Curtis Hébert Jr.
About Curtis Hébert Jr.
Curtis Hébert Jr., 62, is an independent Class II director of Verde Clean Fuels (VGAS) since February 2023. He served as Commissioner and Chairman of the Federal Energy Regulatory Commission (FERC), was EVP at Entergy Corporation, CEO of Lexicon Strategy Group, and is currently a partner at Brunini Law Firm with deep energy/regulatory expertise; he holds a JD from Mississippi College School of Law and a BA from the University of Southern Mississippi . He was re-elected on June 12, 2025 to serve until the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Energy Regulatory Commission (FERC) | Commissioner and Chairman | Nov 1997 – Sep 2001 | Led national energy regulatory oversight |
| Entergy Corporation (NYSE: ETR) | Executive Vice President | Sep 2001 – Jul 2010 | Senior leadership across energy operations |
| Lexicon Strategy Group | Chief Executive Officer | Aug 2010 – Jul 2012 | Energy, finance, regulatory advisory leadership |
| Bipartisan Policy Center | Visiting Scholar; Co-chair Energy Reliability & Cybersecurity Task Forces | Not disclosed | Policy leadership on reliability and cybersecurity |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Brunini Law Firm | Partner | Since Jul 2012 | Advises on governance, regulatory settlements |
| AleAnna, Inc. (NASDAQ: ANNA) | Independent Director | Since Dec 2024 | Audit, Compensation committees |
| Bluescape Opportunity Acquisition Corp. (SPAC) | Independent Director | Sep 2020 – Nov 2023 | Audit (member), Nominating (member), Compensation (Chair) |
Board Governance
- Board classification: Curtis is a Class II director; the Board is classified while VGAS remains a “controlled company” (majority held by Holdings); Curtis was re-nominated and re-elected in 2025 .
- Independence: The Board determined Hébert is independent under SEC and Nasdaq rules; he serves on the Audit Committee (all members independent) .
- Committee assignments: Audit Committee member; Audit Committee chaired by Duncan Palmer (financial expert). Curtis is not on Compensation .
- Meeting attendance: In 2024 the Board met 5x; Audit 4x; Compensation 1x; each director attended at least 75% of Board and relevant committee meetings .
- Annual meeting attendance: Only the Chairman (Hulme) attended the 2024 annual meeting, implying Hébert did not attend; VGAS guidelines expect directors to attend unless unusual circumstances .
Fixed Compensation
| Component | Amount | Period/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly | Adopted since Apr 2023 |
| Committee membership fees | — | Not disclosed | No additional cash disclosed for Hébert |
| Chair fees | — | Not applicable | Chair option uplifts applied to Hulme/Palmer/Siegler (not Hébert) |
| Meeting fees | — | Not disclosed | Not disclosed |
- 2024 total director compensation (Hébert): $154,381, comprised of $70,000 cash and $84,381 option grant-date fair value (approx. 45% cash / 55% equity) .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Options (Director Options) | May 2024 | 57,014 | $5.99 | Vest upon earlier of one-year anniversary of grant and the 2025 Annual Meeting | 7 years | $84,381 |
| Plan/Policy | 2023 Omnibus Plan | — | — | Options granted under Plan; directors reimbursed reasonable travel expenses | — | — |
- Vesting conditions and annual meeting date reference: VGAS Annual Meeting occurred June 12, 2025; Director Options vest on the earlier of one-year from grant or the Annual Meeting date .
- No director RSUs/PSUs or performance metric-linked director pay disclosed; director equity is time-vested options .
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Notes |
|---|---|---|---|
| AleAnna, Inc. (NASDAQ: ANNA) | Independent Director | Audit; Compensation | Independent role; no VGAS related-party link disclosed |
| Bluescape Opportunity Acquisition Corp. | Independent Director | Audit; Nominating; Compensation (Chair) | Prior SPAC role; ended Nov 2023 |
Expertise & Qualifications
- Regulatory and policy depth: Former FERC Chair with broad experience in energy policy and markets (E&P, gas transport, generation/distribution, chemicals, mining) .
- Legal/governance: JD; corporate governance advisory, regulatory filings and settlements; cybersecurity and reliability task force co-chair .
- Industry breadth: Engagements across energy, telecom, transportation, water/sewage regulatory domains .
