Christopher J. Close

About Christopher J. Close

Independent Class I director appointed June 16, 2025 (age 59). Close brings 35+ years in finance and business management with CFO experience spanning FP&A, investor relations, M&A, treasury, accounting, HR and IT, primarily in energy. He holds a BS in Accounting (University of Delaware), MBA (Villanova), is a CPA (inactive, Pennsylvania), and maintains Series 7 & 66 licenses as a registered advisor .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Close is independent under Nasdaq Rule 5605(a)(2) .
• Committee assignments: Expected to join Compensation & Human Capital and Governance & Sustainability Committees after the Aug 12, 2025 annual meeting .
• Current committee chairs: Audit—John P. Miller; Compensation & Human Capital—Denise M. Wilson; Governance & Sustainability—Robert F. Powelson .
• Board activity and attendance: Board met 23 times in FY2025; each director attended ≥90% of Board and committee meetings during their service period; independent directors held executive sessions at all regularly scheduled Board meetings .

Fixed Compensation

Notes:

• Policy (Jan 22, 2024) granted 10,000 RSUs to each new director appointed on or before Dec 7, 2024; Close was appointed in 2025, so that specific grant does not apply .

Performance Compensation

No performance metrics are tied to director compensation; director RSUs are time‑based rather than performance‑based .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep accounting and financial management expertise; CFO roles across energy and industrials .
• Investor relations, M&A, treasury, HR and IT leadership experience .
• CPA (inactive) and Series 7 & 66 securities licenses enhance capital markets fluency .
• Energy industry background (Exelon, Constellation) aligned with CGEH’s end markets .

Equity Ownership

• Stock ownership guidelines: Non‑employee directors must hold common stock equal to 4× annual retainer within five years from the later of Dec 7, 2023 (emergence) or becoming subject to guidelines .
• Anti‑hedging/pledging: Company prohibits hedging and pledging by directors and covered persons .

Governance Assessment

• Strengths

  • Independence confirmed; slated to serve on key governance and compensation committees, reinforcing board oversight on pay, succession, ESG and governance processes .
  • Robust board engagement: 23 meetings in FY2025, ≥90% attendance, and routine independent executive sessions .
  • Clear director pay schedule with modest equity grants, anti‑hedging/pledging policy, and ownership guidelines supporting long‑term alignment .
  • Compensation oversight uses independent consultant (Pearl Meyer); committee assessed consultant independence and found no conflicts .

• Watch items and RED FLAGS

  • Material weaknesses in internal control over financial reporting disclosed (tone at the top under former executives, staffing/skills gaps, policy review failures, bill‑and‑hold controls, FPP accounting), and prior restatement/SEC investigation costs—ongoing remediation is essential to investor confidence .
  • Related party controls: Audit Committee noted non‑compliance at initial engagement with CFGI (CFO’s son employed there); corrective actions taken, but continued vigilance warranted .
  • Ownership alignment: Close held no CGEH shares as of June 13, 2025; progress toward 4× retainer guideline should be monitored over the five‑year compliance window .

• Implications for investors

  • Close’s finance and energy background, plus committee roles, should bolster board effectiveness on compensation, governance, and risk oversight .
  • The internal control remediation trajectory and related‑party governance rigor are key signals; improved disclosures and timely completion of remediation would strengthen confidence .

Appendix: Board and Committee Snapshot (for context)

Board met 23 times in FY2025; ≥90% attendance by each director; independent directors held executive sessions at all regularly scheduled Board meetings **[1009759_0001558370-25-009068_cgeh-20250812xdef14a.htm:15]**.