Robert Pender
Venture GlobalAbout Robert Pender
Robert (Bob) Pender, age 71, is Executive Co‑Chairman of Venture Global, Inc.’s Board and a co‑founder; he has served on the Board since 2023 and previously was Co‑CEO of the operating subsidiary VGLNG prior to October 2020 . A lawyer by training, he specialized for over 28 years in alternative energy project finance and led more than $35 billion of energy, infrastructure and power transactions across LNG, nuclear, wind, hydro, biomass and geothermal, including sovereign engagements (India, Ecuador, Guyana, China) and significant pro bono work (American Red Cross, Accion, Haiti) . Key recent company performance context: FY 2024 net income was $1.746 billion , and Q1 2025 Consolidated Adjusted EBITDA was $1,346 million versus $693 million in Q1 2024 . He also serves as Managing Partner of Venture Global Partners II, LLC (VG Partners), the Company’s controlling shareholder .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Venture Global, Inc. | Executive Co‑Chairman of the Board; Director | Since 2023 | Board leadership; co‑founder; oversight of comp/governance committees membership |
| Venture Global LNG, Inc. (VGLNG) | Officer: Executive Co‑Chairman; Board: Executive Co‑Chairman | Officer since Oct 2020; Board since Aug 2014 | Guided development/financing of LNG infrastructure through reorganization and scale‑up |
| Venture Global LNG, Inc. (VGLNG) | Co‑Chief Executive Officer | Prior to Oct 2020 | Co‑led operating subsidiary through early project phases and financing |
| VG Partners (controlling shareholder) | Managing Partner | Ongoing | Controls Class B voting power; strategic capital and governance influence |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hogan Lovells | Partner; Chair & Practice Group Director, Project & International Finance | ~10 years (within 28+ years legal career) | Led large‑scale energy infrastructure transactions across Americas and South Asia; $35B+ projects |
| Government of India (Ministry of Power); Republics of Ecuador & Guyana; PRC SOEs (Sinosure, CDB) | Counsel/Advisor on energy & infrastructure | Various | Structured sovereign energy financings and project risk allocations |
| American Red Cross; Accion; Republic of Haiti | Pro bono support (energy security; micro‑finance; disaster relief) | Various | Advisory and legal support to Haiti’s energy security initiatives and global relief/micro‑finance programs |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $2,498,252 | $3,500,000 |
| Bonus ($) | $26,000,000 | $25,000,000 (annual performance bonus) |
| All Other Compensation ($) | $37,967 | $31,384 (incl. personal aircraft use $9,154) |
| Total ($) | $28,536,219 | $28,531,384 |
Notes:
- 2024 “All Other Compensation” includes corporate aircraft personal use cost; employee perquisites are disclosed and valued at incremental cost; personal security is primarily provided for CEO Sabel and not disclosed for Pender beyond aircraft usage .
- Employees directors do not receive additional compensation for Board service .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Performance Bonus | Not specifically disclosed (paid for achievement of financial/operating objectives) | Not disclosed | Not disclosed | $25,000,000 paid for FY 2024 | Cash; not subject to equity vesting |
| Project Milestone Bonuses | Project milestones (defined by program) | Not disclosed | Not disclosed | Eligibility stated; specific FY 2024 payout for Pender not disclosed | Cash; milestone‑based |
Program design notes:
- Company states it “does not use financial performance measures to link executive compensation” in its Pay‑Versus‑Performance disclosure (reflecting 2024 pre‑IPO context); compensation decisions consider broader factors and discretionary elements .
- Incentives include cash‑based milestone awards and, post‑IPO, equity under the 2025 Omnibus Incentive Plan (no FY 2024 equity grants to NEOs) .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Class A Shares Beneficially Owned | 234,500 shares; <1% |
| Class B Shares Beneficially Owned | 1,968,604,458 shares via VG Partners; 100% of Class B; deemed voting/dispositive power as Managing Partner |
| % of Total Voting Power | 98% (Class A + ten‑vote Class B combined) |
| Options/RSUs Outstanding (12/31/2024) | None; Messrs. Sabel and Pender held no outstanding equity awards at year‑end |
| Shares Pledged as Collateral | Insider trading policy covers pledging; no specific pledge disclosure for Pender in the proxy |
| Insider Trading/Hedging Policy | Insider trading, hedging, derivatives, and pledging policy filed with 2024 Form 10‑K (Exhibit 19 referenced) |
| Clawback Policy | Financial Restatement Compensation Recoupment Policy adopted Jan 24, 2025; Board‑mandated recovery of erroneously awarded compensation; no indemnification or gross‑up on clawback |
Security ownership context: As of March 25, 2025, there were 451,009,393 Class A and 1,968,604,458 Class B shares outstanding; Pender’s deemed control of Class B via VG Partners drives outsized voting power alignment but raises governance concentration considerations .
