Jan Wilson
About Jan C. Wilson
Independent director (age 52) with 25+ years across commodities, renewables, risk management, structured products and energy transition; appointed to CODQL’s Board on August 31, 2023. Senior Advisor to CPP Investments (Sustainable Energies Group) since 2018; audit committee financial expert; education includes BA Economics and BA HBA (University of Western Ontario) and MBA (Queen’s University). Tenure on CODQL board ~1.8 years as of the 2025 AGM; affirmed independent by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Bank of Canada | Consultant | — | — |
| RBS Sempra Commodities LLC | Senior Vice President | — | Risk/commodities leadership (biography) |
| Freepoint Commodities LLC | Director | — | Structured products/commodities |
| Enron Corp. | Early career | — | Commenced career |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPP Investments (Sustainable Energies Group) | Senior Advisor | 2018–present | Focus on venture/growth in energy transition |
| Spartan Acquisition Corp. I (merged into Fisker Inc.) | Director | Apr 2020–Oct 2020 | SPAC board pre-merger |
| Spartan Acquisition Corp. II (merged into Sunlight Financial) | Director | Oct 2020–Jul 2021 | SPAC board pre-merger |
| Spartan Acquisition Corp. III (merged into Allego Holding B.V.) | Director | Jan 2021–Mar 2022 | SPAC board pre-merger |
| Crestone Peak Resources LLC | Director | Sep 2020–Oct 2021 | Independent energy company board |
Board Governance
- Independence: Board affirmatively determined Wilson is independent under NYSE/SEC/ASX guidelines.
- Committees: Audit Committee member; qualifies as an SEC “audit committee financial expert.” Post-2025 AGM, Audit Committee consists of Greg Pritchard (Chair), Philip Christensen and Jan Wilson. Not a member of Compensation & Nominating or HSEC committees.
- Meetings and attendance: Board held 12 regular and 1 special meeting in 2024; Audit Committee held 5 meetings; all directors attended at least 75% of applicable Board and committee meetings. Non-management directors meet in executive session at every regularly scheduled Board meeting.
- Elections and shareholder support: Elected by common stockholders with 109,480,032 votes FOR vs 367,891 WITHHELD in 2025; 114,599,574 FOR vs 160,772 WITHHELD in 2024 (no broker non-votes).
- Special Committee: Independent Special Committee formed in 2023 to assess an EMG/Sev.en Global Investments transaction; dissolved July 31, 2024 after termination of the transaction.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual director cash fee | $115,531 | Paid in AUD, shown in USD; exchange rate for Wilson used on each pay date |
| Chair fees (Audit; Comp & Nom; HSEC) | $0 | Chair stipends exist ($9,903 per chair) but Wilson was not a chair in 2024 |
| Lead Independent Director fee | $0 | Role to be discontinued post-AGM; not applicable to Wilson |
| Meeting fees | $0 | No meeting fees disclosed for directors |
Reference fee schedule (AUD with USD equivalents): Board member A$175,000 ($115,531), Chair stipends A$15,000 each ($9,903); Lead Independent Director A$275,000 (~$181,548).
Performance Compensation
| Item (2024) | Granted/Value | Key Terms |
|---|---|---|
| Stock awards (RSUs) | $0 | Non-employee directors may elect to receive fees in RSUs; none elected RSU compensation in 2024 |
| Option awards | $0 | No option awards to non-employee directors disclosed |
| Non-equity incentive compensation | $0 | Not applicable to directors |
| RSU election provision | Eligible | RSUs settle no later than 30 days after earliest of: 5 years from grant, director ceases service, or change in control; RSUs granted in installments over 15 months |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| EMG-designated director | Laura Tyson nominated by EMG via Series A share rights (not Wilson) |
| Related party transactions | No reportable family relationships or related party transactions involving Wilson at appointment (Item 404(a)) |
Expertise & Qualifications
- Finance and energy sector background with deep experience in commodities, renewables, risk management, structured products, asset acquisition, and energy transition; audit committee financial expert qualification.
- Degrees: BA Economics, BA Honors Business Administration (University of Western Ontario), MBA (Queen’s University).
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Outstanding | As-of Date |
|---|---|---|---|
| Jan C. Wilson | — (none reported) | — (less than 1%) | April 16, 2025 |
| Shares outstanding (context) | 167,645,373 | — | April 16, 2025 |
- Stock ownership guidelines: Non-executive directors must build holdings (CDIs/RSUs/shares) equal to annual gross board fees by the fifth year of tenure; progressive acquisition permitted over five years. Wilson was appointed in 2023 and reported no beneficial holdings as of April 16, 2025, which is within the progressive accumulation period.
- Section 16(a): Proxy notes delinquent Form 4 filings for certain officers in 2024; none referenced for Wilson.
Governance Assessment
- Strengths: Independent director with audit committee financial expert status; sits on a fully independent Audit Committee; robust Board/committee cadence with executive sessions; strong election support in 2024 and 2025 indicating investor confidence.
- Alignment: Director compensation is cash-only for 2024; RSU election mechanism exists but was not utilized by any non-employee director in 2024. Wilson reported no beneficial ownership as of April 16, 2025; stock ownership guidelines require progressive accumulation to one year’s gross fees by the fifth year, which mitigates near-term alignment concerns.
- Conflicts/Related Parties: No reportable related party transactions for Wilson upon appointment; EMG retains designation rights for a separate director (Tyson), but Wilson is not EMG-designated and is affirmed independent.
- Say-on-Pay signal: Strong support for NEO compensation (2025: 96.6m FOR vs 13.26m AGAINST; 2024: 111.9m FOR vs 2.82m AGAINST), suggesting broader shareholder approval of compensation governance.
- RED FLAGS: Zero beneficial ownership as of April 16, 2025 may indicate early-stage alignment gap; however, policy allows five years to reach guideline holdings. No hedging/pledging disclosures identified in the proxy; continued monitoring warranted.