DEF 14A of New Fortress Energy Inc., Apr 29, 2025

DEF 14A of New Fortress Energy Inc.

Filed Apr 29, 2025 · FY20240001749723-25-000040

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The first proposal is to elect three Class III directors to serve until the 2028 annual meeting of stockholders and until their respective successors are duly elected or appointed and qualified. Our Certificate of Incorporation authorizes the number of directors to be determined from time to time by resolution adopted by a majority of the Board of Directors then in office (subject to those certain exceptions in the Bylaws and the Shareholders’ Agreement, dated as of February 4, 2019, by and among the Company, Wesley R. Edens and Randal A. Nardone, as it may be amended (the “Shareholders’ Agreement”)), as described under “Certain Relationships and Related Persons.” The number of directors on the Board is currently fixed at eight. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms. On April 23, 2025, John J. Mack retired as an independent director of the Company. On April 28, 2025, our Board of Directors appointed Charles M. Sledge as a Class 1 director of the Board of Directors,effective immediately, and he will serve until the Company’s 2026 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. Mr. Sledge will receive the standard annual Board compensation for non-employee directors for 2025 pro-rated for the date that he joined the Board of Directors. In connection with his appointment, the Company entered into its customary indemnification agreement with Mr. Sledge. Our current Board of Directors is classified as follows:

  2. ELECTION OF DIRECTORS

    | Class | Term Expiration | Director | Age | | Class I | 2026 | Charles M. Sledge | 59 | | | | Katherine E. Wanner | 57 | | Class II | 2027 | David J. Grain | 62 | | | | C. William Griffin | 74 | | | | Timothy W. Jay | 65 | | Class III | 2025 | Desmond Iain Catterall | 68 | | | | Wesley R. Edens | 63 | | | | Randal A. Nardone | 69 |

  3. ELECTION OF DIRECTORS

    The Board of Directors has unanimously proposed Desmond Iain Catterall, Wesley R. Edens and Randal A. Nardone as nominees for election as Class III directors. The director nominees currently serve on our Board of Directors. If elected at the Annual Meeting, each of Mr. Catterall, Mr. Edens and Mr. Nardone will hold office until the 2028 annual meeting of stockholders and until their successors are duly elected or appointed and qualified, subject to earlier death, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR Mr. Catterall, Mr. Edens and Mr. Nardone. If any of the nominees become unable to stand for election as a director, an event that our Board of Directors does not presently expect, the proxy will be voted for a replacement nominee if one is designated by our Board of Directors. The Board of Directors recommends that you vote FOR the election of Desmond Iain Catterall, Wesley R. Edens and Randal A. Nardone to serve as our Class III directors until the 2028 annual meeting of the stockholders and until their successors are duly elected or appointed and qualified.

  4. Information Concerning Our Directors, Including the Director Nominees

    Information Concerning Our Directors, Including the Director Nominees Set forth below is certain biographical information for our directors, including the director nominees, as well as the month and year each person was first elected as one of our directors. In evaluating director candidates, our Board of Directors assessed whether a candidate possessed the integrity, judgment, knowledge, experience, skill and expertise that are likely to enhance the Board of Directors’ ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the Board of Directors to fulfill their duties.

