director | Oct 2006–Oct 2012 | Audit; Environment & Safety; Nominations & Governance; Remuneration committees |
| AMEC Foster Wheeler plc | Director | Oct 2012–Oct 2017 | Chair, Health/Safety/Security/Environment & Ethics; Audit; Nominations & Governance; Compensation committees |
| Wood plc | Director | Oct 2017–Apr 2019 | Audit; Safety/Assurance/Business Ethics committees (post-acquisition of Amec) |
External Roles
| Organization | Role | Since | Committees/Details |
|---|---|---|---|
| Jefferies Financial Group (NYSE: JEF) | Senior Independent Director | 2014 | Chair, Nominating & Corporate Governance; Member, Audit; ESG/DEI |
| Jefferies International Limited | Director; Chair, Remuneration | Mar 2021 | Member, Audit; Risk; Nominations & Corporate Governance |
| Coeur Mining, Inc. (NYSE: CDE) | Director; Chair, Audit | Mar 2013 | Member, EHS & Social Responsibility; Chairs Audit |
| BlackRock Institutional Trust Company, N.A. | Director | Mar 2018 | Member, Audit; Risk |
Board Governance
- Committee assignments: Chair, Compensation; Member, Audit (financial expert) and NGESR. The Audit Committee is fully independent and includes Adamany; the NGESR Committee and Compensation Committee are fully independent.
- Independence: The Board determined Adamany meets NYSE independence, Exchange Act §10A (Audit committee) and Rule 10C-1 (Compensation committee) independence standards.
- Attendance and engagement: In FY2024, the Board held 20 meetings; Audit 5; Compensation 6; NGESR 3. Each director attended at least 75% of applicable meetings. In FY2023, Board 4; Audit 4; Compensation 3; NGESR 2; ≥75% attendance.
- Board leadership: CEO serves as Chairman; Lead Independent Director (Daniel O’Leary) presides over executive sessions and approves agendas.
- Governance practices: Corporate Governance Guidelines cover independence, conflicts, executive sessions, stock ownership, committee structures, and annual self-evaluations.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (Director) | $125,000 | $125,000 |
| RSU grant fair value | $140,578 | $123,014 |
| RSUs granted (annual) | 8,333 units (one-year vest) | 5,504 units (one-year vest) |
| Total director compensation (Adamany) | $265,578 | $248,014 |
| Lead Independent Director premium | N/A (Adamany not lead) | N/A (Adamany not lead) |
| Meeting/committee fees | None disclosed | None disclosed |
Policy notes:
- Standard non-employee director pay: $125,000 cash plus annual RSUs ≈ $125,000; Lead Independent Director receives an additional $25,000 cash.
Performance Compensation
- Director equity is time-based; no performance metrics disclosed for director awards. Minimum one-year vesting required for post-2025 awards (at least 95% of shares authorized), dividends/deferreds paid only upon vesting; no single-trigger vesting on change-in-control (double-trigger applies if termination or awards not assumed). | Plan Feature | 2024 LTIP (pre-amendment) | 2025 Amended LTIP | |---|---|---| | Non-employee director annual cap | $750,000 cap on cash+equity | $750,000 cap maintained | | Minimum vesting | Not explicitly one-year minimum | ≥1-year vesting (95% of shares); director grants satisfy if vest by ~first AGM ≥50 weeks | | CoC vesting | Legacy discretion existed | No single-trigger; double-trigger or if awards not assumed; performance awards vest at ≥target or actual | | Dividends on unvested awards | Allowed under plan | Payable only upon vesting of underlying awards |
Other Directorships & Interlocks
- Jefferies relationship: Adamany, Brian P. Friedman, and Joseph S. Steinberg also serve on Jefferies’ board. Vitesse engaged Jefferies LLC for the Lucero acquisition (fee $2.5 million plus up to $1 million discretionary and expenses); directors may be required to recuse from deliberations on Jefferies arrangements due to potential conflicts.
- Related party review: Audit Committee policy requires review/approval of related party transactions; assesses arm’s-length comparability and materiality.
Expertise & Qualifications
- CPA; audit committee financial expert; deep energy and industrial markets oversight; extensive audit, remuneration, governance committee chair experience across U.S. and U.K. boards; senior independent governance leadership at Jefferies.
- Education: B.S. in Business Administration (Accounting), John Carroll University; Arthur Andersen prize.
Equity Ownership
| Ownership Detail | As of Feb 28, 2024 | As of Mar 10, 2025 |
|---|---|---|
| Beneficially owned common shares | 7,300 (less than 1%) | 21,370 (less than 1%) |
| Unvested director RSUs outstanding | — | 5,504 (granted May 2, 2024) |
| Unvested restricted stock awards (Transitional Plan) | — | 233 |
| Pledged shares | Not disclosed; none flagged | |
| Hedging policy | Directors prohibited from hedging, shorting, options/derivatives on company stock | |
| Ownership guidelines | Corporate Governance Guidelines include stock ownership; numeric multiples not disclosed |
Governance Assessment
- Strengths:
- Independent director with robust audit and compensation governance credentials; designated audit committee financial expert.
- Chairs Compensation Committee; uses independent consultant (Meridian); no conflicts of interest reported; committee independence affirmed.
- Attendance ≥75% across Board/committees; active Board cadence (20 meetings in 2024).
- Director pay structure balanced cash/equity with reasonable caps; LTIP amended in 2025 to strengthen governance: minimum vesting, no single-trigger CoC, dividends only upon vesting, clawback applicability.
- Potential Risks/RED FLAGS:
- Interlocks with Jefferies alongside material Jefferies advisory fees (Lucero acquisition) present perceived conflict risk; recusal mitigations disclosed but remain a monitoring point.
- Ownership guideline numeric thresholds not disclosed; alignment relies on RSU grants and beneficial holdings; consider disclosure enhancements.
- No explicit disclosure on pledging; hedging prohibited.
Overall, Adamany’s credentials and committee roles support board effectiveness (audit rigor, pay oversight), with interlock-related conflicts adequately disclosed and subject to Audit Committee policy governance; continued vigilance on related-party transactions and transparency of ownership guidelines would further bolster investor confidence.