Employment Terms
| Term | Pender Agreement |
|---|---|
| Effective Date | January 10, 2025 (effective in connection with IPO) |
| Position/Reporting | Executive Co‑Chairman; reports to Board |
| Base Salary | $3,500,000 |
| Incentive Eligibility | Annual incentive program; Project Milestone Bonuses; Omnibus Incentive Plan participation |
| Perquisites | Corporate aircraft per policy; personal security protective services at Company expense |
| Contract Term | Indefinite; terminable by either party at any time |
| Severance | Upon any termination (incl. death/disability), only accrued compensation/benefits; no severance multiple |
| Change‑in‑Control | No automatic payments solely upon CIC; plan permits treatment of awards, but Pender had no outstanding awards at 12/31/2024 |
| Restrictive Covenants | Company has restrictive covenant agreements for certain NEOs “other than Messrs. Sabel and Pender”; no non‑compete/non‑solicit applicable to Pender under that policy |
| Governing Law | Virginia |
Related agreements:
- Amended & Restated Shareholders’ Agreement (Jan 27, 2025) grants Pre‑IPO holders (including VG Partners) demand/piggyback registration rights, implying potential secondary supply overhang .
Board Governance (Director Service, Committees, Independence)
- Role: Executive Co‑Chairman and Director since 2023; serves on Compensation Committee and Nominating & Corporate Governance Committee; not Chair (CEO Michael Sabel chairs both) .
- Committee Composition: Compensation Committee—Pender, Sabel (Chair), Thomas J. Reid (independent); Nominating—Pender, Sabel (Chair), Sari Granat (independent) .
- Independence: Only one independent member on each of the Compensation and Nominating committees; executive membership (Pender/Sabel) poses classic independence concerns for pay setting and governance .
- Director Compensation: Employee directors receive no additional Board compensation; non‑employee directors receive cash retainers and annual equity grants post‑IPO .
- Say‑on‑Pay: Board recommends “FOR” executive compensation and a triennial frequency; approval percentages not disclosed (first post‑IPO meeting May 21, 2025) .
Compensation Committee Analysis
- History and Charter: Founder pay historically set by Board; CEO set other exec pay since 2020; post‑IPO Compensation Committee charter assigns responsibility to review/approve executive pay and engage advisors .
- Consultant: FW Cook engaged March 2025; independence affirmed; mandate includes executive and director pay benchmarking/program design .
- Risk Assessment: Committee assesses comp practice risk; multi‑year vesting and performance orientation cited as mitigants .
Investment Implications
- Pay‑for‑Performance Alignment: Pender’s 2024 pay was heavily cash‑based ($25M bonus; total $28.5M) with no outstanding equity awards, limiting equity alignment and creating potential near‑term liquidity preference; company’s own disclosure indicates no formal use of financial performance measures to link pay (pre‑IPO context), increasing discretion risk .
- Retention and Non‑Compete Risk: Absence of restrictive covenants and severance protection for Pender reduces exit friction but also suggests negotiating leverage resides with controlling shareholders; termination terms are minimal (accrued comp only) .
- Control and Trading Overhang: Pender, through VG Partners, is deemed to beneficially own all Class B shares (10 votes each), conferring 98% voting power; combined with post‑IPO registration rights, this indicates potential secondary supply catalysts and governance concentration risk .
- Governance Independence: Executive membership on key committees (Compensation and Nominating) with only one independent director per committee raises independence and oversight concerns around pay, succession, and governance .
- Clawback/Hedging/Pledging Policies: NYSE‑compliant clawback adopted Jan 24, 2025; insider trading policy covers hedging/derivatives/pledging; these mitigate some risk, but effectiveness depends on enforcement and committee independence .
- Performance Trajectory: FY 2024 net income of $1.746B and strong YoY growth in Q1 2025 Adjusted EBITDA ($1,346M vs $693M) suggest operating momentum, but absence of disclosed executive performance metrics/targets complicates pay attribution to value creation .
Citations:
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