David Leuschen
About David Leuschen
David Leuschen (age 74) is Chairman of the Board of ANSC; he has served as a director since September 2023 and became Chairman in November 2023 . He is co‑founder and Senior Managing Director of Riverstone Holdings LLC and formerly a Partner/Managing Director at Goldman Sachs, where he founded and led the Global Energy & Power Group . He holds an A.B. from Dartmouth and an M.B.A. from Dartmouth’s Tuck School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner & Managing Director; Founder/Head, Global Energy & Power Group | Not disclosed | Built energy & power banking into a leading franchise; chaired Goldman Sachs Energy Investment Committee |
| Cambridge Energy Research Associates | Director | Not disclosed | Board service (prior) |
| Cross Timbers Oil Company (predecessor to XTO Energy) | Director | Not disclosed | Board service (prior) |
| J. Aron Resources | Director | Not disclosed | Board service (prior) |
| Talen Energy Corporation | Director (prior) | Not disclosed | Board service (prior) |
| Enviva Inc. | Director (prior) | Not disclosed | Board service (prior) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| CH4 Natural Solutions Acquisition Corporation | Director | Current | SPAC; not owned or controlled by Riverstone |
| Pattern Energy Group LP | Director | Current | Board service |
| Various private Riverstone portfolio companies | Director | Current | Board service |
| U.S. Olympic Committee Foundation | Trustee | Current | Nonprofit board |
| Conservation International | Director | Current | Nonprofit board |
| Peterson Institute for International Economics | Director; Founding Member, Economic Leadership Council | Current | Nonprofit boards |
| Wyoming Stock Growers Association | Director | Current | Nonprofit board |
| Montana Land Reliance | Director | Current | Nonprofit board |
Board Governance
- Role and committees: Chairman of the Board; not listed as a member of ANSC’s audit or compensation committees. Audit: Tepper (Chair), Aaker, Hall; Compensation: Aaker (Chair), Tepper, Hall .
- Independence: Not identified as an “independent director.” The Board deems Aaker, Tepper, and Hall independent under NASDAQ rules; ANSC qualifies as a “controlled company” and uses certain governance exemptions (e.g., majority independent board not required) .
- Attendance/engagement: In FY2024 the Board held 4 meetings and the audit committee held 4; no director attended fewer than 75% of the meetings of the Board and committees on which they served .
- Committee compliance: Audit committee temporarily fell to two members in Mar-2024 after Aaker’s resignation; Board reappointed Aaker on Mar-24-2025, restoring NASDAQ Rule 5605(c)(2) compliance .
- Director elections: Prior to a business combination, only Class B holders elect/remove directors; approval of an initial business combination requires Board majority including a majority of independent directors .
Fixed Compensation
| Item | Amount/Policy |
|---|---|
| Director cash compensation (pre-business combination) | None; no cash paid to officers or directors |
| Administrative fee (related party) | $10,000 per month to an affiliate of the Sponsor for office/administrative support (company‑level expense, not director pay) |
Performance Compensation
- No equity or performance-based director compensation disclosed pre-business combination; no finders/consulting fees to Sponsor, officers, directors, or affiliates prior to a business combination .
Other Directorships & Interlocks
| Company | Ticker/Type | Role | Timing |
|---|---|---|---|
| CH4 Natural Solutions Acquisition Corporation | SPAC | Director | Current |
| Pattern Energy Group LP | Private LP | Director | Current |
| Talen Energy Corporation | Public (prior) | Director | Prior |
| Enviva Inc. | Public (prior) | Director | Prior |
Interlocks and potential conflicts: Leuschen is Riverstone’s co‑founder/Senior MD; ANSC’s Sponsor is affiliated with Riverstone. ANSC is a “controlled company,” and Sponsor-related entities have multiple economic interests in ANSC (founder shares, private placement warrants, working capital note), creating alignment with deal completion but potential conflicts versus public shareholders .
Expertise & Qualifications
- Energy and power private equity/investment banking; founder of leading energy banking franchise at Goldman Sachs; extensive SPAC involvement via Riverstone-affiliated vehicles .
- Board experience across energy companies and nonprofits; Dartmouth A.B., Tuck M.B.A. .
