Stephen M. Trauber
About Stephen M. Trauber
Stephen M. Trauber is an independent director of Nabors Energy Transition Corp. II (NETD) appointed July 13, 2023, and serves as Audit Committee Chair . He is a veteran energy investment banker, currently Managing Director and Chairman & Global Head of Energy and Clean Technology at Moelis & Company; his prior roles include Vice Chairman & Global Co‑Head of Natural Resources and Clean Energy Transition at Citi, and Global Head of Energy at UBS; he holds a BA in Economics and Managerial Studies from Rice University and an MBA from Northwestern’s Kellogg School of Management . He is an experienced board member across energy and clean technology sectors .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Moelis & Company | Managing Director; Chairman & Global Head of Energy & Clean Technology | Current | Leads global energy and clean tech coverage, >35 years banking experience |
| Citigroup | Vice Chairman & Global Co‑Head, Natural Resources & Clean Energy Transition | Prior | Built Citi’s Clean Energy Transition business |
| UBS Investment Bank | Vice Chairman & Global Head of Energy | Prior | Led global energy investment banking |
| Morgan Stanley | Managed Energy Group (Houston) | Prior | Led Houston energy banking team |
| Credit Suisse | Investment Banking | Prior | Early career platform |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Global Geophysical Services | Director | Current | Board member |
| Geophysical Technology Inc. | Director | Current | Board member |
| NXTClean Fuels | Director | Current | Board member (formerly NEXT Renewable Fuels) |
| New ASEAN Energy | Director | Current | Independent director |
| Odyssey Trust Company | Director | Current | Board member |
| Aon (M&A & Transaction Solutions) | Advisory Director | Current | Advisory Board member |
| Last Energy | Advisory Director | Current | Advisory role |
| Jones Graduate School of Business (Rice) | Board of Advisors | Current | Advisor/Overseer |
Board Governance
- Committee memberships: Audit Committee (Chair) since appointment July 13, 2023 . The Audit Committee must meet at least once every financial quarter and reviews related‑party transactions under NETD’s Articles .
- Independence: Determined independent under Nasdaq and SEC rules at appointment .
- Years of service: Director since July 13, 2023 .
- Indemnification: Company entered into standard indemnification agreements with directors including Mr. Trauber on July 13, 2023 .
- Attendance/engagement: Specific attendance rates are not disclosed; Articles state a director absent from three consecutive board meetings without leave may vacate office .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $0 prior to consummation of a business combination | |
| Committee chair fee | Not disclosed; no cash paid prior to business combination | |
| Meeting fees | Not disclosed; directors are entitled to reimbursement of travel/meeting expenses |
Performance Compensation
| Metric Type | Details | Notes |
|---|---|---|
| Performance-based bonus metrics | Not disclosed | No director cash pay prior to business combination; no PSU/option performance metrics disclosed |
| Equity performance conditions | Class F founder shares convert into Class B at business combination; not performance‑metric based | Conversion mechanics disclosed; no TSR/EBITDA/ESG metrics stated |
Director Equity Grants and Terms
| Equity Type | Grant Date | Shares | Terms | Implied Value |
|---|---|---|---|---|
| Class F Founder Shares | July 13, 2023 | 50,000 | Issued from Sponsor forfeiture to independent directors; convert to Class B at business combination, subject to forfeiture/surrender; convertible into Class A one‑for‑one at holder option subject to adjustment | ~$553,500 calculated using $11.07 per Class A (50,000 × $11.07) |
Note: Proxy states independent directors in aggregate hold 150,000 Class F shares, implying aggregate value ~$1,660,500 at $11.07; per‑director value shown is a calculation from disclosed inputs .
Equity Ownership
| Holder | Class A Shares | Class F Shares | % of Outstanding Ordinary Shares |
|---|---|---|---|
| Stephen M. Trauber | — | 50,000 | <1% (*) |
| All executive officers and directors (6) | 1,000 | 7,625,000 | 35.7% |
(*) Less than one percent, as disclosed . Class F shares will convert to Class B at business combination; Class B then convertible to Class A one‑for‑one at holder option subject to adjustment .
Other Directorships & Interlocks
| Company | Relationship to NETD | Potential Interlock/Conflict |
|---|---|---|
| Nabors Industries affiliates | NETD Sponsor affiliate; Greens Road entity is owned primarily by management including Mr. Trauber | Indicates indirect pecuniary interest via Greens Road ownership in Sponsor |
| e2Companies (proposed target) | Corporate Services Agreement with Nabors Corporate (Sponsor affiliate), not contingent on deal closing | Affiliation may create related‑party considerations; Audit Committee reviews such transactions |
Expertise & Qualifications
- Deep energy M&A and capital markets expertise (>35 years), lead advisor on >$700–$800B of energy transactions including landmark deals; extensive IPO, ECM/DCM experience .
- Governance and audit oversight experience as NETD Audit Chair; board experience across multiple energy and clean tech boards .
Equity Ownership Alignment Assessment
- Alignment: Holds founder equity (Class F) aligning with outcome of a business combination via conversion to Class B then Class A .
- Pledging/Hedging: Not disclosed.
- Ownership guidelines: Not disclosed.
- Vested vs unvested: Founder shares subject to forfeiture and surrender per Articles; convert upon business combination .
Governance Assessment
- Strengths:
- Independent status and audit chair role; committee charter requires quarterly meetings and related‑party oversight .
- No cash compensation before business combination reduces near‑term pay conflicts; equity grants transparent via proxy .
- Risks/Red Flags:
- Founder share incentives (Class F) for independent directors (aggregate 150,000) can bias toward completing any deal rather than liquidating; Sponsor’s potential to profit even if Class A loses value confirms incentive misalignment risk .
- Indirect interest in Sponsor via Greens Road ownership (includes Mr. Trauber) introduces potential conflict with public shareholders in extension/redemption decisions and target selection .
- Affiliated arrangements with proposed target (e2) via Nabors Corporate Services Agreement (benefits Sponsor/Nabors affiliates) heighten related‑party exposure—places high importance on robust Audit Committee conflict review .
- Engagement/Attendance:
- Specific attendance rates not disclosed; Articles enforce removal for repeated absence to support engagement expectations .
Supporting Disclosures
- Appointment, independence, audit chair assignment, indemnification agreements .
- Beneficial ownership tables and share counts .
- Founder share conversion mechanics .
- No cash remuneration prior to business combination; expense reimbursement .
- Sponsor and independent director interests and implied valuations/incentives .
- Audit Committee responsibilities and related‑party review requirement .