Dail St. Claire
About Dail St. Claire
Dail St. Claire, 64, is an independent Class III director of Verde Clean Fuels (VGAS) serving since February 2023; she is CEO and Chief Energy Strategist of St. Claire Consultants, LLC (founded 2013) and Chief Strategist of ESG Investments & Sustainable Cash Management at Amalgamated Bank (NASDAQ: AMAL) since May 2022 . Prior roles include co-founding Williams Capital (president/treasurer), Vice President at Amalgamated Bank directing proxy and shareholder engagement, and Senior Investment Officer at the Office of the NYC Comptroller . She holds an MPP from the University of Chicago Harris School and a BA in Cultural Anthropology from UC San Diego (Revelle College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Claire Consultants, LLC | CEO & Chief Energy Strategist | 2013–present | Advisory/management consulting in energy strategy |
| Amalgamated Bank (AMAL) | Chief Strategist, ESG Investments & Sustainable Cash Management | May 2022–present | ESG strategy; proxy/shareholder engagement experience |
| Williams Capital (Group/Management) | Co-founder; President & Treasurer | Not disclosed | Registered investment advisor/mutual fund trust leadership |
| Amalgamated Bank | Vice President | Not disclosed | Directed proxy/shareholder engagement |
| Office of NYC Comptroller | Senior Investment Officer | Not disclosed | Institutional investment oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRS Temporary Housing | Independent Director | Since 2022 | Board oversight at private company |
| NYS Common Retirement Fund | Investment Advisory Committee (Appointed Member) | Since 2021 | Advisory to public pension investments |
| Reverence Capital Partners, L.P. | Special Advisor | Since March 2021 | Private investment advisory |
Board Governance
- Classification and Tenure: Class III director with term expiring at the 2026 annual meeting; Board is classified while company remains a “controlled company” .
- Independence: Board determined Ms. St. Claire is independent under SEC and Nasdaq rules .
- Committee Assignments: Audit Committee member; Audit Committee chaired by Duncan Palmer (audit committee financial expert) . Not on the Compensation Committee (members: Hulme, van’t Hoff, Siegler; van’t Hoff chair) .
- Attendance: In 2024 the Board met 5 times; Audit Committee met 4; each director attended at least 75% of aggregate meetings on which they served . Only the Chairman (Ron Hulme) attended the 2024 annual meeting of stockholders (virtual), indicating other directors, including Ms. St. Claire, did not attend .
| Committee | Role | Chair? |
|---|---|---|
| Audit Committee | Member | No |
| Compensation Committee | Not a member | N/A |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000 | Paid quarterly; policy in place since April 2023 |
| Committee Membership Fees | None disclosed | Not specified in director comp policy |
| Meeting Fees | None disclosed | Not specified in director comp policy |
| Total Cash (2024) | $70,000 | From Director Compensation Table |
Performance Compensation
| Grant | Shares | Grant Date | Strike Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Director Stock Options (2024) | 57,014 | May 2024 | $5.99 | Earlier of one-year anniversary of grant and date of the Annual Meeting | 7 years from grant | $84,381 |
- Program Structure: In May 2024, VGAS adopted annual director option grants (57,014 shares for most directors) with time-based vesting; the Chairman and committee chairs received incremental share amounts via options; options vest as above, with a 7-year term and strike of $5.99 .
- Performance Metrics: No director performance metrics (e.g., TSR, EBITDA) tied to director compensation were disclosed; awards are time-vested .
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Potential Interlock |
|---|---|---|---|
| CRS Temporary Housing | Independent Director | Private | None disclosed |
| Amalgamated Bank (AMAL) | Chief Strategist, ESG Investments & Sustainable Cash Management | Public | Employment role (not a VGAS counterparty) |
| NYS Common Retirement Fund | Investment Advisory Committee (Appointed Member) | Public pension | Advisory role; no VGAS transaction disclosed |
| Reverence Capital Partners | Special Advisor | Private | None disclosed |
- Related-Party Scan: VGAS disclosed related-party dealings with Cottonmouth/Diamondback (PIPE/JDA), Shaw Group/Chemex (FEED), and Five Star; none reference Ms. St. Claire personally .
Expertise & Qualifications
- Energy and ESG strategy: Runs an energy-focused consultancy; ESG strategy leadership at Amalgamated Bank .
- Governance and shareholder engagement: Prior VP role directing proxy/shareholder engagement at Amalgamated Bank; public pension advisory experience .
- Investment and policy credentials: Senior investment oversight at NYC Comptroller; MPP from University of Chicago Harris School .
- Board experience: Independent director at CRS Temporary Housing .
Equity Ownership
| Holder | Direct Class A Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Dail St. Claire | 18,332 | 57,014 | 75,346 | <1% (star in proxy) |
| Shares Outstanding (Record Date) | 44,549,621 (22,049,621 Class A; 22,500,000 Class C) |
- Hedging/Pledging: Company policy prohibits short sales, hedging, and pledging of company securities by directors and officers .
Governance Assessment
- Independence and Committee Role: Ms. St. Claire is an independent director and serves on the Audit Committee, which oversees financial reporting, auditor independence, internal controls, and related-party transactions; Audit Committee members are all independent, with Palmer designated as the financial expert .
- Engagement: She met at least the 75% meeting attendance threshold in 2024, but did not attend the 2024 annual meeting (only the Chairman attended), a potential engagement concern for investors tracking AGM participation .
- Compensation Mix and Alignment: Director pay is modest in cash ($70k) with equity via time-vested options (57,014 shares; $5.99 strike; 7-year term), aligning with long-term value without disclosed performance metrics; no meeting fees are disclosed . Since April 2023 the cash retainer has been $70k; equity grants were instituted in May 2024, indicating a shift toward equity-based alignment .
- Ownership: Beneficial ownership of 75,346 shares (<1%) primarily via options suggests some alignment, though not a significant stake relative to outstanding shares; hedging/pledging prohibitions reduce misalignment risk .
- Conflicts/Related Parties: Current related-party transactions center on Cottonmouth/Diamondback (PIPE/JDA) and Shaw Group/Chemex FEED; while these raise governance focus areas, none are attributed to Ms. St. Claire personally. As an Audit Committee member, she participates in oversight of such transactions .
- Controlled Company Dynamics: VGAS is a “controlled company,” availing certain governance exemptions (e.g., compensation committee not fully independent due to Siegler’s membership), which may dilute traditional governance safeguards; however, the Board maintains a majority of independent directors .
RED FLAGS
- Non-attendance at the 2024 annual meeting (only Chairman attended) may signal lower direct shareholder-facing engagement for some directors, including Ms. St. Claire .
- Controlled company exemptions allow a non-independent member on Compensation Committee (Siegler), warranting investor monitoring of pay practices and related-party oversight .