Equity Ownership
| Holder | Security | Amount | % of Outstanding | Notes |
|---|---|---|---|---|
| David Leuschen (through ANSC Sponsor) | Class B Ordinary Shares (Founder) | 8,225,000 | 19.1% | Sponsor is record holder; Riverstone entities manage Sponsor. Leuschen has been designated to exercise all voting/investment power for Riverstone re: these securities; beneficial ownership disclaimed by each party . |
| Independent directors (aggregate) | Class B Ordinary Shares (Founder) | 400,000 | <1% each | Issued at original purchase price in Nov 2023; Aaker 120,000; Hall 240,000; Tepper 40,000 . |
- Founder shares convert to Class A at the business combination; founder shares and private placement warrants are generally locked up post‑combination per standard terms outlined (transfer restrictions/lock‑up and release conditions) .
- Private Placement Warrants: 9,400,000 sold to a Sponsor affiliate and independent directors at $1.00/warrant (non‑redeemable, exercisable for Class A at $11.50). These expire worthless if no business combination .
- Hedging/pledging: ANSC has not adopted an insider trading policy; the Company has no hedging practices or policies; no pledging disclosures provided in the proxy .
Related-Party Exposure and Conflicts
- Administrative support agreement: $10,000/month to Sponsor affiliate; expenses to Sponsor/affiliates reimbursable; no cap on out-of-pocket expense reimbursement (audited quarterly by the audit committee) .
- Working Capital Note: Up to $1.5 million unsecured promissory note to Warrant Holdings Sponsor (affiliate) dated Aug 28, 2024; non‑interest bearing; convertible into $1.00 warrants; $838,405 outstanding at Dec 31, 2024 .
- Private placement warrants: 9,400,000 purchased by Sponsor affiliate and independent directors; proceeds partly deposited in trust; expire if liquidated .
- Extension financing: If the October 2025 extension is approved, Warrant Holdings Sponsor will deposit $0.02 per outstanding public share monthly starting Dec 29, 2025, receiving an unsecured note convertible into $1.00 warrants; if not deposited, Board will liquidate per Articles .
- Initial shareholders’ incentives: Proxy quantifies potential economic benefit—Initial Shareholders purchased 8,625,000 founder shares for $25,000 ($0.003/share); theoretical value ~$94.2 million at $10.92/share (record date), implying a ~$94.16 million theoretical gain if unrestricted and freely tradable; private placement warrants would be worthless upon liquidation .
Governance Assessment
- Strengths
- Independent committees: Audit and Compensation committees comprised solely of independent directors; audit chair qualifies as an “audit committee financial expert” .
- Attendance: No director fell below the 75% attendance threshold in FY2024; Board met 4 times, audit committee met 4 times .
- Remediation: Audit committee independence count restored in Mar-2025 after temporary non‑compliance in 2024 .
- Risks / RED FLAGS
- Non‑independent Chair and controlled company status: Leuschen is not independent; ANSC relies on controlled company exemptions (e.g., majority independent board not required), concentrating influence with Sponsor affiliates .
- Economic conflicts: Large founder share stake (19.1% via Sponsor) and multiple Sponsor‑affiliated instruments (private placement warrants, working capital note, extension financing) align insiders with completing a transaction/extension, which may diverge from public shareholder preferences during redemptions or extensions .
- Pre‑combination pay structure and policies: No insider trading/hedging policy adopted; lack of formalized restrictions heightens governance risk (though typical for SPACs pre‑combination) .
- Extension vote incentives: October 2025 proxy highlights sizable potential gains for initial shareholders and the zero recovery on private placement warrants if liquidated, underscoring strong insider incentives to vote for extensions and combinations (potential misalignment) .
Overall: Leuschen brings deep energy/finance expertise and SPAC experience, but his non‑independence, Sponsor control, and sizable founder economics create material perceived conflicts that investors should monitor closely through combination/extension milestones .
Notes on Items Not Disclosed
- Director compensation detail (retainers/chair fees/equity program), performance metrics, severance/CIC provisions, say‑on‑pay results, ownership guidelines, and insider Form 4 activity are not disclosed for ANSC pre‑business combination in the cited proxies .