Anthony G. Petrello
About Anthony G. Petrello
Anthony G. Petrello serves as President, Chief Executive Officer, Secretary, and Chairman of the Board of Nabors Energy Transition Corp. II (NETD) and is Chairman, President, CEO, and a director of Nabors Industries Ltd. via affiliate Greens Road Energy II LLC that co-owns NETD’s Sponsor . He was an executive and director at NETD at least as of July 13, 2023 (indemnification agreements executed that date), and remains in those roles through November 2025 . NETD is a SPAC; no operating TSR/revenue/EBITDA metrics are disclosed for NETD, and officers receive no cash remuneration prior to any business combination per NETD’s Articles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nabors Energy Transition Corp. II (NETD) | President, CEO, Secretary, Chairman | Since at least Jul 13, 2023 to Nov 2025 | Led a SPAC pursuing energy-transition transactions; oversaw extensions/redemptions and a shift to winding up following failed proposals |
| Nabors Industries Ltd. (via Greens Road control of Sponsor) | Chairman, President, CEO, Director | Ongoing (disclosed in NETD filings) | Provides strategic oversight and affiliation; Nabors-affiliated entities financed NETD overfunding loans and private warrants, aligning sponsor incentives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nabors Industries Ltd. | Chairman, President, CEO, Director | Ongoing (disclosed) | Affiliation influenced NETD’s sponsor structure, financing (overfunding loans), and private warrants; potential conflicts acknowledged in proxies |
Fixed Compensation
NETD is a SPAC; its Articles state no cash remuneration shall be paid to any director prior to consummation of a business combination . Executive officers are covered by indemnification agreements (Petrello among them) executed July 13, 2023 . NETD pays an affiliate of the Sponsor (Nabors Corporate Services, Inc.) a fixed administrative support fee.
| Item | Amount | Timing | Notes |
|---|---|---|---|
| Director cash remuneration | $0 before a business combination | N/A | Articles prohibit cash director pay pre-combination |
| Administrative Support Agreement fee (to Sponsor affiliate) | $15,000 per month | From listing date until business combination or liquidation | For office space, utilities, secretarial/admin support; trust account waived for claims |
| Indemnification agreements | Form executed with Petrello and others | Jul 13, 2023 | Full indemnification and expense advancement to the extent permitted |
Performance Compensation
No performance-based cash or equity compensation is disclosed for NETD executive officers. Founder/Sponsor equity and private placement warrants are the primary incentive levers.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive annual bonus (NETD) | N/A | N/A | N/A | N/A | N/A (no cash remuneration pre-combination) |
| Founder Shares (Sponsor; Petrello controls Greens Road) | N/A | N/A | N/A | Value realized only if business combination completed; otherwise worthless | Lock-up: Founder Shares not transferable until the earlier of 1 year post-combination or $12 price trigger for 20 of 30 trading days, starting ≥150 days post-combination |
| Private Placement Warrants (officers/directors affiliated with Nabors Lux) | N/A | N/A | N/A | Exercise only post-combination; become worthless if liquidated | Lock-up: 30 days after business combination |
Equity Ownership & Alignment
| Metric | Q1 2025 (Record date in proxy) | Q3 2025 (Record date in proxy) |
|---|---|---|
| Class A Ordinary Shares owned (direct) | — (none) | — (none; officers do not own ordinary shares directly) |
| Class F Ordinary Shares beneficially owned (via Sponsor) | 7,475,000 | 7,475,000 |
| Approximate % of outstanding ordinary shares | 19.6% | 35.0% |
| Vested vs. unvested | Founder shares convert upon initial business combination; no exercise within 60 days; otherwise subject to forfeiture/surrender | |
| Pledging/Hedging | 180-day lock-up post IPO prohibits hypothecation, pledge, swaps, etc.; founder shares subject to longer lock-up as above | |
| Ownership guidelines | Not disclosed | Not disclosed |
Additional context:
- Sponsor’s 7,475,000 Class F was acquired for $25,000; implied value depends on completion and market; if winding up, sponsor’s founder shares and warrants receive no trust proceeds .
- Independent directors received founder share grants from Sponsor: 100,000 total (Calhoun, Trauber) on Jul 13, 2023; Richardson received 50,000 on Jun 25, 2024 .
Employment Terms
| Term | Disclosure | Notes |
|---|---|---|
| Employment agreement | Not disclosed | No executive employment contracts are disclosed in proxies/8-Ks |
| Severance / Change-of-control | Not disclosed at NETD level | Target (e2Companies) represented no CoC/severance triggered by BCA, but that is at target; not a NETD officer package |
| Non-compete / Non-solicit | Not disclosed | Insider Letter imposes voting/transfer restrictions, but is not a non-compete |
| Indemnification | Executed Jul 13, 2023 for Petrello and others | Standard indemnification and advancement |
| Registration rights | Registration Rights Agreement executed Jul 13, 2023 (Petrello signed) | For founder shares, private warrants, and related conversions |
| Admin support | $15,000/month to Nabors Corporate Services, Inc. | Office/admin support; no claim against trust account |
Board Governance
- Roles: Petrello is Chairman and CEO, also Secretary; dual-role concentration noted in NETD proxies . Audit committee includes independent directors; audit committee chair is Stephen M. Trauber (appointed Jul 13, 2023) . Colin Richardson (appointed Jun 25, 2024) serves on the audit committee .
- Committees: Articles contemplate Audit, Compensation, and Nominating & Corporate Governance committees to be composed of required independent directors if established .
- Independence: Independent directors (Calhoun, Trauber, Richardson) are designated independent under Nasdaq/SEC rules .
- Attendance rate, executive sessions, Lead Independent Director: Not disclosed.
