Curtis Hébert

About Curtis Hébert

Curtis Hébert, age 62, is an independent director of 5E Advanced Materials, Inc. (FEAM), appointed in March 2025 as a designee of BEP Special Situations IV LLC (Bluescape) under the Investor and Registration Rights Agreement . He is a partner at the Brunini Law Firm and a former Chairman and Commissioner of the Federal Energy Regulatory Commission (FERC) (1997–2001), with prior executive leadership at Entergy Corp. and CEO experience at Lexicon Strategy Group; he holds a B.S. from the University of Southern Mississippi and a J.D. from the Mississippi School of Law . He is designated independent under Nasdaq rules; the Board determined his independence alongside all current directors . During FY2025, the Board held 14 meetings and each current director attended at least 80% of Board and relevant committee meetings; independent directors also hold executive sessions .

Past Roles

External Roles

No other public company directorships are disclosed for Mr. Hébert in FEAM’s proxy materials .

Board Governance

• Independence: Board determined Mr. Hébert is independent under Nasdaq standards; he serves as a non-employee director .
• Committee assignments (FY2025):
  • Compensation Committee: Member (Chair is Bryn Jones) .
  • Nominating & Corporate Governance Committee: Chair .
  • Audit Committee: Not a member .
• Meetings & attendance (FY2025):
  • Board: 14 meetings; each current director attended ≥80% of Board and relevant committee meetings .
  • Committee meetings: Audit 3; Compensation 4; Nominating & Corporate Governance 3 .
• Board leadership: Chairman of the Board is Graham van’t Hoff; independent directors hold regular executive sessions .
• Majority voting policy for directors with resignation procedures administered by Nominating & Corporate Governance Committee in case of < majority support .

Fixed Compensation

Director compensation moved to a formal policy effective January 1, 2025 (superseding prior offer letters) .

FY2025 actual (partial-year for Hébert):

• Fees earned or paid in cash: $26,250; Stock awards (RSUs grant-date fair value): $20,673; Total: $46,923 .
• As of June 30, 2025, Mr. Hébert held 5,828 RSUs; RSUs granted quarterly vested July 1, 2025 .

2026 anticipated total remuneration (used for ASX approval purposes):

• Mr. Hébert: $180,000 total annual remuneration; non-executive director awards are set at 50% of total annual remuneration paid in equity (i.e., RSUs of ~$90,000 value annually) .

Performance Compensation

• Director equity is time-based RSUs; no performance metrics are disclosed for director awards .
• Quarterly RSU grants vest on July 1 following grant; RSUs determined by average closing price in the applicable quarter .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix: Corporate Governance, Strategic Development/Planning, Executive Leadership, Business-to-Business Sales & Marketing, Capital Markets, ESG Leadership, M&A Experience, International Experience; not designated as “Financial Expert” (audit) .
• Education: B.S., University of Southern Mississippi; J.D., Mississippi School of Law .
• Regulatory and energy credentials: Former FERC Chairman/Commissioner (1997–2001); executive in energy industry; legal/regulatory expertise .

Equity Ownership

• Hedging and pledging: Company policy prohibits hedging and pledging of Company securities by directors, officers, and employees .
• Ownership guidelines: Not disclosed in the proxy (no guideline language provided).

Governance Assessment

• Strengths:
  • Independence and governance leadership: Independent director; Chair of Nominating & Corporate Governance Committee; active role in board evaluations and governance policy .
  • Attendance and engagement: Board held 14 meetings in FY2025; each current director attended ≥80% of Board and relevant committee meetings; independent directors hold executive sessions .
  • Balanced director pay structure: Formal policy with 50% cash / 50% RSU equity mix and standardized quarterly grants with defined vesting; clawback policy in place and prohibition on hedging/pledging .
• Potential Conflicts / RED FLAGS:
  • Controlling shareholder influence: Mr. Hébert is a Bluescape designee; Bluescape (~41.2%) and Ascend (~42.1%) together hold ~83% of FEAM, with director designation rights, extensive related transactions (note exchanges, warrants), and voting exclusions applied for director equity plan participation—this concentration may impact perceived board independence and minority shareholder influence .
  • No audited disclosure of personal related-party ties to his law firm; none disclosed, but continued monitoring of any legal engagements with FEAM is prudent (Audit Committee reviews related party transactions) .
• Compensation & Incentives for Directors:
  • FY2025 partial-year compensation: $26,250 cash; $20,673 RSUs; total $46,923; RSUs vested July 1, 2025 .
  • 2026 expected remuneration: $180,000, with ~50% equity via RSUs per ASX Listing Rule approval—aligns interests but awards are time-based rather than performance-linked .
• Board Processes:
  • Majority voting for directors with resignation policy administered by Nominating & Corporate Governance Committee—positive governance signal .
  • Compensation Committee has sole authority to engage independent advisors and considers adviser independence—mitigates consultant conflicts .

Appendix: Committee Composition (FY2025)

Notes on Shareholder Approvals & Director Equity Participation

• ASX Listing Rule 10.14 approvals: Stockholders asked to approve director participation in the Amended and Restated 2022 Equity Compensation Plan; approvals previously obtained in March 2025 cease upon plan amendment; re-approval sought October 2025 .
• Director awards to date: Through October 14, 2025, Mr. Hébert had been granted 11,729 RSUs under the Incentive Plan; no cash consideration for grants; quarterly grants are cost-effective and determined by average closing price .
• Voting exclusions applied for director equity approvals and certain warrant issuances to related investors (Bluescape, Ascend) to mitigate conflicts .

All information above is sourced from FEAM’s Definitive Proxy Statement dated October 27, 2025, including director biographies, committee charters, compensation policy, equity plan proposals, security ownership, and related party transactions .