Graham van’t Hoff
About Graham van’t Hoff
Independent Chairman of the Board of FEAM (appointed October 2022); age 63. Former Executive Vice President, Global Chemicals at Royal Dutch Shell (responsible for a ~$25B global chemicals business during a seven-year period of record profitability), with prior roles as Chairman, Shell UK; EVP, Alternative Energies & CO2; and VP, Base Chemicals. Education: BA/MA in Chemistry, Oxford University; MBA (with distinction), Alliance Manchester Business School. Serves as a Bluescape designee under the Fourth Amended and Restated Investor and Registration Rights Agreement (January 14, 2025) and is classified as an independent director under Nasdaq rules. Currently Chairman of FEAM’s Board.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Royal Dutch Shell plc (NYSE: SHEL) | EVP, Global Chemicals | Led ~$25B global chemicals business for seven years during a period of record profitability | Large-scale P&L and operational leadership |
| Shell UK | Chairman | Prior role | Governance leadership |
| Royal Dutch Shell | EVP, Alternative Energies & CO2 | Prior role | Energy transition, carbon strategy |
| Royal Dutch Shell | VP, Base Chemicals | Prior role | Chemicals operations |
External Roles
| Organization | Exchange/Ticker | Role | Status |
|---|---|---|---|
| MAC Copper Limited | NYSE: MTAL | Director | Current |
| Verde Clean Fuels, Inc. | Nasdaq: VGAS | Director | Current |
| AleAnna Inc. | Nasdaq: ANNA | Director | Current |
Board Governance
- Independence: Board determined he is independent under Nasdaq standards (also compliant with SEC committee independence where applicable). He serves as Chairman of the Board.
- Board leadership: CEO and Chairman roles are not combined; independent directors hold regular executive sessions chaired by the Chairman.
- Attendance: In FY2025, the Board met 14 times; Audit 3; Compensation 4; Nominating & Corporate Governance (N&CG) 3. Each current director attended at least 80% of Board and relevant committee meetings.
- Committee financial expertise: The Board determined he qualifies as an “audit committee financial expert.”
| Body | Role | Chair? | FY2025 Meetings | Attendance |
|---|---|---|---|---|
| Board of Directors | Chairman | Yes | 14 | ≥80% |
| Audit Committee | Member | No | 3 | ≥80% |
| Compensation Committee | Not a member | — | 4 | — |
| Nominating & Corporate Governance | Member | No | 3 | ≥80% |
Fixed Compensation
| Period/Policy | Component | Amount (USD) |
|---|---|---|
| FY2025 actual | Fees earned or paid in cash | $136,250 |
| FY2025 actual | All Other Compensation (cash remitted equal to expected tax liability on vested equity) | $38,337 |
| FY2025 actual | Total | $278,105 |
| Director Compensation Policy (effective Jan 1, 2025) | Base annual cash retainer (non-employee director) | $50,000 |
| Director Compensation Policy | Additional annual cash retainer – Chair of the Board/Lead Independent Director | $45,000 |
| Director Compensation Policy | Committee chair annual cash retainer (Audit/Comp/N&CG) | $25,000 |
| Director Compensation Policy | Committee member annual cash retainer (Audit/Comp/N&CG) | $15,000 |
| 2026 anticipated annual remuneration (ASX LR 10.15 disclosure) | Total annual remuneration (non-executive) | $250,000 |
Note: Non-employee directors also receive RSUs with a cash-equivalent value equal to the cash retainers, granted quarterly and paid/awarded in arrears; terms superseded by the Director Compensation Policy effective January 1, 2025.
Performance Compensation
| Item | Detail |
|---|---|
| FY2025 stock awards (grant-date fair value) | $103,518 |
| RSU grant cadence | RSUs granted on last day of each calendar quarter; value equals quarterly pro-rated cash retainers |
| Vesting schedule | Quarterly RSUs vest on July 1 following grant; full vest on voluntary resignation, change in control, death or disability |
| RSUs held as of 6/30/2025 | 16,924 RSUs |
| RSUs allocated under Incentive Plan as of 10/14/2025 | 28,950 RSUs |
| Performance metrics | None disclosed for director RSUs; awards are time-based per policy |
Other Directorships & Interlocks
| Company | Relationship to FEAM | Potential Interlock Notes |
|---|---|---|
| MAC Copper Limited (MTAL) | External board | No FEAM relationship disclosed |
| Verde Clean Fuels (VGAS) | External board | No FEAM relationship disclosed |
| AleAnna Inc. (ANNA) | External board | No FEAM relationship disclosed |
Expertise & Qualifications
- Audit committee financial expert designation (Reg S-K 407(d)(5)).
- Skills matrix indicates executive leadership, financial expert, strategy, M&A, international experience, and industry expertise relevant to mining/specialty chemicals.
- Education: BA/MA Chemistry (Oxford); MBA with distinction (Alliance Manchester).
- Leadership: Independent Chairman; prior large-cap chemicals P&L owner.
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Oct 14, 2025 | 13,259 | <1% | Based on 22,444,587 shares outstanding |
| Jun 30, 2025 | 16,924 RSUs (held) | N/A | FY2025 RSUs vested on July 1, 2025 |
| Oct 14, 2025 | 28,950 RSUs (allocated under plan) | N/A | Cumulative awards through 10/14/2025 |
- Pledging/Hedging: No pledging disclosed in the proxy.
Related-Party Exposure and Conflicts
- Bluescape designation: Serves as a Bluescape designee under the Investor and Registration Rights Agreement; Board size reduced to four with designation rights split between Bluescape and Ascend.
- Corporate opportunities renunciation: The January 14, 2025 Investor and Registration Rights Agreement includes a corporate opportunities waiver affirming BEP/NEG and their affiliates (including designated directors) may have conflicts and no duty to offer “Renounced Business Opportunities” to FEAM unless learned solely in the capacity as a FEAM director.
- Capital transactions with designating investors: 2025 restructuring involved exchanging notes for equity, a new subscription, and issuance of one-year warrants to Bluescape/Ascend (Restructuring Warrants); subsequent proposals sought approval for additional warrant-related issuances.
Compensation Committee/Policy Notes
- Compensation Committee composition: Jones (Chair), Hébert, Dick—van’t Hoff is not on the Compensation Committee.
- Consultant independence: The charter authorizes the committee to retain independent advisors and requires independence assessment before engagement.
Governance Assessment
-
Positives
- Independent Chairman with deep chemicals sector operating experience and audit committee financial expert designation, supporting board oversight quality.
- Strong engagement: FEAM reports all current directors attended at least 80% of Board/committee meetings in FY2025.
- Clear quarterly equity cadence and transparent vesting; no loans provided for director equity awards.
-
Watch items / RED FLAGS
- Investor designee and structural conflicts: As a Bluescape designee amid investor designation rights and a corporate opportunities waiver, there is heightened potential for conflicts and diminished expectation of certain opportunities being offered to FEAM; independent oversight must be robust.
- Tax gross-up–like cash: “All Other Compensation” includes cash remitted equal to expected tax liability on vested equity for directors (including van’t Hoff), which can be viewed as shareholder-unfriendly relative to net-share settlement norms.
- Concentrated board: Four-member board with two sponsor groups holding designation rights could limit broader shareholder representation and independence dynamics, despite Nasdaq independence determinations.
Shareholder approvals: 2025 proxy sought approval for non-executive director participation in the equity plan (ASX LR 10.14), for plan share pool increases, and warrant-related issuances to Bluescape/Ascend—underscoring ongoing reliance on equity-linked incentives and sponsor support.