  5. Information Concerning Our Directors, Including the Director Nominees

    | Wesley R. Edens Founder, Chief Executive Officer and Chairman since August 2018 | Mr. Edens has been our Chief Executive Officer and the Chairman of our board of directors since August 2018. Mr. Edens was the Co-Chief Executive Officer of Fortress and was a member of the board of directors of Fortress from November 2006 to May 2024. Mr. Edens was a member of the Management Committee of Fortress since co-founding Fortress in May 1998 to May 2024. Mr. Edens has primary investment oversight of Fortress’ private equity and publicly traded alternative businesses. He is also the Chairman of the board of directors of Drive Shack Inc. (an owner and operator of golf-related leisure and entertainment businesses). Additionally, Mr. Edens previously served on the board of Mapeley Limited from May 2005 to May 2023. Prior to co-founding Fortress, Mr. Edens was a partner and managing director of BlackRock Financial Management Inc. (an investment management firm), where he headed BlackRock Asset Investors, a private equity fund. In addition, Mr. Edens was formerly a partner and managing director of Lehman Brothers Holdings Inc. Mr. Edens’ extensive credit, private equity finance and management expertise, extensive experience as an officer and director of public companies and his deep familiarity with our Company led the Board to conclude that Mr. Edens should serve as a director. | | Desmond Iain Catterall Director since January 2019 | Iain Catterall became a member of our Board of Directors in January 2019. Mr. Catterall currently serves as a principal and Chief Executive Officer of Kirkham Capital, an investment business focused on seeding fund managers, a position he has held since founding the firm in January 2009. Prior to that, Mr. Catterall served as the head of equities at Rand Merchant Bank from January 2003 to December 2008 and was also a member of Rand Merchant Bank’s management board and investment committee. He was also a founding member of Thynk Capital, a private equity company, and, prior to that, a founding director of Cadiz Holdings Limited, a Johannesburg Stock Exchange listed financial services company. | | | Mr. Catterall holds a Bachelor of Commerce degree from the University of Natal (Durban). We believe that Mr. Catterall’s extensive experience in emerging markets, capital markets and financial services brings valuable expertise to our Board of Directors. |

  6. Information Concerning Our Directors, Including the Director Nominees

    | David J. Grain Director since January 2019 | David Grain became a member of our Board of Directors in January 2019. Mr. Grain currently serves as the Chief Executive Officer of Grain Management, LLC, a private equity firm focused on investments in the media and communications sectors, which he founded in 2007. Prior to founding Grain Management, LLC, from January 2003 to December 2005, Mr. Grain served as the President of Global Signal, Inc. (formerly NYSE: GSL), the largest communication tower owner/operator at the time and an affiliate of Fortress. Prior to joining Global Signal, Inc., from 2000 to 2003, he served as Senior Vice President at AT&T Broadband in New England, a provider of digital video, high speed Internet and digital phone services to more than two million customers in the region. Prior to leading AT&T Broadband’s New England operations, Mr. Grain spent more than a decade in the financial services industry, most recently at Morgan Stanley & Co. LLC, a financial services company, in New York from 1992 to 2000 where he focused primarily on telecommunications, media and technology companies. Mr. Grain serves on the board of directors of The Southern Company (NYSE: SO), a gas and electric utility company, and of Dell Technologies (NYSE: DELL), a multinational technology company, trustee of the Brookings Institution, a member of the advisory council of the National Museum of African American History and Culture, and a member of the board of the Martha’s Vineyard Museum. He is also a Lifetime Member of the Council on Foreign Relations. Mr. Grain earned a Bachelor of Arts degree in English from the College of the Holy Cross and a Master of Business Administration degree from the Amos Tuck School at Dartmouth College. We believe that Mr. Grain’s experience with publicly traded companies as an executive and as a member of the board of directors brings valuable skills and leadership to our Board of Directors. | | C. William Griffin Director since January 2019 | Bill Griffin became a member of our Board of Directors in January 2019. Mr. Griffin has more than 45 years of experience in financial services. Mr. Griffin currently serves as Executive Chairman of ServiceMac, a privately held financial services company specializing in mortgage sub-servicing. He previously served as Executive Vice President, Enterprise Strategy of ServiceLink, LLC, helping deliver end-to-end solutions to large financial institutions from January 2017 until mid-2019. Prior to that, Mr. Griffin served in various capacities within Fidelity National Financial, Inc. (“Fidelity”) and its affiliates, including as Executive Vice President of Black Knight Financial Services from January 2014 to December 2016 and Executive Vice President of Sales and Marketing for Lender Processing Services from November 2011 to December 2013. | | | He also served as President and Chief Executive Officer from 2002 to 2003 when Lender Processing Services was acquired by Fidelity. Mr. Griffin holds a Bachelor of Business Administration degree from The University of Georgia. We believe that Mr. Griffin’s leadership and extensive financial experience bring significant value to our Board of Directors. |

