Curtis Hébert Jr.
About Curtis Hébert Jr.
Curtis Hébert Jr., 62, is an independent Class II director at AleAnna, Inc. (ANNA), serving since February 2023. He is the former Commissioner and Chairman of the U.S. Federal Energy Regulatory Commission (FERC) and a former EVP at Entergy; currently a partner at the Brunini Law Firm with deep regulatory and governance expertise. He holds a J.D. from Mississippi College School of Law and a B.A. from the University of Southern Mississippi .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Energy Regulatory Commission (FERC) | Commissioner and Chairman | Nov 1997 – Sep 2001 | Led federal energy market oversight and reliability policy |
| Entergy Corporation | Executive Vice President | Sep 2001 – Jul 2010 | Senior leadership across energy operations and regulatory affairs |
| Lexicon Strategy Group | Chief Executive Officer | Aug 2010 – Jul 2012 | Advisory on energy, finance, regulatory law |
| Brunini Law Firm | Partner | Jul 2012 – Present | Advises global energy corporations on governance, regulatory settlements |
| Bipartisan Policy Center | Visiting Scholar; Co-Chair Energy Reliability & Cybersecurity Task Forces | Not disclosed | Policy development on reliability and cybersecurity |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Verde Clean Fuels, Inc. | Independent Director; Audit Committee Member | Feb 2023 – Present | Audit Committee |
| Bluescape Opportunity Acquisition Corp. (NYSE: BOAC) | Independent Director; Compensation Committee Chair; Audit & Nominating Committee Member | Sep 2020 – Nov 2023 | Compensation (Chair), Audit, Nominating |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair; both committees are fully independent under Nasdaq/SEC rules .
- Independence: Board determined Hébert is independent; ANNA is a “controlled company” but is not using exemptions for Board majority independence or Compensation Committee independence (it does rely on exemption for having no nominating committee) .
- Attendance and engagement: In 2024, the Board met once; Audit and Compensation Committees each met once; every Board member attended at least 75% of aggregate meetings of the Board and their committees .
- Board leadership: Graham van’t Hoff serves as Chairman; no lead independent director disclosed .
Fixed Compensation
| Item | FY 2024 | Policy/Annualized |
|---|---|---|
| Cash fees | $3,452 | $70,000 annualized cash retainer for independent directors |
| Committee chair fee | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Equity (RSUs/DSUs/options) | $0; none granted | Outside directors eligible under 2025 LTIP, subject to plan caps |
Performance Compensation
- No director-specific performance awards disclosed for FY 2024; ANNA had no equity plan in place as of year-end 2024 .
- Under the 2025 Long-Term Incentive Plan (subject to stockholder approval), outside directors are eligible for equity awards (options, RSUs, performance awards). Key parameters:
| Plan Element | Terms |
|---|---|
| Authorized shares | 7,780,483 shares under 2025 Plan |
| Outside director annual cap | $750,000 fair value per year; plus $750,000 one-time for new directors |
| Grant types | ISOs/NSOs, SARs, restricted stock/RSUs, performance awards, dividend equivalents, other awards |
| Repricing prohibition | No option/SAR repricing without stockholder approval |
| Clawback | Incentive comp subject to clawback upon restatement or significant misconduct causing harm |
| Fair market value reference | $11.60 per share (closing price on Apr 24, 2025) |
- Performance metrics: Committee may set goals at company or business unit level; may be measured vs. peers or indices; may adjust for unusual items, M&A, tax/accounting changes; goals calculated per GAAP or Committee methodology .
Other Directorships & Interlocks
| Entity | Connection | Potential Interlock/Conflict Consideration |
|---|---|---|
| Bluescape Opportunity Acquisition Corp. (BOAC) | Hébert was Compensation Committee Chair and director (Sep 2020–Nov 2023) | Bluescape-related entities control ANNA via Nautilus; prior governance roles at a Bluescape-sponsored SPAC create perceived network ties |
| Bluescape Group executives at ANNA | CFO Tristan Yopp and CAO Charles Roscopf have Bluescape roles; Yopp contributed to Verde Clean Fuels de-SPAC | Management ties to Bluescape plus controlled-company status heighten related-party oversight importance |
Expertise & Qualifications
- Regulatory/governance: Former FERC Chair; extensive experience in energy market policy and regulatory processes .
- Corporate leadership: EVP at Entergy; CEO roles in advisory firms; broad sector coverage across E&P, transportation, telecom, and utilities .
- Legal and governance advisory: Brunini partner advising on governance, regulatory filings, and structured settlements .
- Education: J.D. (Mississippi College School of Law); Bachelor’s (University of Southern Mississippi) .
Equity Ownership
| Holder | Beneficial Ownership (Class A) | % of Class A | Beneficial Ownership (Class C) | % of Class C |
|---|---|---|---|---|
| Curtis Hébert Jr. | — | — | — | — |
| Shares outstanding (context) | 40,610,854 Class A | — | 25,994,400 Class C | — |
Notes:
- Section 16(a) compliance: Directors/officers complied with reporting requirements in FY 2024 .
- Insider Trading Policy: Prohibits short sales, derivatives for economic exposure, and pledging company securities .
Governance Assessment
-
Strengths:
- Independent director with deep regulatory and governance expertise; serves as Compensation Committee chair and Audit Committee member, supporting oversight efficacy .
- Board and Compensation Committee composed of a majority of independent directors despite “controlled company” status; clawback, whistleblower, and insider trading/anti-hedging policies in place .
- Attendance threshold achieved in 2024 across Board and committees; baseline committee structure operational post-business combination .
-
Areas to monitor / RED FLAGS:
- Controlled-company status with Nautilus/Bluescape owning ~94.8% voting power; no nominating/governance committee (relying on Nasdaq exemption). Heightens risk of influence over director selection and potential related-party dynamics .
- Prior governance roles linked to Bluescape (BOAC) and current management ties to Bluescape (CFO/CAO) create perceived interlocks; robust Audit Committee related-party review is critical .
- Limited director equity in FY 2024 (cash-only retainer); near-term alignment relies on future grants under 2025 LTIP. Monitor equity grant sizing, vesting, and any performance conditions for outside directors .
-
Policy highlights for investor confidence:
- Clawback policy covering restatements and significant misconduct .
- No option/SAR repricing without stockholder approval under the 2025 Plan .
- Insider trading policy prohibits hedging/pledging, reducing alignment risk concerns .