Thomas Reid
Venture GlobalAbout Thomas Reid
Thomas J. Reid (age 60) is an independent director of Venture Global, Inc. (VG) since 2023. He is Chief Legal Officer and Secretary of Comcast Corporation, overseeing legal, corporate governance, strategic IP, and government/regulatory affairs; previously he was Chairman and Managing Partner at Davis Polk & Wardwell (2011–2019) and a Managing Director in Morgan Stanley’s Investment Banking division (2000–2003), with a career heavily focused on global energy and utilities transactions . VG’s Board identifies him for extensive leadership in legal advisory roles and deep sector expertise in energy/utilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Davis Polk & Wardwell LLP | Chairman & Managing Partner | 2011–2019 (until transition to Comcast) | Led firm; advisory focus on global energy/utilities, major M&A/financings and board investigations |
| Morgan Stanley (Investment Banking) | Managing Director | 2000–2003 | Transaction leadership; energy/utilities privatizations, financings, and board matters |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Comcast Corporation (CMCSA) | Chief Legal Officer & Secretary | Since April 2019 | Oversees legal, governance, IP, and government/regulatory/political affairs |
| Archdiocese of New York – Inner-City Scholarship Fund | Trustee | Current | Non-profit board role |
| National Urban League | Trustee | Current | Non-profit board role |
Board Governance
- Independence: VG’s Board determined Reid is “independent” under SEC and NYSE standards .
- Committee assignments: Compensation Committee member; committee chaired by CEO Michael Sabel (VG is a “controlled company” and compensation committee is not fully independent) .
- Attendance: VG reported each director attended 100% of Board and committee meetings held during their service in 2024; Board held 4 regular and 1 special meeting; Compensation Committee held 2 meetings .
- Governance structure: VG is a NYSE “controlled company” (VG Partners controls ~97.8% voting power), so VG has elected not to maintain fully independent Compensation and Nominating/Governance Committees; Audit Committee is fully independent .
| Governance Item | Status | Evidence |
|---|---|---|
| Independence | Independent director | Board determination under SEC/NYSE standards |
| Committees | Compensation (member) | Bio lists “C”; committee roster includes Reid |
| Attendance (2024) | 100% | Board/committee attendance disclosure |
| Lead Independent Director | None fixed; presiding director appointed per meeting | Governance guidelines specify ad hoc presiding director for independent sessions |
| Controlled Company | Yes (VG Partners ~97.8% voting power) | Controlled company exemptions exercised |
Fixed Compensation
| Component | Amount | Period/Vesting | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $240,000 | FY 2024 | Fees earned in cash; applies to all non-employee directors, including Reid |
| Committee chair fees | $40,000–$50,000 | Ongoing | $50k Audit Chair, $40k Compensation Chair, $40k Nominating/Governance Chair (policy effective from IPO) |
| Committee membership fee | $25,000 | Ongoing | Additional cash retainer for committee membership (policy from IPO) |
VG’s pre-IPO practice included $60,000 per meeting fees and initial option grants at appointment; post-IPO policy standardized annual retainers and committee fees .
Performance Compensation
| Equity Component | Grant Value/Type | Vesting | Performance Metrics |
|---|---|---|---|
| Initial director equity grant | Discretionary value (options or RSUs) | Equal annual installments over 4 years | None specified for directors |
| Annual director equity grant | $200,000 (options or RSUs) | Equal annual installments over 4 years | None specified for directors |
VG’s director equity awards are time-vested; the proxy does not disclose director-specific performance metrics tied to equity awards .
Other Directorships & Interlocks
| Company | Role | Public Company Board? | Potential Interlock/Conflict |
|---|---|---|---|
| Comcast Corporation | Chief Legal Officer & Secretary | Not disclosed as a board seat | No VG-related transactions disclosed involving Reid; related-person transactions section does not mention him |
Expertise & Qualifications
- Legal/governance leadership at a major public company; deep experience in corporate governance, regulatory affairs, and strategic IP management .
- Extensive advisory and transactional background in global energy and utilities (privatizations, M&A, financings, board investigations) .
- Public-company executive experience, aligning with VG’s energy infrastructure and LNG context .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Ownership | Notes |
|---|---|---|---|---|
| Thomas J. Reid | 1,836,380 | — | <1%* | Beneficial ownership as of March 25, 2025; includes options exercisable within 60 days |
| Hedging/Pledging | Prohibited | — | — | Company policy prohibits hedging/derivatives and pledging by directors/officers |
*Represents less than 1% per proxy table .
Governance Assessment
-
Positives:
- Independent director with 100% attendance and strong governance/legal credentials; contributes to oversight on compensation amid controlled-company context .
- Audit Committee remains fully independent; robust insider trading/hedging/pledging prohibitions enhance alignment and risk management .
- Shareholders approved say-on-pay and selected triennial frequency, signaling current investor support for VG’s compensation framework .
-
Concerns / RED FLAGS:
- Controlled company status (97.8% voting power held by VG Partners) reduces minority shareholder influence and enables non-independent Compensation and Nominating/Governance Committees; compensation committee chaired by CEO, which is atypical and raises potential conflict risk .
- Executive pay program disclosure states VG “does not use financial performance measures” to link compensation to company performance, which can weaken pay-for-performance alignment; although this relates to NEOs, it informs overall governance quality .
- Significant related-person transactions disclosed for another director (Jimmy Staton) involving large cash settlements of option awards, highlighting the need for rigorous oversight of insider arrangements even if not involving Reid .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (2025 AGM) | 20,076,330,631 | 7,165,484 | 202,775 | 15,034,516 |
| Say-on-pay frequency | 3 Years selected (20,047,990,743 votes); 1 Year: 35,385,714; 2 Years: 140,352; Abstain: 182,081; Broker Non-Votes: 15,034,516 |
Committee Structure Snapshot (Context for Reid’s role)
| Committee | Members | Chair | Independence |
|---|---|---|---|
| Compensation | Robert Pender, Michael Sabel, Thomas J. Reid | Michael Sabel | Not fully independent (controlled company exemption); Reid independent |
| Nominating & Corporate Governance | Robert Pender, Michael Sabel, Sari Granat | Michael Sabel | Not fully independent; Granat independent |
| Audit | Roderick Christie, Andrew Orekar, Jimmy Staton | Andrew Orekar | Fully independent; all members are financial experts |
Related-Party Transactions (Director Conflicts Review)
- Proxy discloses major related-person transactions for Jimmy Staton (cash settlements of expiring options: $10.0M on Apr 8, 2024 and $29.2M on Jan 12, 2025) and registration rights for pre-IPO stockholders; no transactions involving Thomas Reid are disclosed in the related-person section .
- VG maintains policies for review/approval of related-person transactions (threshold >$120,000; arm’s-length considerations) .
Final Implications
- Reid strengthens board oversight with legal/governance and energy transaction expertise; his independence and attendance are supportive signals .
- However, VG’s controlled-company status and non-independent Compensation/Nominating Committees—plus CEO chairing the Compensation Committee—represent notable governance risks; Reid’s presence on Compensation partially mitigates but does not eliminate elevated conflict potential .