Todd Jason Kantor
About Todd Jason Kantor
Todd Jason Kantor, 46, has served as a director of T1 Energy (TE) since April 2024. He is Founder, Portfolio Manager and Managing Member of Encompass Capital Advisors LLC, with 24+ years in global energy markets; prior roles include portfolio manager at Citadel’s PioneerPath, senior research analyst at Touradji Capital, and Solstice Equity Management. He holds a B.B.A. in Finance from Emory University’s Goizueta Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Encompass Capital Advisors LLC | Founder, Portfolio Manager & Managing Member | 2012–present | Manages alpha-driven long/short strategies across traditional energy and renewables . |
| Citadel LLC (PioneerPath Capital) | Portfolio Manager | 2008–2012 | Energy-focused fundamental investing . |
| Touradji Capital LP | Senior Research Analyst | 2005–2008 | Commodity and energy research . |
| Solstice Equity Management | Senior Research Analyst & Equity Trader | 2002–2005 | Equity research/trading in energy . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Encompass Capital Advisors LLC | Managing Member | 2012–present | Registered investment adviser; affiliated funds are significant TE holders . |
No other public company directorships disclosed .
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined Mr. Kantor is independent under NYSE standards . |
| Committee memberships | Nominating & Corporate Governance Committee (member) . |
| Committee chair roles | None (not a chair of any standing committee) . |
| Board meeting attendance | Board held 17 meetings in 2024; each incumbent director attended ≥75% of board and committee meetings on which they served . |
| Years of service on TE board | Since April 2024 . |
| Executive sessions | Independent directors meet in executive session at least annually . |
Fixed Compensation
| Description | Company Policy (2024) | Kantor Actual (2024) |
|---|---|---|
| Annual director retainer (cash) | $100,000 | $0 (agreed to receive no compensation) . |
| Audit & Risk Committee chair retainer | $35,000 | N/A (not chair) . |
| Compensation Committee chair retainer | $25,000 | N/A . |
| Nominating & Corporate Governance chair retainer | $25,000 | N/A . |
| Audit & Risk Committee member fee | $20,000 | N/A (not a member) . |
| Compensation Committee member fee | $10,000 | N/A . |
| Nominating & Corporate Governance member fee | $10,000 | $0 (waived) . |
Performance Compensation
| Component | Kantor (2024) | Notes |
|---|---|---|
| Stock awards (RSUs/DSUs) | $0 | No director equity awards disclosed for Kantor in 2024 . |
| Option awards | $0 | None granted to Kantor in 2024 . |
| Director performance metrics | None disclosed (TE director compensation is cash retainer/committee fees; no performance-linked director metrics) . |
Other Directorships & Interlocks
| Entity | Relationship to Kantor/TE | Key Terms/Details | Governance Consideration |
|---|---|---|---|
| Encompass Capital Advisors (funds/accounts) | 5%+ TE holder; Kantor is Managing Member of Encompass | Purchased 5.0M shares of non-voting Preferred Stock for $50.0M on Dec 23, 2024; 6% cash interest; 3-year term; conversion price $2.50; second 5.0M tranche option at TE discretion for $50.0M; senior to common, junior to debt; registration rights . | Related person transaction; subject to Audit & Risk Committee oversight under Related Person Transactions Policy . |
| Amy Jaick (family member) | Sister-in-law of Kantor; TE employee | SVP, Communications; base salary $275,000; eligible for STIP/LTIP; customary confidentiality/IP terms . | Potential related party risk; employment requires Audit & Risk Committee approval/ratification . |
Expertise & Qualifications
- Energy sector investing and portfolio management; deep knowledge across traditional energy and renewables; 24+ years of industry experience .
- Financial analysis and trading background; prior roles at Citadel, Touradji, and Solstice .
- Formal finance education (B.B.A., Emory Goizueta) .