  7. Information Concerning Our Directors, Including the Director Nominees

    | Timothy W. Jay Director since March 2023 | Timothy W. Jay became a member of our Board of Directors in March 2023. Mr. Jay has worked as Head of Government Bond Sales and Rates Trader at CRT Capital Group LLC, a financial services firm, from 2009 until his retirement in 2016. From 2005 to 2006, he served as Co-Managing Partner at Rockridge Advisors LLC, a multi-strategy hedge fund. Prior to 2005, he worked for Lehman Brothers as a Government Bond Trader, Head of Global Government Bond Business and a Liquid Markets Head Trader. During the same time, from 1996 to 2006, he served as both Chairman and Vice Chairman of the Treasury Borrowing Advisory Committee, which regularly advised the U.S. Treasury and the Federal Reserve Board on policy. He also served as a director of Intrawest Holdings from 2013 to 2017. We believe that Mr. Jay's significant knowledge of real estate and operational and financial development brings significant value to our Board of Directors. | | Charles M. Sledge Director since April 2025 | Charles M. Sledge became a member of our Board of Directors in April 2025. Mr. Sledge currently serves as the Non-Executive Chairman of the board of directors of Noble Holding Corporation plc a position he has held since February 2021. Mr. Sledge has also served as a member of the board of directors of Talos Energy Inc. since May 2018 and currently chairs the Audit Committee of Talos Energy Inc. Additionally, he currently serves on the board of Weatherford International plc, where he serves as chairman since June 2018. Mr. Sledge previously served on the board of directors of Vine Energy, Inc. (which was acquired by Chesapeake Energy Corporation). Mr. Sledge previously served as the Chief Financial Officer of Cameron International Corporation, an oilfield services company, from 2008 until its sale to Schlumberger Limited in 2016. Prior to that, he served as the Corporate Controller of Cameron International Corporation from 2001 until 2008. Mr. Sledge received his Bachelor of Science in Accounting at Louisiana State University and is a graduate of the Advanced Management Program at Harvard University. We believe that Mr. Sledge's significant knowledge of the energy space and extensive financial experience will bring significant value to our Board of Directors. | | Randal A. Nardone Director since August 2018 | Randal Nardone has been a member of our Board of Directors since August 2018. A co-founder of Fortress in May 1998, he was also a member of its management committee from May 1998 to May 2024, as well as a member of its board of directors from November 2006 to May 2024.. Mr. Nardone served as Fortress’s Chief Executive Officer from July 2013 through December 2017, after serving as its Interim Chief Executive Officer from December 2011 to July 2013. Mr. Nardone served on the board of directors of Eurocastle Investment Limited from August 2006 to August 2022. Prior to founding Fortress in 1998, Mr. Nardone was a principal of BlackRock Financial Management, Inc. Prior to joining BlackRock Financial Management, Inc., Mr. Nardone was a partner and a member of the executive committee at the law firm of Thacher Proffitt & Wood. Mr. Nardone received a Bachelor of Arts from the University of Connecticut and received a Juris Doctor from Boston University School of Law. We believe that Mr. Nardone’s leadership, management experience and experience with corporate and securities law bring valuable experience to our Board of Directors. |

  8. Information Concerning Our Directors, Including the Director Nominees

    | Katherine E. Wanner Director since January 2019 | Katherine Wanner became a member of our Board of Directors in January 2019. From 1993 to 1997, Ms. Wanner served in various roles within the finance, communications and business development groups at Brinson Partners Inc. and UBS Global Asset Management, where she was responsible for the revenue cycle, statistical analysis and market research, and later joined the private equity group in 1998. In 2001, Ms. Wanner was a founding Partner at Adams Street Partners, LLC, a global private equity firm with over $53 billion in assets under its management and offices in 12 locations around the world, and the successor firm to Brinson Partners Inc. and UBS Global Asset Management. From 2007 until her retirement in 2015, Ms. Wanner managed Adams Street Partners’ US Primary investment team and served on the firm’s Global Primary Investment Committee, which was responsible for sourcing, analyzing and monitoring investments in private equity partnerships, implementing strategy and approving all primary fund investments. Post Ms. Wanner’s retirement from Adams Street Partners in 2015, Ms. Wanner has served as an Operating Partner at Abundant Venture Partners from 2016 to April 2018. Since April 2018 and through December 2019, Ms. Wanner served as an Advisor at Abundant Venture Partners. Ms. Wanner is currently a Senior Advisor and was a founding partner in 2020 at Fairway Capital Management, an institutional venture capital investment manager. Since 1998, Ms. Wanner has served on many private equity and venture capital advisory boards and completed many primary investments across several sectors, and was responsible for managing relationships with several of the firm’s United States based venture, energy focused and special situation managers. Additionally, from 1989 to 1993, Ms. Wanner gained experience in statistical modeling, reporting, tracking and analysis as a Senior Financial Analyst at Frontier Risk Management, Range Wise, Inc. and Morgan Stanley & Co. LLC. Ms. Wanner received a Bachelor of Science in Finance from Binghamton University and a Master of Business Administration from the Kellogg School of Management at Northwestern University. We believe Ms. Wanner’s extensive financial experience in business investments and asset management brings significant value to our Board of Directors. |