Equity Ownership
| Holder | Class A Shares | Options Exercisable ≤60 Days | Class C Shares | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Curtis Hébert Jr. | 18,332 | 57,014 | — | 75,346 | <1% |
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging of VGAS securities, enhancing alignment .
Shareholder Voting Signal (2025 Annual Meeting)
| Proposal | Result | Votes For | Votes Withheld/Against | Abstentions/Broker Non-Votes |
|---|---|---|---|---|
| Re-election: Curtis Hébert Jr. (Class II) | Passed | 41,532,862 | 189,678 withheld | 1,679,124 broker non-votes |
| Auditor ratification (Deloitte) | Passed | 43,400,064 | 391 against | 1,209 abstain |
Governance Assessment
- Strengths
- Independent director; Audit Committee member; Board majority independent despite controlled company status .
- Deep regulatory/governance expertise and energy sector breadth; legal training supports oversight of complex regulatory matters .
- Hedging and pledging prohibited under Insider Trading Policy; equity option grants provide ownership exposure .
- Strong shareholder support for re-election (over 41.5M votes for) .
- Concerns / RED FLAGS
- Controlled company governance exemptions used for Compensation Committee (includes non-independent member), reducing pay oversight independence; while Hébert is not on that committee, board-wide structure is a risk factor .
- Annual meeting attendance: only Chairman attended in 2024; non-attendance by other directors, including Hébert, signals weaker external engagement expectations versus VGAS guidelines .
- Director equity awards are time-based options without disclosed performance metrics; potential for pay not explicitly tied to TSR/strategic outcomes for directors .
Director Compensation Summary (2024)
| Metric | Value |
|---|---|
| Cash Retainer | $70,000 |
| Options Granted (shares) | 57,014 |
| Option Exercise Price | $5.99 |
| Vesting Condition | Earlier of 1-year from grant and Annual Meeting |
| Option Term | 7 years |
| Option Fair Value | $84,381 |
| Total 2024 Compensation | $154,381 |
Committee Assignments
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Member | Committee fully independent; chaired by Duncan Palmer (Audit Committee Financial Expert) |
| Compensation Committee | None | Committee includes two independent members and one non-independent (Siegler) under controlled company exemption |
Attendance and Engagement
| Metric (2024) | Value |
|---|---|
| Board Meetings Held | 5 |
| Audit Committee Meetings | 4 |
| Director Attendance | Each director ≥75% of aggregate meetings |
| 2024 Annual Meeting Attendance | Only Chairman attended; others absent |
Potential Conflicts or Related-Party Exposure
- VGAS disclosed related-party arrangements with Cottonmouth/Diamondback and Shaw Group; the Shaw relationship involves director Siegler, not Hébert. No specific related-party transactions involving Hébert disclosed .
- Insider Trading Policy prohibits pledging/hedging; reduces alignment risks associated with collateralization or derivative hedges .
- Controlled company structure and Cottonmouth board designation could influence governance dynamics; Hébert remains independent and on Audit .
Say-on-Pay & Shareholder Feedback
- No say-on-pay proposal disclosed for 2025; voting covered director elections and auditor ratification only .
Compensation Structure Analysis
- Year-over-year mix: Directors maintained $70k cash retainer; 2024 introduced standardized option grants (57,014 shares) for each director, with additional option increments only for chairs (not for Hébert) .
- Performance-linkage: Director equity awards are time-based; no disclosed director performance metrics (e.g., TSR, EBITDA) .
- Option terms: 7-year expiry; exercise price at $5.99; accelerated vesting mechanics not disclosed for directors beyond vest condition; NEO change-in-control terms do not apply to directors .
Expertise & Qualifications
- Regulatory law, energy market structure, corporate governance, and cybersecurity/reliability leadership; JD and advisory tenure support effective oversight .
Equity Ownership Alignment
- Beneficial ownership: 75,346 Class A shares/derivatives (<1%); includes time-vested options; pledging prohibited .
- Ownership guidelines: Not disclosed for directors; VGAS disclosures emphasize insider trading restrictions rather than director ownership multiples .
Bottom Line for Investors
- Hébert brings high-caliber regulatory and governance expertise and serves on the independent Audit Committee; re-election vote support was strong .
- Governance watchpoints include VGAS’s controlled company status, a non-independent member on Compensation, and lack of director annual meeting attendance in 2024; director equity is time-based without performance metrics, diluting pay-for-performance signaling for board members .