Susan D. Austin
About Susan D. Austin
Susan D. Austin, age 57, has served on XIFR’s Board since its establishment in August 2017. She is currently Chief Financial Officer (since September 2019) and, additionally, Chief Operating Officer (since July 2023) of Grace Church School in New York City; prior roles include senior managing director at Brock Capital and vice chairman/CFO roles at Sheridan Broadcasting Corporation following a decade in investment banking focused on telecom and media finance. She holds a B.A. in Mathematics from Harvard College and an MBA from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grace Church School | Chief Financial Officer; Chief Operating Officer | CFO: Sep 2019–present; COO: Jul 2023–present | Financial/operational leadership in independent school setting |
| Brock Capital LLC | Senior Managing Director | Oct 2014–(prior to Grace Church School) | Strategic and corporate advisory services |
| Sheridan Broadcasting Corporation (SBC) | Vice Chairman; SVP & CFO; President, Sheridan Gospel Network; VP Strategic Planning & Treasurer | 2002–Jul 2017 | Treasury, finance, strategic planning; radio operations leadership |
| Investment Banking (Telecom/Media) | Various roles | ~10 years (prior to SBC) | Capital markets expertise |
| XPLR GP (general partner) | Director | Feb 2015–Aug 2017 | Governance of general partner prior to XIFR board establishment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Insurance mutual funds | Independent trustee/director | Since 2011 | Fund governance and oversight |
Board Governance
- Independence: The Board determined Susan D. Austin is independent under NYSE and Exchange Act standards, including audit committee independence standards .
- Committee assignments: Audit Committee member (Byrne, Chair; Kind; Austin) and Conflicts Committee member (Kind, Chair; Byrne; Austin). All three members are independent, financially literate, and qualify as “audit committee financial experts” per SEC regulations .
- Attendance: The Board met seven times in 2024; all current directors attended 100% of Board and their committee meetings in 2024. Audit Committee met five times in 2024 .
- Executive sessions: Regular executive sessions of independent directors are held and chaired by the Audit Committee chair; the Board has no lead director .
- Years of service on this board: Since August 2017 .
- Voting structure context: NextEra subsidiaries hold ~52.5% of outstanding voting power; a 5% voting limitation and 9.99% cutback apply to director elections to limit concentration in voting outcomes .
Fixed Compensation
| Component | 2024 Amount | 2025 Framework |
|---|---|---|
| Annual cash retainer | $90,000 | $90,000 |
| Committee chair cash retainer | $15,000 (for chairpersons; Austin is not a chair) | $15,000 (for chairpersons; Austin not indicated as chair) |
| Meeting fees | None disclosed | None disclosed |
| Expense reimbursement | Travel expenses reimbursed | Travel expenses reimbursed |
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting/Transfer Terms |
|---|---|---|---|---|
| Annual director unit grant | Feb 20, 2024 | 5,290 units | $150,077 (5,290 × $28.37) | Distributions, if any, paid in cash; standard director grant under 2014 LTIP |
| Annual director unit grant | Feb 18, 2025 | 17,630 units | Not stated (units count disclosed) | Generally not transferable until cessation of Board service; granted under 2024 LTIP |
- No performance-based (metrics-linked) director compensation is disclosed; director equity awards are annual retainers rather than PSU/TSR-based grants .
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Prudential Insurance mutual funds | Independent trustee/director | No related-party transactions with Prudential disclosed by XIFR |
| XPLR Infrastructure Partners GP, Inc. (general partner) | Former director (Feb 2015–Aug 2017) | Historical governance role at GP; current committee independence affirmed under NYSE/Exchange Act standards |
Expertise & Qualifications
- Strategic planning, treasury operations, finance, and capital markets transactions through senior roles in broadcasting and investment banking .
- Audit committee financial expert qualification; NYSE financial literacy determination for all Audit Committee members .
- Education: BA Mathematics (Harvard), MBA (Stanford GSB) .
Equity Ownership
| Holder | Units Owned (Direct) | Units Acquirable Within 60 Days | Total Beneficially Owned | % of Outstanding | Pledged |
|---|---|---|---|---|---|
| Susan D. Austin | 46,580 | 0 | 46,580 | Each individual <1%; group <1% | No units pledged |
- Director ownership policy: Independent directors must own XIFR common units equal to at least five times the annual cash retainer within three years of Board service commencement; all independent directors currently do not meet the guideline and received a temporary waiver. Directors are not permitted to transfer granted units until restoring compliance .
- Securities Trading Policy: Hedging transactions in Company securities are prohibited for insiders (alignment safeguard) .
Governance Assessment
- Board effectiveness and independence: Austin is an independent director with audit financial expert status and 100% attendance, serving on Audit and Conflicts Committees—key oversight bodies in a structure with significant related-party dealings. This supports board rigor and engagement .
- Related-party exposure: XIFR has extensive agreements with NextEra affiliates (MSA, O&M, ASAs, EMAs, credit support, construction/repowering), including fees and capitalized costs; Conflicts Committee (including Austin) must determine resolutions are in the best interests of unitholders, with strict independence criteria for members .
- Control and voting mechanics: NextEra-affiliated entities hold ~52.5% of voting power; voting limitations (5% cap in director elections and 9.99% cutback) are applied to mitigate concentrated influence in elections, a structural consideration for investor confidence .
- Compensation alignment: Director pay mixes cash with equity; 2025 equity retainer (17,630 units) represents a sizable increase versus 2024 awards, enhancing alignment but with restricted transferability until service ends. No performance-linked director pay is disclosed .
- Ownership guideline shortfall (RED FLAG): All independent directors currently do not meet the 5× retainer ownership guideline and are operating under a temporary waiver; inability to transfer granted units until compliance is restored underscores alignment intent but indicates current shortfall .
- Hedging ban: Prohibition of hedging by insiders is positive for alignment .
Key implications: Austin’s independent status, committee roles, and attendance underpin governance quality. However, pervasive related-party transactions with NextEra and current non-compliance with director ownership guidelines are notable risk indicators investors should monitor for board alignment and conflict resolution efficacy .