  9. Hedging and Pledging Policy

    Hedging and Pledging Policy Subject to certain exceptions (as described below), our insider trading policy expressly prohibits transactions involving hedging, margining or pledging of shares of our Common Stock and other equity securities and derivatives by officers, directors and employees of the Company (“Insiders”), as well as any such Insider’s spouse, minor children, adult family members sharing the same household on a continuous basis, financial dependents, and any other person or entity over whom the Insider exercises substantial influence or control over his, her or its securities trading decisions, and any other trust or other estate in which an Insider has a substantial beneficial interest or as to which he or she serves as trustee or in a similar capacity. Our policy provides limited exceptions in the event of prior approval by the Company's insider trading compliance officer, securities that are margined and are sold by a broker without the customer's consent if the customer fails to meet a margin call, transactions made pursuant to a written trading plan designed and entered into in accordance with Rule 10b5-1 of the Exchange Act, exercises of share options where no shares of the Company are sold in the market to fund the option exercise price or related taxes, the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements, vesting of restricted shares or the exercise of a tax withholding right in connection with restricted shares or other equity awards pursuant to which such person has elected to have the Company withhold shares to satisfy tax withholding requirements upon the vesting of any restricted shares or other award, and purchases of Company shares in any present or future 401(k) plan resulting from a person’s periodic contributions to the plan pursuant to that person’s payroll deduction election.

  10. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The following table provides information regarding the compensation earned by our named executive officers in respect of the applicable fiscal years set forth below.

  11. Summary Compensation Table for 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | Wesley R. Edens — Chief Executive Officer(1) | 2024 | — | — | — | — | — | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Christopher S. Guinta — Chief Financial Officer | 2024 | 350,000 | 6,000,000 | 5,300,718 | — | 11,650,718 | | | 2023 | 350,000 | 1,650,000 | — | — | 2,000,000 | | | 2022 | 350,000 | 1,650,000 | 3,075,008 | — | 5,075,008 | | Yunyoung Shin — Chief Accounting Officer | 2024 | 250,000 | 1,500,000 | 3,636,299 | — | 5,386,299 | | | 2023 | 250,000 | 850,000 | — | — | 1,100,000 | | | 2022 | 250,000 | 850,000 | 2,050,021 | — | 3,150,021 | | Andrew Dete — President | 2024 | 250,000 | 3,500,000 | 42,503,501 | — | 46,253,501 |

  12. Summary Compensation Table for 2024

    | (1) As described more fully above, this table does not include information regarding compensation paid to Mr. Edens because Mr. Edens does not receive any compensation from any party for services rendered to us. |

  13. Summary Compensation Table for 2024

    | (2) The amounts in this column represent the cash discretionary annual bonuses for the respective periods awarded pursuant to our discretionary annual cash bonus program. For additional information regarding potential bonuses, see “Elements of our Executive Compensation Program—Annual Cash Bonuses” above. |

