Graham van’t Hoff
About Graham van’t Hoff
Graham van’t Hoff, 63, is Chairman of the Board of AleAnna, Inc. and has served as a director since February 2023; he was re-elected as a Class I director at the June 12, 2025 annual meeting to serve until 2028 . He is the former CEO of Shell Chemicals (2013–2019) and EVP of Shell Alternative Energies (2012), with prior chair and board roles across multiple Shell entities and joint ventures; he holds a Master’s in Business Management (Distinction) from Manchester Business School and a Master’s in Chemistry from the University of Oxford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell Chemicals | Chief Executive Officer | Jan 2013 – Jun 2019 | Oversaw significant global growth; chemical revenues exceeded $24 billion during tenure . |
| Shell Alternative Energies | Executive Vice President | Jan 2012 – Dec 2012 | Led alternative energies strategy/operations . |
| Shell International Petroleum Co. | Board Member | 2014 – 2017 | Governance oversight . |
| Shell UK Limited | Chairman | Mar 2011 – Dec 2012 | UK governance, stakeholder engagement . |
| CSPC (CNOOC-Shell Petrochemicals Co.) | JV Chairman | Prior years (not dated) | One of largest Chinese petrochemical companies . |
| Raízen (Shell JV) | JV Board Experience | Prior years (not dated) | Biofuels JV governance . |
| Infineum (Shell–Exxon JV) | JV Board Experience | Prior years (not dated) | Petroleum additives JV governance . |
| Bluescape Opportunities Acquisition Corp. | Independent Director; Chair Nominating Committee; Comp & Audit member | Sep 2020 – Nov 2023 | SPAC governance and committee leadership . |
External Roles
| Organization | Role | Since | Committees/Focus |
|---|---|---|---|
| 5E Advanced Materials, Inc. | Independent Director (Chairman) | Oct 2022 | Audit, Compensation, Nominating & Governance committees . |
| Verde Clean Fuels, Inc. | Independent Director | Feb 2023 | Compensation Committee member . |
| MAC Copper | Independent Director | Nov 2023 | Chair, Health, Safety & Environment Committee . |
| Air Liquide (North America) | Advisory Board Member | Ongoing | Advisory role (non-fiduciary) . |
| Silicon Ranch Corporation | Director (Private) | Ongoing | Board member, solar developer/operator . |
| Industry Associations (ACC, CEFIC, ICCA) | Board/Executive Committees | Prior years | International chemical industry leadership . |
| Alliance to End Plastic Waste | Founding Member | 2019 | Helped secure $1.5B funding commitments in year one . |
Board Governance
- Role and leadership: Serves as Chairman of the Board, liaising with the CEO, approving agendas, facilitating board evaluations, and participating in CEO performance evaluation with the Compensation Committee .
- Independence: Determined independent by ANNA’s Board under SEC and Nasdaq rules; board majority is independent .
- Controlled company status: Nautilus and affiliates hold ~94.8% voting power; company relies on “controlled company” exemption only for nominating/governance committee (none maintained); board and comp committee otherwise meet independence standards .
- Committees:
- Audit Committee: Member; committee chaired by Duncan Palmer; all members independent; Palmer designated “audit committee financial expert” .
- Compensation Committee: Member; committee chaired by Curtis Hébert, Jr.; all members independent .
- Meetings/attendance: In 2024, Board met once; Audit and Compensation Committees each met once; each director attended at least 75% of board and committee meetings .
- Election results (signal of investor support): Re-elected June 12, 2025 with 63,360,147 votes For, 99,530 Withheld, 18,059 broker non-votes .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $70,000 | Annualized policy for independent directors . |
| Fees earned (cash) | $3,452 | 2024 actual for van’t Hoff (partial year service post-December appointments) . |
- No additional committee chair fees disclosed for 2024; van’t Hoff is not a committee chair at ANNA .
Performance Compensation
| Feature | Policy/Detail | Source |
|---|---|---|
| Director equity eligibility | Outside directors eligible under 2025 Long-Term Incentive Plan (2025 Plan) | . |
| Outside director annual limit | Max $750,000 grant-date fair value per calendar year; one-time new director awards up to additional $750,000 | . |
| Repricing prohibition | No option/SAR repricing without stockholder approval | . |
| Clawback | Clawback policy allows recovery of incentive comp upon restatement or significant misconduct causing financial/reputational harm | . |
| 2024 equity awards to directors | None outstanding/effective for directors as of 12/31/2024 | . |
No director-specific performance metrics or equity awards were disclosed for 2024; the 2025 Plan permits performance awards with goals set by the Compensation Committee going forward .
Other Directorships & Interlocks
| Company | Type | Role | Committees | Potential Interlock/Conflict Disclosed |
|---|---|---|---|---|
| 5E Advanced Materials, Inc. | Public | Independent Director (Chairman) | Audit, Compensation, Nominating & Governance | No related-party transactions with ANNA disclosed –. |
| Verde Clean Fuels, Inc. | Public | Independent Director | Compensation | No related-party transactions with ANNA disclosed –. |
| MAC Copper | Public/Listed (as disclosed) | Independent Director | Chair, HSE | No related-party transactions with ANNA disclosed –. |
- Related-party transaction oversight resides with the Audit Committee under a written policy adopted Dec 13, 2024; no transactions involving van’t Hoff were identified in the RPT section –.
Expertise & Qualifications
- 35+ years across energy and chemicals; P&L leadership, strategy, government relations, technology and IT; international governance roles (ACC, CEFIC, ICCA) .
- Founding member, Alliance to End Plastic Waste, catalyzing $1.5B commitments in first year (2019) .
- Academic credentials: Master’s in Business Management (Distinction), Manchester Business School; Master’s in Chemistry, University of Oxford .
Equity Ownership
| Holder | Class A Shares | Class C Shares | Ownership Notes |
|---|---|---|---|
| Graham van’t Hoff | 0 | 0 | Reported as no beneficial ownership as of Apr 24, 2025 record date . |
- Hedging/pledging: Insider Trading Policy prohibits short sales, derivatives for economic exposure, and pledging of company securities .
- Ownership guidelines: Not disclosed for directors; equity plan adopted in 2025 establishes future equity framework for outside directors .
Governance Assessment
- Strengths: Independent Chairman; independent Audit and Compensation Committees; explicit clawback policy; prohibitions on hedging/pledging; strong shareholder support for his re-election and the 2025 equity plan (signals of investor confidence) .
- Risks/Red Flags to monitor:
- Controlled company (Nautilus ~94.8% voting power) with no independent nominating/governance committee, which concentrates nomination power and may limit board refreshment via independent process .
- As of the 2025 record date, van’t Hoff reported no beneficial ownership in ANNA, which may limit direct “skin-in-the-game” alignment until director equity awards are implemented under the 2025 Plan .
- Engagement/Attendance: Met the company’s disclosure threshold (≥75% attendance) in 2024, though the year had limited meetings given the December 2024 post-combination board formation .
- Compensation Committee process: Fully independent; did not use a compensation consultant in 2024; expects to consult Mercer for 2025—monitor for peer group selection and LTIP metric rigor .
- Shareholder voting signals: 2025 director election support (63.36M For vs. ~0.10M Withheld) and LTIP approval indicate broad endorsement of governance and pay framework at this stage .