James M. Vanderhider
About James M. Vanderhider
Independent director at 374Water Inc. (Nasdaq: SCWO); age 67; director since 2022. Former Principal, EVP & CFO of EnerVest, Ltd. (1996–2018), with deep capital-raising experience and CPA credentials; designated audit committee financial expert. Current roles include President of Aspen View GP, LLC and managing member at Container Holdings, LLC; holds a BBA in Accounting from Texas A&M University and is a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnerVest, Ltd. | Principal, EVP & CFO | 1996–2018 | Led raising >$8B in private equity and >$12B total institutional capital; oversight of institutional investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aspen View GP, LLC | President | Since Dec 2018 | General partner for family limited partnerships |
| Container Holdings, LLC (EMS) | Managing Member | Since 2023 | Shipping/storage container solutions business |
| Foundation of Goodwill Industries of Houston | President; Audit Committee member | Current | Non-profit leadership and audit oversight |
| Midway Companies | Advisory Board | Since 2019 | Real estate investment advisory |
| Public company boards | — | — | None disclosed in SCWO proxy filings |
Board Governance
- Independence: Determined independent under Nasdaq rules; serves with an independent Chair (Deanna Rene Estes) .
- Committee assignments and chairs:
- Audit Committee Chair; committee members are independent and financially literate; Vanderhider and Estes qualify as audit committee financial experts .
- Compensation Committee Chair; all members independent and non-employee directors .
- Nominating & Corporate Governance Committee: not a member (committee chaired by BJ Penn) .
- Attendance and engagement: In 2024, the Board met 20 times (10 regular, 10 special); committees met Audit (4), Compensation (2 + 1 written consent), Nominating (1). No incumbent director attended <75% of meetings; all directors attended the 2024 annual meeting .
- Policies enhancing governance:
- Insider trading policy prohibits hedging and short sales for directors, officers, employees .
- Clawback policy adopted per Nasdaq/SEC; 3-year lookback for incentive comp on restatements; no indemnification for recoveries .
- Audit Committee charter includes oversight of related-party transactions and risk management .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Detail |
|---|---|---|
| Cash fees | $0 | No cash retainer paid in 2024 |
| Stock awards | $41,200 | Fully vested RSU award of 40,000 shares granted Nov 15, 2024; fair value per ASC 718 |
| Option awards | $0 | No new options in 2024; holds prior options |
| Other/Consulting | $0 | None disclosed for Vanderhider |
| Total | $41,200 | Director compensation for 2024 |
| Equity Instruments Held (as of Dec 31, 2024) | Quantity |
|---|---|
| Unexercised stock options | 20,000 |
Performance Compensation
| Element | Presence | Notes |
|---|---|---|
| Performance-linked equity/bonus (director) | None disclosed | 2024 director RSUs were fully vested; no performance conditions for non-employee director awards |
Other Directorships & Interlocks
| Company | Role | Interlock/Committee |
|---|---|---|
| None disclosed | — | — |
- Compensation Committee interlocks: None; no relationships requiring disclosure under Item 404; no executive officer cross-committee interlocks .
Expertise & Qualifications
- Capital formation and investor relations: Led initiatives for raising >$8B private equity and >$12B institutional capital at EnerVest; strong pension/endowment/family office relationships .
- Financial literacy and compliance: CPA; qualifies as audit committee financial expert per Item 407(d)(5)(ii) .
- Operational leadership: Senior finance and executive roles across energy and industrial businesses .
- Non-profit and advisory governance: President and audit committee member at Goodwill Industries of Houston; advisory board member at Midway Companies .
Equity Ownership
| Metric | Mar 31, 2025 | Oct 21, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 1,855,000 | 1,985,000 |
| Ownership % of outstanding | 1.3% (out of 144,682,963) | 1.2% (out of 169,248,799) |
| Directly owned shares | 40,000 | 170,000 |
| Aspen View LP (controlled) | 1,420,000 | 1,420,000 |
| Warrants (exercisable) | 375,000 | 375,000 |
| Options (exercisable/within 60 days) | 20,000 | 20,000 |
| Voting/dispositive power over Aspen View LP | Sole power disclosed | Sole power disclosed |
Insider Trades
| Date | Security | Transaction Type | Shares | Notes |
|---|---|---|---|---|
| Aug 28, 2025 | Common Stock (RSUs) | Form 4 Code “A” (award) | 130,000 | Form 4 reflects RSU grants; filing shows award(s) with vesting terms (one fully vested; one vesting by Aug 28, 2026) |
Governance Assessment
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Strengths
- Independent director with dual chair roles (Audit and Compensation) and formal designation as audit committee financial expert; supports board effectiveness in financial oversight and pay governance .
- Active board/committee cadence and full director engagement (no <75% attendance; all directors attended annual meeting), indicating strong participation and oversight .
- Robust policies: anti-hedging/short sales prohibition and SEC/Nasdaq-aligned clawback enhance alignment and accountability .
- Meaningful ownership and sole control over Aspen View LP stake signal “skin-in-the-game” and alignment (1.2–1.3% beneficial ownership) .
-
Watch items / RED FLAGS
- Material weakness remediation underway per Audit Committee report; as Audit Chair, Vanderhider oversees remediation—investors should monitor closure status and internal control enhancements .
- Significant potential increase in non-employee director compensation limit—from $50,000 to $300,000 per year—approved in plan amendments; risk of pay inflation and equity-heavy compensation for directors if utilized aggressively .
- Capital structure actions: authorization increased to 1,000,000,000 shares (June 2025 approval) and late-2025 reverse split proposal to address Nasdaq minimum bid price compliance; both signal dilution risk management and listing maintenance priority .
- Related-party transaction oversight concentrated in Audit Committee; while no Vanderhider-specific related-party transactions are disclosed, continued vigilance is needed given prior third-party manufacturing relationship with a former director and board participation in the Nov 2024 offering .
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Compensation structure observations
- 2024 director pay was entirely equity ($41,200 fully vested RSUs; no cash retainer), which aligns interests but lacks performance linkage; investors may prefer deferred or PSU-based director equity to reinforce long-term orientation .
-
Independence and interlocks
- No compensation committee interlocks or Item 404 relationships disclosed; board regained Nasdaq independent director compliance by adding Stephen Jones in April 2025 .
Overall implication: Vanderhider’s deep financial expertise and chair roles strengthen oversight of controls and compensation. However, control remediation, broadened equity plan capacity, and the expanded director pay cap warrant monitoring to ensure board discipline on pay, dilution, and listing compliance .