  14. Summary Compensation Table for 2024

    | (3) The amounts in this column reflect the aggregate grant date value of awards made during the applicable calendar year computed in accordance with FASB ASC Topic 718. For a summary of the assumptions made in the valuation of the time-vesting RSUs and other equity awards granted in 2024, please see Note 26 of our audited consolidated financial statements in the 2024 Form 10-K. Based on the closing price of $4.96 for our Series A Common Stock on April 21, 2025 (the date the Series A Common Stock underlying the RSUs that vested on January 2, 2025 was delivered to Ms. Shin and Mr. Dete), the market value of the RSUs that they were granted on March 11, 2024 was $552,236 and $2,358,885, respectively. Mr. Dete forfeited 205,883 RSUs upon his cessation of employment on January 2, 2025. Mr. Guinta has not yet received the delivery of Series A Common Stock underlying the RSUs that vested on January 2, 2025, but the market value of the RSUs he was granted on March 11, 2024 would have been $805,008 on April 21, 2025. On May 22, 2024, Mr. Dete was granted a time-vesting equity award that will settle in shares of a subsidiary owning the Company's Brazilian operations (“Brazilco”). 25% of the equity award vested on March 31, 2025, 25% of the equity award will vest on March 31, 2026, and 50% of the equity award will vest on March 31, 2027. As this equity award will not be settled in NFE shares, the number of shares of Brazilco underlying the equity award is not comparable to other awards granted to our named executive officers in 2024 and reflects approximately 1.67% of the equity ownership of Brazilco. There is no trading market for the shares of Brazilco and the amounts reflected in the table above for the equity award include assumptions related to Brazilco eventually becoming a publicly traded entity. There is no assurance that Brazilco will ever be a public company or that a trading market for the shares of Brazilco will ever develop. If such a trading market for the shares does not develop, the shares may be worth significantly less than the value reflected in the table above. The value reflected in the table above also does not include an estimate of the forfeitures should Mr. Dete’s fail to satisfy the remaining vesting requirements which would result in the forfeiture of 75% of his equity award. |

  15. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024

  16. Grants of Plan-Based Awards for 2024

    | Name | Grant date | Number of shares underlying the award (1) (#) | Grant date fair value of stock awards (2) ($) | | Wesley R. Edens | — | — | — | | Christopher S. Guinta | 3/11/2024 | 162,300 | 5,300,718 | | Yunyoung Shin | 3/11/2024 | 111,338 | 3,636,299 | | Andrew Dete | 3/11/2024 | 475,581 | 15,532,475 | | | 5/22/2024 | * (3) | 26,971,026 |

  17. Grants of Plan-Based Awards for 2024

    | (1) On March 11, 2024, Mr. Guinta was awarded 162,300 RSUs, of which 118,182 RSUs vested on January 2, 2025 and 44,118 RSUs will vest on January 2, 2026. Ms. Shin was awarded 111,338 RSUs, of which 80,455 RSUs vested on January 2, 2025 and 30,883 RSUs will vest on January 2, 2026. Mr. Dete was awarded 475,581 RSUs, of which 269,698 RSUs vested on January 2, 2025; Mr. Dete forfeited 205,883 RSUs upon his cessation of employment on January 2, 2025. Based on the closing price of $4.96 for our Series A Common Stock on April 21, 2025 (the date the Series A Common Stock underlying the RSUs that vested on January 2, 2025 was delivered to Ms. Shin and Mr. Dete), the market value of the RSUs that they were granted on March 11, 2024 was $552,236 and $2,358,885, respectively. The market value of the RSUs Mr. Guinta was granted on March 11, 2024 would have been $805,008 on April 21, 2025. | | (2) The amounts in this column reflect the aggregate grant date value of the awards made during the applicable calendar year computed in accordance with FASB ASC Topic 718. For a summary of the assumptions made in the valuation of the time-vesting RSUs and other equity awards granted in 2024, please see Note 26 of our audited consolidated financial statements in the 2024 Form 10-K. | | (3) On May 22, 2024, Mr. Dete was granted a time-vesting equity award that will settle in shares of a subsidiary owning the Company's Brazilian operations. 25% of the equity award vested on March 31, 2025, 25% of the equity award will vest on March 31, 2026, and 50% of the equity award will vest on March 31, 2027. As this equity award will not be settled in NFE shares, the number of shares of Brazilco underlying the equity award is not comparable to other awards granted to our named executive officers in 2024 and reflects approximately 1.67% of the equity ownership of Brazilco. There is no trading market for the shares of Brazilco and the amounts reflected in the table above for the equity award include assumptions related to BrazilCo eventually becoming a publicly traded entity. There is no assurance that Brazilco will ever be a public company or that a trading market for the shares of Brazilco will ever develop. If such a trading market for the shares does not develop, the shares may be worth significantly less than the value reflected in the table above. The value reflected in the table above also does not include an estimate of the forfeitures should Mr. Dete’s fail to satisfy the remaining vesting requirements which would result in the forfeiture of 75% of his equity award. |

