Stuart D. Porter
About Stuart D. Porter
Independent director candidate for Class I; age 57; joined the Board upon the March 14, 2024 Business Combination closing. Founder and Managing Partner of Denham Capital, serving as CEO/CIO and member of its Investment and Valuation Committees; prior roles include founding partner at Sowood Capital, VP/Portfolio Manager at Harvard Management Company, and commodity trading roles at Goldman Sachs’ J. Aron, Bacon Investments, Cargill, and as a self-employed trader at the Chicago Board of Trade. Education: BA, University of Michigan; MBA, University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denham Capital | Founder, Managing Partner; CEO & CIO | Founded 2004; current | Investment Committee; Valuation Committee |
| Sowood Capital Management LP | Founding partner | Not disclosed | Not disclosed |
| Harvard Management Company, Inc. | Vice President & Portfolio Manager | Not disclosed | Focused on public/private energy & commodities |
| J. Aron (Goldman Sachs) | Worked on Goldman Sachs Commodity Index desk | Not disclosed | Commodities index desk experience |
| Bacon Investments | Professional role (commodities) | Not disclosed | Not disclosed |
| Cargill Incorporated (Financial Markets Division) | Professional role | Not disclosed | Financial markets exposure |
| Chicago Board of Trade | Self-employed trader | Not disclosed | Trading experience |
External Roles
| Organization | Ticker | Role | Start Date | Committees/Notes |
|---|---|---|---|---|
| ChampionX Corporation | CHX | Director | June 3, 2020 | Not disclosed |
| GameSquare Holdings, Inc. | GAME | Director | April 2023 | Not disclosed |
| Denham Capital | Private | CEO/CIO; Investment & Valuation Committees | Founded 2004; current | Significant energy investing leadership |
Board Governance
- Committee assignments: None (not listed on Audit, Compensation, or Nominating & Governance) .
- Independence status: Not listed among directors the Board has determined to be independent (independent directors are Baucus, Dabbar, Agrawal, Derham, and Zaatari) .
- Attendance and engagement: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 7 meetings, Audit 6, Compensation 8, Nominating & Governance 1 .
- Lead Independent Director: J. Kyle Derham, elected in March 2025; role includes presiding over executive sessions and agenda approval .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 37,500 | Pro-rated for 2024 service under the Non‑Employee Director Compensation Program |
| Committee chair/member fees | — | No committee roles |
| Total cash | 37,500 | — |
| Program baseline (policy) | 50,000 | Annual cash retainer per policy |
Performance Compensation
| Equity Component (2024) | Units/Count | Grant Value ($) | Vesting & Terms |
|---|---|---|---|
| RSUs (annual director grant) | 5,400 unvested at 12/31/24 | 55,242 grant-date fair value | Vests fully on earlier of 1 year from grant or day before next annual meeting; accelerated on death/disability and certain change-in-control outcomes |
| Stock options (annual director grant) | 14,220 outstanding at 12/31/24 | 55,243 grant-date fair value | Same vest schedule as RSUs; accelerated on death/disability and certain change-in-control outcomes |
| Performance Metrics Used in Director Equity | Status |
|---|---|
| Financial/TSR/ESG metrics tied to director equity | None disclosed; awards are time-based |
Other Directorships & Interlocks
| Company | Sector | Relationship to AIRJ | Potential Interlock/Conflict |
|---|---|---|---|
| ChampionX (CHX) | Energy services | External public board | None disclosed with AIRJ customers/suppliers |
| GameSquare (GAME) | Media/esports | External public board | None disclosed with AIRJ customers/suppliers |
| Denham Capital | Private equity (energy) | External employment | No related-party transactions with Denham disclosed; see subscription details below |
Expertise & Qualifications
- Deep energy and commodities investing/trading background; >29 years senior investment experience .
- Capital allocation and governance credentials via Denham Capital CEO/CIO; committee participation (Investment, Valuation) .
- Formal business training (MBA, Chicago Booth) and BA (Michigan) .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Stuart D. Porter (direct) | 274,988 | — | Directly held |
| Three Curve Capital LP (controlled by Porter) | 18,755,774 | — | Beneficially owned via controlled entity |
| Options (exercisable within 60 days of April 8, 2025) | 14,220 | — | — |
| RSUs (vesting within 60 days of April 8, 2025) | 5,400 | — | — |
| Total beneficial ownership | 19,050,382 | 33.7% | Shares outstanding: 56,454,161 |
- Shares pledged as collateral: Not disclosed .
- Section 16 compliance: One late Form 4 filed January 6, 2025 .
Related Party & Other Transactions
- Subscription Agreement (January 29, 2024): Mr. Porter acquired Class B common units converting into 294,118 Class A shares at Business Combination close for $2.5 million aggregate purchase price .
- Related party transaction policy: Audit Committee approval required for covered related-party transactions; policy adopted at Business Combination closing .
Governance Assessment
- Alignment: Very high ownership (33.7%) supports “skin-in-the-game” alignment but also concentration of voting power that can influence outcomes and reduce minority investor leverage .
- Independence: Not designated an independent director, limiting eligibility for core oversight committees and raising potential conflict perceptions given external private equity leadership and ownership stake .
- Committee roles: No committee assignments; reduces direct involvement in audit, compensation, and governance oversight relative to peers .
- Attendance: Met at least 75% attendance threshold; Board and committees met frequently in 2024, supporting engagement .
- Filing compliance: Minor RED FLAG — late Section 16 Form 4 (Jan 6, 2025). No additional insider trading issues disclosed .
- Related-party exposure: Direct investment via January 2024 subscription; no Denham Capital or Three Curve Capital transactions with AIRJ operations disclosed beyond equity holdings/subscription. Audit Committee policy in place to review such transactions .
RED FLAGS
- Not listed as independent; combined with significant stake may concentrate influence .
- Late Form 4 filing (procedural compliance) .
Positive Signals
- Significant beneficial ownership indicates strong alignment with shareholder value creation .
- Extensive capital markets and energy sector experience may benefit strategic execution .
Insider Trades & Filing Compliance
| Item | Date | Detail |
|---|---|---|
| Late Section 16 filing | January 6, 2025 | Company notes one late Form 4 by Mr. Porter |
Notes on Director Compensation Program (Structure)
- Annual cash retainer for non-employee directors: $50,000; Chair retainers: Audit $15,000; Compensation $10,000; Nominating & Governance $10,000 .
- Annual equity grant target: $108,000 split 50% RSUs / 50% options; vests fully after ~1 year or before next annual meeting; acceleration on death/disability and certain change-in-control scenarios .
- 2024 actual for Mr. Porter: Cash $37,500; RSUs $55,242; Options $55,243; Total $147,985 .
Overall, Porter's deep investing background and large stake provide alignment and strategic insight, while non-independence, lack of committee roles, and concentrated ownership warrant careful monitoring for board effectiveness and minority shareholder protections .