Marco Brun
About Marco Brun
Marco Brun, 59, has served as Chief Executive Officer and as a member of the Board since December 2024; he previously led AleAnna Italia S.p.A. (CEO and sole director) from September 2022 after consulting for the group from March 2021 to August 2022 . He spent ~12 years at Shell, culminating as CEO Upstream and Country Chair for Italy/Adriatic and CEO/President of Shell Italia E&P S.p.A., overseeing businesses with >$2B revenues and >$500M cash from operations, and earlier ran Gas & Power Italy/France . Under his leadership, ANNA reached second consecutive profitable quarter in Q3 2025 with revenue of $11.2M, EBITDA of $6.3M and CFO of $8.9M as Longanesi production stabilized; net income was $5.3M (basic/diluted EPS $0.08) . Education: MBA (University of Bergamo) plus additional coursework at Bocconi School of Management and Harvard Business School; visiting professor at Sciences Po (Paris) on “Industrial Energy Transitions” since 2016 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AleAnna Italia S.p.A. | CEO and sole director | Sep 2022–present (joined ANNA as CEO Dec 2024) | Led conventional gas development (Longanesi) and built RNG pipeline; integration and operations oversight . |
| AleAnna (Group) | Independent executive contractor | Mar 2021–Aug 2022 | Strategic consulting on business development, regulatory affairs, operational execution . |
| Shell plc | CEO Upstream & Country Chair (Italy & Adriatic); CEO/President Shell Italia E&P S.p.A. | Dec 2009–Feb 2021 | Managed >$2B revenues and >$500M CFFO; led major transactions (e.g., retail gas divestment; Sonnen acquisition in Italy); oversaw reputation, GR, strategy . |
| Shell plc | GM Gas & Power Italy & France | Sep 2006–Dec 2009 | Market entries and re-gas terminal development in France/Italy; strategy and operations leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Assomineraria (Confindustria) | Vice President | Jul 2018–Feb 2021 | Industry advocacy for hydrocarbons and geothermal energy . |
| Confindustria Energia | Supervisory Board Member | Jul 2018–Feb 2021 | Sector policy engagement . |
| Aspen Institute Italy | Executive Committee Member | Jun 2019–Feb 2021 | Thought leadership and policy dialogue . |
| British Embassy in Italy | Non-executive Board Member | Oct 2010–Feb 2021 | Advisory/oversight role . |
| Sciences Po (PSIA) | Visiting Professor, Industrial Energy Transitions | 2016–present | Academic appointment in energy transitions . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (USD) | $688,255 | $672,779 |
| All Other Compensation (USD) | $78,086 (fringe benefits incl. company vehicle lease) | $82,431 (fringe benefits incl. company vehicle lease) |
| Option Awards (USD) | — | — |
| Employment Base Salary (contract currency) | €610,000 per annum (Brun Employment Agreement) | €610,000 per annum (Brun Employment Agreement) |
Notes:
- Employment agreement provides Previndai contributions equal to 7% of salary; supplemental health insurance beyond FASI; company vehicle up to €2,500/month; D&O insurance; expense reimbursement per policy .
Performance Compensation
| Incentive | Metric(s) | Target/Range | Performance Period / Vesting | Status / Payout |
|---|---|---|---|---|
| Medium/Long-Term Incentive Plan (M/LTIP) – Cash | Company milestones tied to business plans (not itemized in proxy) | €375,000 to €1,125,000 potential cash bonuses | Threshold dates from May 31, 2024 through December 31, 2026 | As of 12/31/2024, management deemed achievement “not probable”; no expense recognized; payments subject to company approval . |
| 2025 Long-Term Incentive Plan (LTIP) | Board/Committee-set goals; may include stock options, SARs, RSUs, performance awards | Plan share reserve: 7,780,483; with annual evergreen up to 4% O/S through 2035 | Effective upon 6/12/2025 shareholder approval; terms per award agreements | Plan approved by shareholders on 6/12/2025; specific awards to executives not disclosed as of proxy/8-K . |
Compensation governance levers:
- Clawback/compensation recovery policy for restatements/misconduct; incentive recoupment possible .
- No repricing of stock options/SARs without shareholder vote under 2025 LTIP .
- Insider trading policy prohibits short sales and any pledging/derivatives on company stock .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | No beneficial ownership reported for Marco Brun as of the 4/24/2025 record date (no Class A or Class C reported) . |
| Ownership as % of outstanding | Not reported; table shows no shares for Brun (implies 0%) . |
| Vested vs. unvested shares | Outstanding equity awards at 12/31/2024: None (Outstanding Equity Awards table: “None” ). |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged as collateral | Prohibited by Insider Trading Policy (no pledging allowed) . |
| Stock ownership guidelines | Not disclosed in proxy . |
Context:
- Company is a “controlled company”; Nautilus and affiliates beneficially own ~94.8% voting power; Chairman/Comp Committee independent, but no nominating committee (controlled company exemption) .