  18. Outstanding Equity Awards at Fiscal Year-End for 2024

    Outstanding Equity Awards at Fiscal Year-End for 2024

  19. Outstanding Equity Awards at Fiscal Year-End for 2024

    | Name | Number of units that have not vested (#) | Market value of units that have not vested (1) ($) | | Wesley R. Edens | — | — | | Christopher S. Guinta | 162,300 | 2,453,976 | | Yunyoung Shin | 111,338 | 1,683,431 | | Andrew Dete | 475,581 | 7,190,785 | | | * (2) | 26,971,026 |

  20. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (1) The market value of the RSUs shown in this column represents the per share closing price of our Class A shares as of December 31, 2024, which was $15.12, multiplied by the number of unvested RSUs outstanding. Based on the closing price of $4.96 for our Series A Common Stock on April 21, 2025 (the date the Series A Common Stock underlying the RSUs that vested on January 2, 2025 was delivered to Ms. Shin and Mr. Dete), the market value of the RSUs that they were granted on March 11, 2024 was $552,236 and $2,358,885, respectively. Mr. Dete forfeited 205,883 RSUs upon his cessation of employment on January 2, 2025. Mr. Guinta has not yet received the delivery of Series A Common Stock underlying the RSUs that vested on January 2, 2025, but the market value of the RSUs he was granted on March 11, 2024 would have been $805,008 on April 21, 2025. | | (2) Mr. Dete was granted a time-vesting equity award that will settle in shares of a subsidiary owning the Company's Brazilian operations (“Brazilco”). As this equity award will not be settled in NFE shares, the number of shares of Brazilco underlying the equity award is not comparable to other awards granted to our named executive officers in 2024 and reflects approximately 1.67% of the equity ownership of Brazilco. There is no trading market for the shares of Brazilco and the amounts reflected in the table above for the equity award include assumptions related to BrazilCo eventually becoming a publicly traded entity. There is no assurance that Brazilco will ever be a public company or that a trading market for the shares of Brazilco will ever develop. If such a trading market for the shares does not develop, the shares may be worth significantly less than the value reflected in the table above. The value reflected in the table above also does not include an estimate of the forfeitures should Mr. Dete’s fail to satisfy the remaining vesting requirements which would result in the forfeiture of 75% of his equity award. Shares of BrazilCo are not publicly traded and do not have a readily available market value, and as such, the grant date fair value of these equity awards, which were entirely unvested as of December 31, 2024, has been shown. We believe that this value continues to represent a reasonable estimate of the market value of such equity awards as of December 31, 2024. |

  21. Option Exercises and Stock Vested for 2024

    Option Exercises and Stock Vested for 2024 We had no stock options that were exercised during 2024 or RSUs or other equity awards that vested in 2024.

  22. Pension Benefits for 2024

    Pension Benefits for 2024 We do not maintain any defined benefit pension plans in which any of our named executive officers participate.

  23. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024 We do not maintain any nonqualified deferred compensation plans in which any of our named executive officers participate.

  24. Potential Payments Upon Change-in-Control or Termination

    Potential Payments Upon Change-in-Control or Termination We do not have any employment agreements, offer letters, severance plans or change in control plans that provide for any cash payment to any of our named executive officers in connection with a termination of employment or a change in control of the Company. Under the terms of the Incentive Plan, unless otherwise determined by our Board of Directors or our Compensation Committee prior to a change in control or evidenced in an award agreement, outstanding and unvested RSUs will fully vest upon a termination of employment by the Company without cause or by the participant for “good reason” (to the extent a “good reason” concept is provided in a participant’s applicable award agreement or individual employment or severance agreement) within 12 months following a change in control, with any performance conditions deemed to be fully achieved. Mr. Guinta’s, Ms. Shin’s and Mr. Dete's RSU award agreements and offer letters do not provide for a “good reason” concept. Assuming that a change in control had occurred on December 31, 2024 and that Mr. Guinta’s and Ms. Shin’s employment had been terminated by the Company without cause on such date, Mr. Guinta would have received accelerated vesting of RSUs with a fair market value on December 31, 2024 equal to $2,453,976, and Ms. Shin would have received accelerated vesting of RSUs with a fair market value on December 31, 2024 equal to $1,683,431. Effective January 2, 2025, Mr. Dete transitioned to an external role acting on the Company’s Brazilian operations under a consulting agreement with the Company and no longer serves as President of the Company. Upon his transition to the external role, Mr. Dete forfeited 205,883 unvested RSUs with a fair market value on December 31, 2024 of $3,112,951.Mr. Dete’s other equity awards relating to shares of a subsidiary owning the Company's Brazilian operations remain outstanding in accordance with their terms and are eligible to vest based on his continued service in such external role under his consulting agreement with the Company.