Director Compensation (NETD Board)
| Component | Amount/Terms |
|---|---|
| Cash retainers | $0 before business combination |
| Equity | Founder shares granted/forfeited to independent directors: 100,000 (Calhoun, Trauber) on Jul 13, 2023; 50,000 to Richardson on Jun 25, 2024 |
| Meeting fees | Not disclosed |
| Committee fees | Not disclosed |
| Ownership guidelines | Not disclosed |
Performance & Track Record
| Event | Date | Detail |
|---|---|---|
| IPO proceeds to trust | Jul 18, 2023 | $308,050,000 deposited in Trust Account (including overfunding loan); units/warrants issued |
| First extension redemptions | Jul 16, 2025 | 16,775,137 public shares redeemed; ~$186.7M removed; 13,724,863 public shares remained |
| Failed indefinite extension & IMTA amendments; subsequent redemptions | Nov 14–17, 2025 | Proposals failed (Votes For: 9.21M vs Against: 11.31M); 8,916,116 additional redemptions; ~$101.1M removed; public shares to be fully redeemed by Dec 3, 2025; delisting expected |
Major achievements and risks:
- Attempted Business Combination with e2Companies; later pivoted to settlement/notes and indefinite extension proposals, which failed; Board intends to maintain existence to receive settlement payments before winding up .
- Sponsor/insider financing and extensions provided runway, but high redemption rates and failed votes indicate execution and investor alignment risk .
Compensation Structure Analysis
- Increase in guaranteed vs at-risk pay: No cash director pay; incentives primarily through founder shares and private placement warrants; these become worthless upon liquidation, signaling at-risk sponsor alignment with completion of a business combination .
- Shift from options to RSUs: Not applicable; SPAC structure uses founder shares and warrants, not RSUs/options to executives (undisclosed).
- Discretionary bonuses despite missing targets: Not applicable; no disclosed bonuses .
- Repricing/modification of equity awards: Not disclosed.
- Related payments: Administrative support fees ($15,000/month) to Sponsor affiliate; loans/overfunding and monthly extension payments by Sponsor; acknowledged conflicts in proxies .
Related Party Transactions and Conflicts
- Administrative Support Agreement: $15,000/month to Nabors Corporate Services, Inc. (Sponsor affiliate) for office/admin support; waived claims on trust account .
- Overfunding Loans: $3,050,000 aggregate loans from Sponsor affiliates to ensure $10.10 per share in trust; repayable or convertible to warrants at $1.00/warrant upon business combination; otherwise payable only from funds outside trust .
- Private Placement Warrants: Officers/directors affiliated with Nabors Lux paid $8,727,510 for 8,727,510 private placement warrants; worthless upon liquidation .
- Insider Letter: Voting commitments, transfer/lock-up restrictions, and prohibition on pledging/swaps in lock-up period; acknowledges potential injunctive relief for breaches .
- Settlement with e2: Refund of $1,631,500 to Nabors Corporate Services with 10% interest if unpaid by Dec 1, 2025; Board expects to distribute net settlement proceeds over time .
Vesting Schedules and Insider Selling Pressure
| Security | Vesting/Lock-up | Selling Pressure Implications |
|---|---|---|
| Founder Shares (Sponsor; Petrello affiliated via Greens Road) | Transfer restricted until 1 year post-combination or earlier $12 trigger for 20 of 30 trading days ≥150 days post-combination | No liquidity pre-combination; liquidation renders founder shares worthless, eliminating selling pressure but also alignment with public shareholders’ trust proceeds (sponsor waives) |
| Private Placement Warrants | Transfer restricted until 30 days post-combination | No liquidity until after a successful combination; liquidation makes warrants worthless |
Equity Ownership & Pledging Detail
- Beneficial ownership: Petrello beneficially owns 7,475,000 Class F shares via Sponsor control; ~35.0% as of Oct 20, 2025 record date; no direct Class A ownership .
- Pledging: Insider lock-up restricts pledging/hypothecation and swaps during 180-day IPO lock-up; founder shares further restricted by longer lock-up .
- Sponsor/insider waivers: Sponsor and insiders waive rights to trust account distributions for non-public shares and warrants upon liquidation .
Board Service History, Committees, Dual-role Implications
- Board service: Petrello signs NETD proxies and 8-Ks as President, CEO, Secretary, Chairman, indicating active executive-chair role .
- Committees: Audit committee with independent directors; Trauber as chair (appointed Jul 13, 2023); Richardson serves on audit (appointed Jun 25, 2024) . Articles set expectations for independent composition of Audit/Compensation/Nominating committees if established .
- Dual-role implications: Combined Chairman/CEO may concentrate power; independence mitigants include independent audit chair and independent directors, but compensation and nominating committee membership details are not disclosed .
Investment Implications
- Alignment: Sponsor/insider economics (founder shares, private warrants, overfunding loans) incentivize completion of a business combination; with liquidation, these securities become worthless and trust proceeds accrue to public shareholders only, reducing misalignment risk but eliminating sponsor upside .
- Retention risk: No disclosed employment contracts, severance, or change-of-control protections for Petrello; governance relies on indemnification and committee oversight; potential continuity risk as NETD winds up after distributing settlement proceeds .
- Trading signals: High redemption rates and failed extension votes preceded expected delisting; full public share redemption implies limited ongoing trading catalysts; sponsor securities and independent director founder grants become worthless, removing insider selling pressure .
- Conflict monitoring: Related party admin fees and Sponsor financing warrant continued scrutiny; however, waivers protect the trust in liquidation; any settlement proceeds will first repay sponsor loans before distributions, affecting timing/value of residual payouts .
Citations: