Colleen Calhoun
About Colleen Calhoun
Colleen Calhoun is an independent director of Nabors Energy Transition Corp. II (NETD), appointed in connection with the company’s IPO in July 2023. She brings 25+ years in energy and clean-tech investing/operations, including senior roles at GE, Spruce Power/XL Fleet, and as Operating Partner at The Engine; she holds a BSE in Engineering (University of Pennsylvania) and an MBA (University of Michigan). She was 56 at the time of NETD’s S-1 (June 2023), and was designated “independent” under Nasdaq standards; she has served on the audit committee since listing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Engine | Operating Partner | Apr 2023 – present | Climate/advanced systems investing; operating oversight . |
| Spruce Power (formerly XL Fleet) | Vice President; General Manager, XL Grid | Jan 2021 – Feb 2023 | Led grid/fleet electrification division operations . |
| Helios Consulting, LLC | Founder & Principal Advisor | Nov 2019 – Dec 2020 | Advisory in energy/clean-tech . |
| GE Current (GE) | Chief Marketing Officer & Head of Business Development; earlier Head of Business Development & Partnerships | Jan 2016 – Oct 2019 | Instrumental in 2019 divestiture; partnerships strategy . |
| GE Ventures (GE) | Global Senior Director, Energy Ventures | Jan 2013 – Dec 2015 | Energy venture investments/portfolio . |
| GE Power & Water | Executive Director, Marketing, Strategy & Project Development | Oct 2010 – Dec 2012 | Strategy and project development leadership . |
| GE Energy Financial Services | Managing Director, Global Growth Markets | Jan 2006 – Sep 2010 | Emerging markets energy finance leadership . |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Nabors Energy Transition Corp. (NETC I) | Director | Present (as of S-1) | Sister SPAC sponsored by Nabors affiliates; sponsor overlap with NETD . |
| Quaise, Inc. | Director | Present (as of S-1) | Private geothermal technology company . |
| Evergreen Climate Innovations (f/k/a Clean Energy Trust) | Director | Until Feb 2023 | Non-profit climate innovation support . |
| NYSERDA REV Connect | Advisory Board | Prior service | State energy market advisory role . |
Board Governance
- Independence and tenure: Calhoun is designated an independent director under Nasdaq rules and SEC definitions; she joined the board at IPO in 2023 .
- Committee assignments: Member, Audit Committee (since listing). Audit Chair is Stephen M. Trauber; board intended to add a third independent within one year of the IPO. Audit Committee oversees auditor engagement, related-party review, and quarterly review of insider reimbursements .
- Compensation/Nominating committees: As a “controlled company,” NETD did not establish a compensation committee pre-business combination; only the audit committee was maintained post-IPO .
- Classified board and control features: Board is divided into Classes I–III with staggered terms. Prior to a business combination, holders of Class F founder shares (sponsor and independent directors) have the exclusive right to appoint/remove directors, and directors may vote on interested transactions with disclosure; related-party transactions require Audit Committee review and, for business-combination matters, approval by uninterested independent directors .
- Meeting attendance: Not disclosed in available filings.
Fixed Compensation
| Component | 2023–pre-Business Combination Policy/Amount | Source |
|---|---|---|
| Annual cash retainer (Board) | $0 (no cash compensation pre-business combination) | . |
| Meeting fees | $0 | . |
| Committee retainers/fees | $0 | . |
| Administrative support fee | $15,000 per month reimbursed to sponsor/affiliate (not to individual directors) | . |
| Out-of-pocket reimbursements | Allowed for company-related activities; quarterly audit committee review | . |
Notes:
- Directors, officers and employees are not paid additional solicitation compensation in proxy processes .
Performance Compensation
- No director performance-based cash bonuses, PSUs, options, or ESG/TSR metrics are disclosed for NETD directors pre-business combination. Compensation is primarily via founder equity issued at nominal cost and potential private placement warrant purchases by “certain officers and directors” (not itemized by individual) .