  25. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by SEC rules, we are providing the information below to explain the relationship between the annual total compensation of Mr. Edens, who served as our Chief Executive Officer and the Chairman of our Board of Directors in 2024, and the annual total compensation of our median employee, excluding our CEO. As Mr. Edens has elected to serve as our CEO without compensation, the ratio of the annual total compensation of our CEO’s to the median annual total compensation of all employees is zero. The 2024 annual total compensation of our median employee (other than our CEO), calculated in accordance with Item 402(c) of Regulation S-K, was $68,520. This reflects an analysis of our workforce of 1,404 employees as of December 31, 2024, including part-time employees. We did not include independent contractors in our determination. To identify our median employee, we reviewed the W-2 Box 1 for US employees and pay stub data for any non-US employee compensation for all of our employees, which measure was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying our median employee for 2024. Once we identified our median employee for 2024 using the methodology described above, we determined the median employee’s annual total compensation for 2024 in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the 2024 annual total compensation of our named executive officers as reported in the Summary Compensation Table for 2024 in this Proxy Statement.

  26. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the past five years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been reported in our Summary Compensation Table for each year presented, as the SEC’s valuation methods for this section differ from those required in our Summary Compensation Tables. As described more fully above, this table does not include information regarding compensation paid to Mr. Edens because Mr. Edens does not receive any compensation from any party for services rendered to us.

  27. Pay Versus Performance

    | | Pay Versus Performance Table | | | | | | | | | | | | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3) | Value of initial fixed $100 investment based on: | | | | Net Income (Loss) (In thousands) | Adjusted EBITDA (In thousands)(5) | | Year | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (ICLN)(4) | Peer Group Total Shareholder Return (VDE)(4) | Peer Group Total Shareholder Return (XLE)(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (g) | (g) | (h) | (i) | | 2024 | $— | $— | $21,096,840 | $16,716,406 | $109.61 | $102.55 | $181.80 | $178.09 | $(242,387) | $949,999 | | 2023 | — | — | 1,550,000 | 1,550,000 | 271.41 | 139.04 | 171.92 | 175.51 | 548,876 | 1,282,430 | | 2022 | — | — | 4,087,514 | 3,402,381 | 278.22 | 173.41 | 170.29 | 169.86 | 184,786 | 1,071,309 | | 2021 | — | — | 2,260,943 | 3,502,760 | 156.82 | 183.33 | 104.56 | 103.47 | 92,711 | 604,560 | | 2020 | — | — | 1,736,742 | 3,801,911 | 344.01 | 241.80 | 66.94 | 67.49 | (263,965) | 33,322 |

  28. Pay Versus Performance

    | (1) For all five years shown in the table, our principal executive officer (“PEO”) was Mr. Edens, and our non-PEO named executive officers were Mr. Guinta and Ms. Shin, except that Mr. Dete is included as a non-PEO named executive officer for 2024. | | (2) The amounts in the following table represent each of the average amounts deducted and added to the equity award values for our non-PEO named executive officers for 2024 for purposes of computing the average “compensation actually paid” for our non-PEO named executive officers for 2024: |

  29. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Minus Average Grant Date Fair Value of Equity Awards Granted During Applicable Year | Plus Average Year-End Fair Value of Equity Awards Granted During Applicable Year | Plus Average Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End | Plus Average Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year | Equals Average Compensation Actually Paid to Non-PEO Named Executive Officer | | 2024 | $21,096,840 | $(17,146,840) | $12,766,406 | $— | $— | $16,716,406 |

