William Dirks
About William (“Bill”) K. Dirks
William K. Dirks, 68, is Executive Director and a Class II director of AleAnna, Inc. (ANNA). He joined the current board at the December 13, 2024 business combination; his Class II term runs until the 2026 annual meeting . Dirks has 43+ years of global E&P operating experience, including leadership roles at Shell, Samson Canada, Tecton Energy, and Sonde Resources. He holds a B.S. in Geology and an M.S. in Civil Engineering from Iowa State University and is a Henry Crown Fellow of the Aspen Institute . Under the current management team (Executive Director Dirks and CEO Brun), AleAnna achieved first gas at Longanesi in March 2025; as of December 31, 2024, AleAnna reported 17,621 MMcf of proved undeveloped gas reserves and PV-10 of $107.2 million, with Dirks supervising internal reserve estimates and the independent reserve evaluation process .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AleAnna Resources, LLC; AleAnna Energy, LLC | Executive Chairman (prior to Dec 2024) | 2015–2024 | Led strategy, transaction negotiation, day-to-day technical and operational execution across U.S., Canada, Italy |
| Nautilus Resources LLC (Bluescape subsidiary; major ANNA holder) | Chief Executive Officer | Since 2015 | Pursue, acquire, develop oil & gas licenses; manage technical/operational execution; significant shareholder linkage to ANNA |
| 1852797 Alberta ULC | Chairman & Chief Executive Officer | Since 2015 | Leadership of affiliated E&P initiatives |
| Sonde Resources Corporation (TSX/NYSE) | President & Chief Operating Officer | 2010–2014 | Assembled >250,000 acres across Duvernay/Montney/Wabamun; led strategy and operations |
| Tecton Energy LLC | Co‑founder & Managing Partner | 2006–2010 | Purchased/monetized >500,000 acres in ~3 years (U.S./Canada onshore unconventionals) |
| Samson Canada | President | 2002–2006 | Managed ~200 MMcf/d production, 200 wells/year, 1MM acres tight gas/unconventionals |
| Shell Oil Company | CEO, Shell Technology Ventures (1996); U.S. Onshore Exploration Manager (1992); prior roles | 1981–1999 | Raised $120MM; launched five technology start-ups; led $100MM+ annual E&P capital programs |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Nautilus Resources LLC | Chief Executive Officer | Since 2015 | Significant shareholder in ANNA via Bluescape structure |
| 1852797 Alberta ULC | Chairman & CEO | Since 2015 | Leadership of affiliated E&P entity |
| Aspen Institute | Henry Crown Fellow | n/a | Leadership fellowship recognition |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Contractor service fee/base cash ($) | $240,000 | $240,000 |
| Target bonus (%) | Not disclosed | Not disclosed |
| Actual bonus paid ($) | None disclosed | None disclosed |
| Notes | Paid under Independent Contractor Services Agreement (Dirks Agreement) effective July 1, 2022 at $20,000/month | Paid under Dirks Agreement at $20,000/month |
As disclosed, Dirks serves as an independent executive contractor to AleAnna; reimbursable items are limited (e.g., pre-approved travel). He bears other ancillary expenses (medical, licenses, etc.) personally under the agreement .
Performance Compensation
No performance-based cash or equity compensation was disclosed for Dirks in 2023–2024; AleAnna reported “None” for Outstanding Equity Awards at 2024 fiscal year-end and did not disclose any RSUs/PSUs/options for Dirks in the period . As an emerging growth company, AleAnna adopted a new 2025 Long-Term Incentive Plan (LTIP) with 7,780,483 authorized shares (evergreen feature up to 4% per year) approved by stockholders on June 12, 2025; however, new plan benefits for individuals were “not determinable” at proxy and no awards to Dirks were disclosed at that time .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | No beneficial ownership reported for Dirks in Class A or Class C as of Record Date (April 24, 2025) |
| Ownership as % outstanding | Not reported; table shows “—” for shares and % for Dirks |
| Vested vs. unvested equity | None disclosed; Outstanding Equity Awards table: “None” at FY 2024 year-end |
| Options (exercisable/unexercisable) | None disclosed |
| Shares pledged as collateral | Company policy prohibits pledging by directors/officers; pledging not permitted |
| Insider hedging | Prohibited under Insider Trading Policy |
| Stock ownership guidelines | Not disclosed in proxy |
Context on control and alignment:
- Nautilus Resources LLC (affiliated with Bluescape; Dirks is CEO) beneficially owns ~75.05% of Class A and 100% of Class C; combined voting power ~84.79%. ANNA is a Nasdaq “controlled company” (c. 94.8% voting power across classes as of Record Date) .
- Independent directors comprise a majority of the board and all members of Audit and Compensation Committees, despite controlled-company status .
Employment Terms
| Provision | Summary |
|---|---|
| Agreement type | Independent Contractor Services Agreement (Dirks Agreement) effective July 1, 2022 |
| Compensation | $20,000/month contractor fee; pre-approved travel reimbursed; other ancillary expenses borne by Dirks |
| Term/expiration | Not specified beyond effective date in disclosure |
| Severance | Not disclosed for Dirks |
| Change-of-control | Not disclosed for Dirks; CEO Brun has 2x base salary upon change-in-control under a separate agreement |
| Clawback | Company clawback policy covers incentive compensation upon restatement/erroneous data or significant misconduct; policy exists but Dirks had no reported incentive comp in 2023–2024 |
| Anti‑hedging/pledging | Hedging and pledging transactions prohibited for directors/officers |
| Indemnification | Company entered into indemnification agreements with directors and officers; charter/bylaws limit liability to fullest extent under DGCL |
Board Governance and Roles (Director Service, Committees, Independence)
- Class II Director (term to 2026 annual meeting); current board formed at December 13, 2024 closing .
- Committee roles: Not listed as a member of Audit or Compensation Committees; Audit and Compensation Committees are comprised solely of independent directors (Palmer, van’t Hoff, Hébert; Hébert chairs Compensation; Palmer chairs Audit) .
- Independence: Dirks is not identified as independent; board independence majority achieved (van’t Hoff, Palmer, Hébert) .
- Attendance: Board met once in 2024; each board member attended at least 75% of aggregate board/committee meetings .
- Board leadership: Graham van’t Hoff is Chairman; CEO is Marco Brun (dual role of CEO and director); 5-member classified board .
Director Compensation (for context)
- Independent directors earned $3,452 in 2024 (reflecting partial-year service); annualized cash retainer is $70,000. Non-independent directors (Dirks) received no director fees in 2024 .
- 2025 LTIP caps outside director equity at $750,000 grant-date fair value per year (plus $750,000 one-time for new directors) .
Performance & Track Record
- Reserves and PV-10: As of Dec 31, 2024, proved undeveloped reserves of 17,621 MMcf (Longanesi 17,241; Gradizza 380) and PV-10 of $107.2 million; gas price assumption $11.73/MCF using 12-month average; Dirks (Executive Director) supervises internal reserves and worked with DeGolyer & MacNaughton on independent reserve reports .
- Operational milestone: First production at Longanesi in March 2025 through a temporary processing facility; permanent facility expected mid‑2026 .
- Governance/controls: Emerging growth company with identified material weaknesses in internal control at the company level; Audit Committee established; Deloitte appointed as auditor for FY 2025 .
Related Party and Control Considerations
- Control: ANNA is a “controlled company” under Nasdaq rules; Nautilus and affiliates hold a majority of voting power (approx. 94.8% of voting power as of Record Date across share classes) .
- Beneficial ownership: Nautilus Resources LLC beneficially owns ~75.05% of Class A and 100% of Class C; John and Susan Wilder Foundation owns ~16.39% of Class A; directors and officers (including Dirks) show no individual share ownership in the table as of Record Date .
- Related party transactions: Intercompany payables to Nautilus (zero at 12/31/2024; $525,276 at 12/31/2023) and capital contributions by Nautilus in 2024; Up‑C structure details and registration rights in connection with the business combination .
Compensation Structure Analysis (Pay-for-Performance levers)
- Mix: 100% fixed contractor fee in 2023–2024; no disclosed annual bonus or equity awards for Dirks—limited “at-risk” alignment in disclosed periods .
- Future equity potential: 2025 LTIP approved with multi‑instrument flexibility (options, RSUs, PSUs, SARs). No individual award disclosures for Dirks as of the proxy/8-K .
- Governance guardrails: Company-wide anti‑hedging/pledging policy and clawback policy in place .
Say‑on‑Pay & Shareholder Feedback
- 2025 annual meeting did not include an advisory say‑on‑pay vote. Stockholders re‑elected two Class I directors, ratified Deloitte, and approved the 2025 LTIP (For: 63,318,161; Against: 141,515; Abstain: 1; Broker non‑votes: 18,059) .
Investment Implications
- Alignment and retention: With no reported equity ownership or equity awards and compensation delivered as a fixed contractor fee, Dirks’ disclosed pay mix exhibits limited equity alignment for 2023–2024; however, the newly approved 2025 LTIP provides a pathway to implement stronger long‑term alignment if awards are granted going forward .
- Governance risk/benefit: The board maintains independent Audit and Compensation Committees despite controlled‑company status—positive for oversight—but significant related‑party influence exists via Nautilus/Bluescape (where Dirks is CEO), meriting continued monitoring of conflicts and capital allocation decisions .
- Trading signals/overhang: Insider pledging is prohibited (reduces forced‑sale risk), and there are no disclosed Dirks equity holdings or vesting calendars—implying minimal near‑term insider selling pressure attributable to Dirks; future equity grants under the LTIP, if made, could introduce new vesting events to monitor .
- Execution track: Operationally, first gas at Longanesi (March 2025) and a PV‑10 of $107.2 million provide tangible progress; continued delivery on reserve development and permanent processing installation (mid‑2026 target) are key execution checkpoints under the current leadership structure .