Christopher Sorrells
About Christopher Sorrells
Christopher Sorrells is Chief Executive Officer and Chairman of Spring Valley Acquisition Corp. II (SVII). He has over 20 years in sustainability investing and operations, including service as Lead Director and Compensation Committee Chair of Renewable Energy Group (acquired by Chevron in 2022) where revenues grew from ~$85M (2008) to >$3.0B (2021) and the stock was acquired at $61.50 per share, and as a board member of NuScale Power until May 2024 and ENGlobal Corporation . Education: MAcc (USC), MBA (William & Mary), BA (Washington & Lee) . He currently serves as CEO/Chair of SVII; the board’s independent directors are David Buzby, Richard Thompson, and Sharon Youngblood .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Renewable Energy Group (REGI) | Lead Director; Comp Committee Chair | Until Jun 2022 | Led financing that created REGI; revenues grew from ~$85M (2008) to >$3.0B (2021); acquired by Chevron for $61.50/sh |
| NuScale Power Corporation | Director | Until May 2024 | Post-SPAC director through 2024 |
| ENGlobal Corporation | Director; Committee Member | Current | Public board service in engineering services |
| GSE Systems; groSolar; Community Energy; Living Earth | Executive/Director roles | n/a | Operating and board roles across sustainability platforms |
| NGP ETP (NGP Energy Capital affiliate) | Managing Director; Operating Partner | n/a | Helped grow one of the most successful sustainability-focused private equity funds |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| Pearl Energy Investments | Time allocated to sourcing sustainability-focused investments for Pearl’s PE funds | Disclosed outside role |
| Prior/directorships | REGI (Lead Director), NuScale (Director), ENGlobal (Director) | See above |
Fixed Compensation
| Component | 2024 | Policy/Notes |
|---|---|---|
| Base Salary | — | SVII discloses that none of its executive officers or directors received cash compensation prior to a business combination; the Company reimburses an affiliate of the Sponsor $10,000/month for office/admin services . |
| Target Bonus % | — | No cash bonus program disclosed pre-business combination . |
| Actual Bonus | — | Not applicable . |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Price-based vesting (Sponsor founder shares) | n/a | $12.50 share price for any 20 of 30 trading days, 120+ days post-close and within 5 years | n/a | 25% of Sponsor’s founder shares vest upon trigger; unvested forfeited at 5-year anniversary. Applies at Sponsor level; not an individual grant to Sorrells . |
SVII discloses no RSU, PSU or option awards to executive officers pre-business combination; performance exposure is primarily through Sponsor equity mechanics and lock-ups .
Equity Ownership & Alignment
| Holder | Class A Shares | % Outstanding | Notes |
|---|---|---|---|
| Spring Valley Acquisition Sponsor II, LLC | 7,546,667 (includes 1 Class B) | 76.4% | Sponsor controls majority of outstanding shares; controlled by Pearl Energy Investment II, L.P. (William J. Quinn) . |
| Christopher Sorrells (personal beneficial ownership) | — | — | No shares reported as beneficially owned by Sorrells in SVII’s beneficial ownership table . |
| Independent Directors (each) | 40,000 (converted from Class B) | * | Founder shares transferred in 2021 and converted to Class A in 2024; subject to lock-up . |
- Vested vs unvested: Sponsor founder shares include a 25% tranche subject to the $12.50 vesting trigger; remaining unvested forfeited at 5 years post-combination .
- Pledging/Hedging: No pledging or hedging disclosures identified for Sorrells; standard founder share lock-ups apply .
- Ownership guidelines: No executive stock ownership guidelines disclosed .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | No employment agreement for Sorrells is disclosed in SVII filings; Company states no cash compensation to execs pre-business combination . |
| Severance; Change-of-Control | No severance or change-of-control provisions disclosed for Sorrells . |
| Non-compete / Non-solicit | Not disclosed . |
| Clawback | Company adopted a clawback policy for executive incentive compensation on Mar 27, 2024 . |
Board Governance
| Topic | Disclosure |
|---|---|
| Roles | Sorrells serves as both CEO and Chairman . |
| Independence | Independent directors identified: Buzby, Thompson, Youngblood . |
| Committees | Audit (Chair: Thompson), Nominating (Chair: Buzby), Compensation (Chair: Youngblood); comprised of independent directors . |
| Meeting attendance | Not disclosed. |
| Lead Independent Director | Not disclosed. |
| Executive sessions | Not disclosed. |
Director Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Cash Retainer | — | No cash compensation to directors pre-business combination . |
| Equity | 40,000 founder shares each to independent directors (converted to Class A in 2024) | Subject to lock-ups and transfer restrictions . |
| Meeting fees / Chair fees | — | Not disclosed; no cash compensation pre-business combination . |
Related Party & Incentive Structures
- Sponsor Admin Fee: $10,000/month to an affiliate of the Sponsor for office/admin services .
