Duncan Palmer
About Duncan Palmer
Duncan Palmer, 59, has served as an independent director of AleAnna, Inc. (ANNA) since February 2023. He is the former CFO of Cushman & Wakefield (2014–2021), RELX (2012–2014), and Owens Corning (2007–2012), with earlier senior finance leadership at Royal Dutch Shell. He holds an MBA from Stanford, a Master’s from St. John’s College, Cambridge, and is a Fellow of the Chartered Institute of Management Accountants (UK) . He is up for re-election as a Class I director at the June 12, 2025 Annual Meeting, to serve until the 2028 Annual Meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cushman & Wakefield | Chief Financial Officer | Nov 2014 – Feb 2021 | Led IPO; oversaw treasury, IR, tax, internal audit; M&A integration, debt offerings, share repurchases |
| RELX | Chief Financial Officer | 2012 – 2014 | CFO; global information analytics finance leadership |
| Owens Corning | Chief Financial Officer | 2007 – 2012 | CFO; multi-billion capital allocation programs |
| Royal Dutch Shell | Senior Finance Executive | Prior to 2007 | International finance leadership; business development |
External Roles
| Company | Role | Tenure | Key Board Responsibilities |
|---|---|---|---|
| Oshkosh Corporation | Independent Director; Audit Committee Chair | Director since 2011; Chair since 2019 | Audit committee leadership |
| Verde Clean Fuels, Inc. | Independent Director; Audit Committee Chair | Since Feb 2023 | Audit oversight |
| Bluescape Opportunities Acquisition Corp. | Independent Director; Audit Chair; Nominating & Compensation Member | Oct 2020 – Nov 2023 | Audit chair; nominating and compensation committee member |
Board Governance
- Committee assignments at ANNA:
- Audit Committee: Member and Chair; designated “audit committee financial expert” and financially sophisticated .
- Compensation Committee: Member (committee chaired by Curtis Hébert, Jr.) .
- Independence: Board determined Palmer is independent under SEC and Nasdaq rules; ANNA is a “controlled company” but maintains majority independent board and fully independent Compensation Committee .
- Attendance and engagement:
- In 2024, the Board met once; Audit Committee met once; Compensation Committee met once. Each Board member attended at least 75% of aggregate meetings of the Board and committees served .
- Tenure and classification: Class I director (with Graham van’t Hoff); term expiring at the 2025 Annual Meeting and nominated for a three-year term to 2028 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $70,000 | Annualized cash compensation basis |
| Fees earned in 2024 – Duncan Palmer | $3,452 | Partial-year service; no equity or other compensation in 2024 |
Performance Compensation
| Item | Detail | Relevance |
|---|---|---|
| Outside director equity compensation cap | $750,000 fair value per calendar year; plus one-time $750,000 for newly appointed/elected director | Limits director equity grants under proposed 2025 LTIP |
| Authorized shares under 2025 LTIP | 7,780,483 shares; annual evergreen up to 4% outstanding (2026–2035) at Board discretion | Plan scale; outside directors eligible participants |
| Award types under 2025 LTIP | ISOs, NSOs, SARs, Restricted Stock, RSUs, Performance Awards, Dividend Equivalents, Other Awards | Directors eligible; future grants subject to shareholder approval |
| Repricing policy | Repricing of options/SARs prohibited without shareholder approval | Governance safeguard |
| Fair market value reference | $11.60 per share as of April 24, 2025 | Grant valuation reference |
Note: ANNA disclosed no director equity awards outstanding as of 2024 year-end; director compensation in 2024 was cash-only and the 2025 LTIP requires shareholder approval to become effective .
Other Directorships & Interlocks
| Entity | Interlock Detail | Potential Consideration |
|---|---|---|
| Verde Clean Fuels, Inc. | ANNA directors Palmer, Graham van’t Hoff, and Curtis Hébert serve on Verde’s board (Palmer as Audit Chair; van’t Hoff independent director; Hébert audit committee member) | Multi-director interlock may influence information flow; monitor for related-party transactions and independence in oversight |
| Bluescape ecosystem | ANNA’s CFO and CAO are employed by Bluescape entities; Executive Director William K. Dirks is a Bluescape-affiliated contractor | Controlled company context; audit committee oversees related party transactions per policy |
Expertise & Qualifications
- Audit committee financial expert designation; extensive financial sophistication and international finance leadership .
- Deep transactional experience: IPO leadership, M&A execution, debt offerings, share repurchases; large-scale finance organizations and capital allocation .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class C Shares | % of Class C | Combined Voting Power |
|---|---|---|---|---|---|
| Duncan Palmer | — | — | — | — | — |
- Insider Trading Policy prohibits short sales, derivatives providing economic exposure, and pledging of company securities as collateral; hedging and pledging are not permitted .
- Section 16(a) compliance: Company believes officers and directors complied with reporting requirements in 2024 .
Governance Assessment
- Strengths
- Independent status; Audit Chair and designated financial expert; committees comprised of independent directors (Audit and Compensation) .
- Adoption of Clawback Policy enabling recovery of incentive compensation in case of restatement or significant misconduct; formal insider trading prohibitions on hedging/pledging .
- Repricing prohibition in 2025 LTIP; Board maintains charters and governance policies; audit firm independence oversight and rotation to Deloitte .
- Watch items and potential conflicts
- Controlled company: Nautilus beneficially controls ~94.8% of voting power; ANNA relies on controlled company exemption to forego a fully independent nominating/governance committee (board handles nominations) .
- Multi-director interlock with Verde Clean Fuels (Palmer, van’t Hoff, Hébert); coupled with Bluescape affiliations among management, warrants vigilance on related-party matters; ANNA instituted a formal related party transactions policy in Dec 2024 with audit committee review .
- Alignment: As of 2024, director pay was exclusively cash with no equity holdings; pending shareholder approval of the 2025 LTIP may improve long-term alignment via equity grants .
RED FLAGS
- No separate nominating/governance committee due to controlled company status; board directs nominations, which can reduce independent oversight of director selection .
- Concentrated control by Nautilus (~94.8% voting power), raising risks of minority shareholder influence and potential related-party dynamics .
- Limited director equity alignment to date (cash-only compensation and no reported share ownership for Palmer as of record date) .
Key References
- Annual Meeting and nominations; re-election of Duncan Palmer; meeting details .
- Board composition, independence, committees, attendance, and charters .
- Director biography and external boards .
- Director compensation table and annualized retainer .
- 2025 LTIP summary, limits, awards, and governance features .
- Insider trading and related party transaction policies .
- Security ownership table .