Equity Ownership
| Metric | May 14, 2025 (Record Date) | Oct 21, 2025 (Record Date) |
|---|---|---|
| Common shares beneficially owned | 13,463,268 (via Encompass funds) | 13,463,268 . |
| Warrants beneficially owned | 355,465 exercisable warrants | 355,465 exercisable warrants . |
| Total beneficial ownership (shares + warrants deemed outstanding for % calc.) | 13,818,733 | 13,818,733 . |
| % of outstanding shares | 8.8% (based on 155,938,092 shares) | 8.2% (based on 168,701,196 shares) . |
| Ownership structure note | Kantor, as Managing Member of Encompass Capital Advisors LLC, may be deemed beneficial owner; disclaims except to pecuniary interest . | |
| Hedging/pledging | Company policy prohibits hedging and pledging without approval . |
Governance Assessment
- Independence and engagement: Board affirmed Kantor’s independence under NYSE rules; he serves on the Nominating & Corporate Governance Committee; Board/committee attendance thresholds met in 2024 (≥75%) .
- Ownership alignment: Significant beneficial ownership (13.8M shares/warrants), representing 8.8% in May 2025 and 8.2% in Oct 2025, aligns interests with shareholders .
- Compensation discipline: Kantor agreed to receive no director compensation for 2024 (cash or equity), reducing potential conflicts tied to director pay .
- Related-party exposure (RED FLAGS):
- Encompass Preferred Stock financing ($50M first tranche; 6% cash interest; convertible at $2.50) constitutes a material related person transaction requiring robust Audit & Risk Committee oversight and disclosure compliance .
- Family employment: Sister-in-law employed as SVP Communications (salary $275,000, incentive eligibility) — requires careful monitoring for conflicts and adherence to approval/ratification protocols .
- Policies mitigating risk: Related Person Transactions Policy with Audit & Risk Committee approval; anti-hedging/anti-pledging policy for directors .
- Shareholder sentiment context: Prior say‑on‑pay received 72.8% approval, indicating moderate support for executive pay structure (board-level oversight relevance), though Kantor is not on the Compensation Committee .
Board Governance (Committee Detail Reference)
| Committee | Members | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit & Risk | W. Richard Anderson (Chair), Tore Ivar Slettemoen, Jessica Wirth Strine | 4 | Anderson qualifies as “audit committee financial expert” . |
| Compensation | Daniel A. Steingart (Chair), Tore I. Slettemoen | 6 | Independent; oversees exec and director pay programs . |
| Nominating & Corporate Governance | Jessica W. Strine (Chair), W. Richard Anderson, Todd J. Kantor, Tore I. Slettemoen | 5 | Kantor is a member; committee oversees board composition and governance . |
Director Compensation (Detail for 2024)
| Director | Fees Earned (Cash) | Stock-Based Awards | Other Compensation | Total |
|---|---|---|---|---|
| Todd Jason Kantor | $0 (waived) | $0 | $0 | $0 |
Insider Trades
| Item | Disclosure |
|---|---|
| Form 4 transactions for Kantor | Not disclosed in the 2025 proxy; refer to SEC filings for current Form 4 activity (table of contents indicates sections; no Form 4 data within proxy). |
Related Party Transactions (Company Overview Items Involving Board/5% Holders)
| Transaction | Counterparty | Key Terms | Relevance |
|---|---|---|---|
| Encompass Preferred Stock Purchase Agreement | Encompass Capital Advisors LLC (5%+ holder; affiliated with Kantor) | $50M first tranche for 5.0M non-voting preferred; 6% interest; 3-year term; $2.50 conversion; option for second $50M tranche; senior to common . | Financing interlock; potential conflict; subject to Related Person Transactions Policy . |
| Employment of Amy Jaick | Sister-in-law of Kantor | SVP Communications; $275,000 base; incentive eligibility . | Related person employment; oversight by Audit & Risk Committee . |
Expertise & Qualifications
- Investment and energy markets expertise; leadership in fund management and energy transition investing .
- Financial acumen; bottom-up fundamental analysis across the energy complex .
- Governance role on Nominating & Corporate Governance Committee .
Equity Ownership Alignment Summary
- Beneficial ownership via Encompass funds totals 13,818,733 (shares + warrants deemed outstanding), 8.8% in May 2025 and 8.2% in Oct 2025; warrants: 355,465 .
- Disclaims beneficial ownership except to pecuniary interest .
- Anti-hedging/anti-pledging policy applies to directors .
Governance Assessment
- The combination of independence, significant equity ownership, and waived director compensation supports alignment, but financing interlocks and family employment require continued vigilant oversight through established policies and committee processes. Audit & Risk Committee oversight and transparent disclosure mitigate, but do not eliminate, perceived conflict risks .