Employment Terms
| Term | Detail |
|---|---|
| Employer/Agreement | AleAnna Italia S.p.A. employment agreement effective Sep 1, 2022 (Brun Employment Agreement) . |
| Role/Tenure | CEO and Director of AleAnna, Inc. since Dec 2024; previously CEO & sole director of AleAnna Italia S.p.A. since Sep 2022 . |
| Contract term | Permanent (no fixed end date) . |
| Base salary | €610,000 per year . |
| Benefits/perquisites | Previndai 7% contribution; supplemental medical (over FASI); company vehicle up to €2,500/month plus VAT; mobile phone/laptop; D&O insurance; expense reimbursement per policy . |
| Severance/Change-in-Control | Two years’ base salary, payable within six months upon a Change in Control (single-trigger cash benefit under agreement); Business Combination (Dec 13, 2024) did not constitute a CoC under his agreement . |
| Restrictive covenants | Confidentiality and non-solicitation included . |
Board Governance and Service History
- Board service: Class III director; term expires at 2027 annual meeting .
- Independence: Not independent (CEO); Compensation Committee and Audit Committee comprised solely of independent directors .
- Board leadership: Independent Chairman (Graham van’t Hoff); CEO and Chair roles separated .
- Board/committee meetings: In 2024, Board met once; Audit and Compensation committees each met once; all directors attended ≥75% of meetings .
- Director compensation: Independent directors received pro-rated cash in 2024 ($3,452 each; $70,000 annualized); Marco Brun received no director compensation .
Performance & Track Record
| Metric | Q3 2025 | 9M 2025 |
|---|---|---|
| Revenues (USD) | $11,224,868 | $15,899,878 |
| EBITDA (non-GAAP, USD) | $6,311,218 | $3,571,806 |
| Net Income (USD) | $5,318,676 | $2,623,970 |
| Cash from Operations (USD) | $8,900,000 (press statement) | — |
| Cash & Equivalents (USD) | $31,198,846 at 9/30/2025 | — |
Operational highlights and CEO commentary:
- Longanesi field ramp-up exceeded expectations; stabilized at ~30 mmcfd by ~6 weeks post start; all five wells contributing .
- CEO emphasized profitability, cash generation, and advancing RNG strategy alongside conventional assets .
Compensation Committee and Peer Practices
- Compensation Committee members: Hébert (Chair), Palmer, van’t Hoff; all independent .
- Compensation consultant: None used for 2024; Committee expects to consult Mercer for 2025 decisions .
- 2025 LTIP approved by shareholders on June 12, 2025; outside director annual equity limit $750,000 FMV plus one-time $750,000 for new directors; plan authorizes options, SARs, RSUs, performance awards with no repricing without shareholder approval .
Compensation Structure Analysis
- Mix and pay-for-performance: 2023–2024 compensation was largely fixed cash salary with limited perquisites; no equity granted and no annual cash bonus disclosed; M/LTIP cash incentives exist but were not accrued as of 12/31/2024 due to probability assessment .
- Shift to equity potential: Shareholder-approved 2025 LTIP introduces performance/equity vehicles that can strengthen alignment if awards are granted with robust, objective goals and multi‑year vesting .
- Risk mitigants: Clawback policy; prohibition on hedging/pledging; no option/SAR repricing without a shareholder vote .
- Red flags/concerns: Single‑trigger CoC cash payout of 2x salary; no disclosed executive stock ownership guidelines; no reported personal share ownership as of the record date .
Vesting Schedules and Insider Selling Pressure
- As of 12/31/2024: No outstanding equity awards; therefore, no scheduled equity vesting or related selling pressure disclosed .
- 2025 LTIP allows future awards (options/SARs/RSUs/performance awards) with vesting set by the Committee; actual grants and vesting schedules not disclosed to date .
Related Party / Governance Considerations
- Controlled company: Nautilus and affiliates control ~94.8% voting power; Board nevertheless maintains majority independent directors and fully independent Audit/Comp Committees but relies on controlled company exemption for nominating governance .
- Related party framework: Audit Committee oversees related party transactions under a formal policy adopted Dec 13, 2024 .
Investment Implications
- Alignment today vs. future: Current alignment is primarily cash-based with no executive equity ownership and no outstanding equity awards (reduced downside for the executive and less direct stock-price linkage) . The newly approved 2025 LTIP is the key lever to improve pay-performance alignment if the Committee deploys performance-based equity with multi-year vesting and stringent goals .
- Retention/transition risk: Single-trigger CoC benefit (2x salary) provides security but can be shareholder-unfriendly versus double-trigger designs; lack of equity overhang lowers immediate insider selling pressure but also lessens retention tether until equity grants are made .
- Execution track record: Early operating momentum at Longanesi (profitability, EBITDA, CFO) under Brun’s CEO tenure supports confidence in operational execution; continued delivery on RNG buildout will be a catalyst for long-term value if capital allocation remains disciplined .
- Governance mitigants: Independent chair, independent Compensation/Audit Committees, clawback, and anti-pledging/hedging policies mitigate key governance risks under a controlled structure .