Founder equity economics (per director):
| Instrument | Shares | Original Purchase Price | Convertibility/Vesting | Implied Value Reference |
|---|---|---|---|---|
| Class F Founder Shares (per independent director) | 50,000 | Part of aggregate $290 paid by three independent directors for 150,000 shares (≈$96.67 per 50,000 block) | Automatically convert to Class B at business combination; not entitled to redemption | Total implied value of 150,000 Class F = $1,702,500 at $11.35 reference price on Oct 23, 2025; per director ≈$567,500 implied . |
- Private placement warrants: Nabors Lux and “certain” officers and directors purchased 8,727,510 Private Placement Warrants for $8,727,510; not broken out by individual. Such warrants are exercisable 30 days post-business combination at $11.50 per share; if the company winds up, these become worthless .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Nabors Energy Transition Corp. (NETC I) | Public SPAC | Director | Same sponsor complex (Nabors Lux/Greens Road); sponsor and affiliates control founder shares across SPACs . |
| Quaise, Inc. | Private | Director | No disclosed related-party transactions with NETD . |
| Evergreen Climate Innovations | Non-profit | Former Director (to Feb 2023) | No disclosed NETD interlock . |
Expertise & Qualifications
- Energy and clean-tech investing/operations (GE Ventures energy portfolio, GE Current CMO/BD lead through 2019 divestiture; grid/fleet electrification leadership at Spruce/XL Fleet) .
- Global energy finance (GE Energy Financial Services—growth markets), project development and strategy (GE Power & Water) .
- Education: BSE Engineering (University of Pennsylvania); MBA (University of Michigan) .
Equity Ownership
| Holder | Class A Shares | Class F Founder Shares | % of Outstanding | Notes |
|---|---|---|---|---|
| Colleen Calhoun | 0 | 50,000 | <1% | Based on 21,349,863 total shares outstanding (13,724,863 Class A; 7,625,000 Class F) as of Oct 20, 2025 record date; founder shares are not redeemable and convert at business combination . |
Other capital structure context and alignment:
- Sponsor purchased 7,475,000 Class F founder shares for $25,000. Independent directors collectively own 150,000 Class F shares issued for an aggregate $290; at a $11.35 Class A reference price (Oct 23, 2025), those 150,000 shares imply ~$1.70M of value; founder shares would be worthless if the company liquidates without a deal .
No pledges/hedges, options balances, or insider Form 4 trading by Ms. Calhoun were disclosed in the reviewed filings.
Governance Assessment
Strengths
- Independent status with deep domain expertise; service on the Audit Committee provides oversight of related-party transactions, auditor independence, and quarterly review of insider reimbursements .
- Extensive energy/clean-tech strategy and financing background likely accretive to evaluating targets or post-IPO strategic alternatives .
Risk indicators and potential conflicts
- Founder-share economics: Ms. Calhoun’s founder shares were issued at nominal cost and can have substantial implied value upon a business combination, creating potential misalignment with public shareholders’ redemption interests; filings explicitly acknowledge conflicts for directors and officers in recommending shareholder votes on extensions/IMTA amendments .
- Controlled-company exemptions and pre-combination governance: Class F holders (sponsor and independent directors) can appoint/remove directors pre-combination; compensation committee not established; directors may vote on interested transactions with disclosure, although the Audit Committee must review related-party transactions and uninterested independents must approve certain transactions .
- Warrant participation by “certain” officers/directors (not itemized) adds optionality to insiders at the expense of public dilution if a deal closes; worthless upon liquidation .
Contextual signals
- In Oct 2025 DEF 14A, the board sought to delete the business-combination requirement and extend the company indefinitely, while enabling withdrawals of trust interest to cover expenses; filings repeatedly flag director/officer financial interests in these proposals, underscoring conflict-management importance and audit oversight reliance .
RED FLAGS
- Founder shares granted at de minimis price to independent directors; implied seven-figure value contingent on avoiding liquidation .
- Pre-combination director election rights concentrated with Class F; limited committee structure and controlled-company exemptions .
- Explicitly acknowledged board conflicts in extension/IMTA proposals; reliance on uninterested audit oversight .
Skipped (not disclosed): director attendance rates; cash retainers/meeting fees by individual; performance-based director metrics; stock ownership guidelines; pledging/hedging; Form 4 trading detail.
Citations:
- Biography/age/education/roles: .
- Independence/committees: .
- Related-party and conflict processes: .
- Equity ownership and founder-share issuance/value: .
- Administrative fee and compensation policy: .
- Extraordinary meeting/extension and conflict acknowledgments: .