  30. Pay Versus Performance

    | (3) RSU grant date fair values are calculated using stock price as of the grant date, as adjusted for a post-vesting holding period. Adjustments have been made using the stock price as of year-end and as of each vesting date. On May 22, 2024, Mr. Dete was granted a time-vesting equity award that will settle in shares of a subsidiary owning the Company's Brazilian operations (“Brazilco”). As this equity award will not be settled in NFE shares, the number of shares of Brazilco underlying the equity award is not comparable to other awards granted to our named executive officers in 2024 and reflects approximately 1.67% of the equity ownership of Brazilco. There is no trading market for the shares of Brazilco and the amounts reflected in the table above for the equity award include assumptions related to BrazilCo eventually becoming a publicly traded entity. There is no assurance that Brazilco will ever be a public company or that a trading market for the shares of Brazilco will ever develop. If such a trading market for the shares does not develop, the shares may be worth significantly less than the value reflected in the table above. The value reflected in the table above also does not include an estimate of the forfeitures should Mr. Dete’s fail to satisfy the remaining vesting requirements which would result in the forfeiture of 75% of his equity award.Mr. Dete was granted an award that will settle in shares of a subsidiary owning the Company's Brazilian operations. Management has determined that the fair value of the award at December 31, 2024 approximates the grant date fair value of this award. | | (4) The iShare Global Clean Energy ETF Index ("ICLN"), Vanguard Energy ETF ("VDE") and Energy Select Sector (SPDR) Fund ("XLE"), as reported in the Company's Annual Report in Form 10-K filed with the SEC on March 10, 2025, were used to calculate the Company's peer group total shareholder returns. | | (5) We calculate Adjusted EBITDA for the applicable year as net income, plus transaction and integration costs, contract termination charges and loss on mitigation sales, depreciation and amortization, asset impairment expense, loss on asset sales, interest expense, net, other (income) expense, net, loss on extinguishment of debt, changes in fair value of non-hedge derivative instruments and contingent consideration, tax expense, and adjusting for certain items from our SG&A not otherwise indicative of ongoing operating performance, including non-cash share-based compensation and severance expense, non-capitalizable development expenses, cost to pursue new business opportunities, expenses associated with changes to our corporate structure and certain non-capitalizable contract acquisition costs, plus our pro rata share of Adjusted EBITDA from unconsolidated entities, less the impact of equity in earnings (losses) of unconsolidated entities and gains from sales of assets. Adjusted EBITDA is mathematically equivalent to our Total Segment Operating Margin, as reported in the segment disclosures within our financial statements, minus Core SG&A, including our pro rata share of such expenses of unconsolidated entities, minus deferred earnings for which a prepayment was received. Core SG&A is defined as total SG&A adjusted for non-cash share-based compensation and severance expenses, non-capitalizable development expenses, cost of exploring new business opportunities and expenses associated with changes to our corporate structure. Core SG&A excludes certain items from our SG&A not otherwise indicative of ongoing operating performance. |

  31. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We do not compensate our directors who are also our employees or who are otherwise affiliated with us for their service on our Board. The compensation program for our non-employee directors is designed to achieve three goals: (1) fairly compensate directors for their service to the Company given its size and the complexity of its operations and structure; (2) align the directors’ interests with the long-term interests of our stockholders; and (3) incentivize the directors to continue to serve as board members. In 2024, non-employee directors received an annual cash retainer equal to $100,000, payable quarterly. Additionally, the chair of the Audit Committee of the Board received an additional $10,000 annual cash retainer, payable quarterly. Mr. Nardone is not compensated by the Company for his service as a director.

  32. Director Compensation Table for 2024

    Director Compensation Table for 2024 The following table provides additional information on the compensation we paid to our non-employee directors in 2024.

  33. Director Compensation Table for 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Randal A. Nardone | — | — | — | — | | Desmond Iain Catterall | 100,000 | — | — | 100,000 | | David J. Grain | 100,000 | — | — | 100,000 | | C. William Griffin | 100,000 | — | — | 100,000 | | John J. Mack | 100,000 | — | — | 100,000 | | Katherine E. Wanner | 110,000 | — | — | 110,000 | | Timothy W. Jay | 100,000 | — | — | 100,000 |

  34. Director Compensation Table for 2024

    | (1) As of December 31, 2024, none of our non-employee directors held any unvested equity-based awards. |

  35. EQUITY COMPENSATION PLAN INFORMATION

    | (1) Represents shares subject to outstanding equity awards under the Incentive Plan for which shares had not yet been delivered as of December 31, 2024. |