- Extension Contributions: Sponsor agreed to deposit up to $150,000/month into the Trust (max $3.15M) during 2024; $1.5M contributed through Dec 31, 2024 .
- Non-Redemption Agreements: Sponsor agreed to transfer/issue up to 691,666 founder shares to third parties who refrained from redeeming in Nov 2024 extension vote .
- Warrants/Rights Overhang: 11.5M public warrants, 13.35M private placement warrants, and 2.3M rights outstanding; potential dilution post-combination .
Performance & Track Record
| Area | Evidence |
|---|---|
| Sustainability operating/investing track record | Led creation/financing of REGI with revenue expansion and takeout; multiple sustainability board and operating roles . |
| SVII status (as of FY2024) | Blank check (shell) with $25.55M in Trust post redemptions; going-concern risk disclosed; heavy shareholder redemptions in 2024 . |
| Market pricing (reference data) | Public shares closed at $12.69 on Sep 29, 2025 in connection with an extension proxy . |
Compensation Committee Analysis
- Composition: Independent directors Buzby, Thompson, Youngblood; chartered to oversee executive/directory pay post-combination .
- Consultants: No use of independent compensation consultants disclosed .
- Pre-combination pay: No executive cash comp; equity incentives are at Sponsor level; potential for future compensation post-combination to be determined by the post-close board .
Risk Indicators & Red Flags
- CEO + Chairman dual role may raise independence/oversight concerns; mitigated by independent committees .
- Sponsor control: Sponsor beneficially owns ~76.4% of outstanding shares; strong influence over outcomes, including shareholder votes and potential share purchases to facilitate approvals .
- Delisting/extension risk: Nasdaq rules required completion within 36 months; company disclosed imminent risk of suspension/delisting and related adverse consequences absent timely business combination .
- Going concern: Substantial doubt disclosed if no business combination is completed by Oct 17, 2025 .
- Dilution overhang from rights/warrants; sponsor and non-redemption share transfers create additional overhang .
Say-on-Pay & Shareholder Feedback
- No say-on-pay voting history disclosed; as a SPAC, SVII reported no executive compensation pre-business combination and is an emerging growth company .
Expertise & Qualifications
- Degrees: MAcc (USC), MBA (The College of William & Mary), BA (Washington & Lee) .
- Skills: 20+ years across sustainability investing/operations; prior leadership roles; board leadership with compensation oversight experience .
Equity Ownership & Beneficial Ownership (Detail)
| Name | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Spring Valley Acquisition Sponsor II, LLC | 7,546,667 | 76.4% |
| Christopher Sorrells | — | — |
| David Buzby | 40,000 | * |
| Richard Thompson | 40,000 | * |
| Sharon Youngblood | 40,000 | * |
(*) Less than 1%.
Employment Terms
| Item | Status |
|---|---|
| Start date; tenure | Not disclosed . |
| Contract term; auto-renewal | Not disclosed . |
| Severance; CoC | Not disclosed . |
| Non-compete; non-solicit | Not disclosed . |
| Post-termination arrangements | Not disclosed . |
Investment Implications
- Alignment/skin-in-the-game: Sorrells has no personally reported beneficial ownership in SVII; alignment is primarily via Sponsor economics and founder share vesting mechanics at the Sponsor level (25% price-vesting at $12.50), but Sponsor is controlled by Pearl (William J. Quinn), not Sorrells . This can dilute direct individual alignment signals.
- Control and incentives: Sponsor’s ~76% stake, non-redemption share transfers, and ability to purchase public shares to influence votes create strong incentives to complete a deal and manage vote dynamics; these can weaken minority shareholder influence and signal potential post-close dilution risk .
- Retention risk: No disclosed employment agreement, severance, or CoC protections for Sorrells; retention hinges on future post-combination agreements .
- Execution risk: High redemptions reduced trust to $25.55M and going-concern/delisting risks elevate pressure to transact; future capital raises and warrant/right conversion could be dilutive .