Duncan Palmer
About Duncan Palmer
Independent Class I director of Verde Clean Fuels (VGAS), age 59, serving since February 2023 with term expiring at the 2027 annual meeting. He is Audit Committee Chair and designated the Audit Committee Financial Expert. Palmer holds an MBA from Stanford Graduate School of Business and a Master’s degree from St. John’s College, Cambridge; he is a Fellow of the Chartered Institute of Management Accountants (UK). He previously served as CFO at Cushman & Wakefield (2014–2021), RELX (2012–2014), and Owens Corning (2007–2012), and senior finance roles at Shell.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cushman & Wakefield (NYSE: CWK) | Chief Financial Officer; led IPO and financial operations | Nov 2014 – Feb 2021 | Oversaw treasury, IR, tax, internal audit; led IPO execution |
| RELX (NYSE: RELX) | Chief Financial Officer | 2012 – 2014 | Finance leadership for information analytics business |
| Owens Corning (NYSE: OC) | Chief Financial Officer | 2007 – 2012 | Led finance through capital allocation and corporate programs |
| Shell (formerly Royal Dutch Shell) | Senior finance executive | Prior to 2007 | International finance leadership across energy and lubricants |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oshkosh Corporation (NYSE: OSK) | Independent Director; Audit Committee Chair | Director since 2011; Chair since 2019 | Audit leadership; long-tenured governance oversight |
| AleAnna, Inc. (NASDAQ: ANNA) | Independent Director; Audit Committee Chair | Since Dec 2024 | Audit leadership at energy company ANNA |
| Bluescape Opportunities Acquisition Corp. | Independent Director; Audit Chair; Nominating & Compensation member | Oct 2020 – Nov 2023 | SPAC governance and audit oversight |
Board Governance
- Board classification: Class I director (van’t Hoff, Palmer, Dossey) with term expiring at 2027 annual meeting; VGAS maintains a classified board while a “controlled company.”
- Independence: Board determined Palmer (and a majority of directors) is independent under SEC/Nasdaq rules; Audit Committee members (including Palmer) meet Rule 10A‑3 independence.
- Committee assignments: Audit Committee Chair; Audit Committee members are Palmer (Chair), Dail St. Claire, and Curtis Hébert; Compensation Committee members are Hulme, van’t Hoff (Chair), and Siegler (not independent under “controlled company” exemption).
- Attendance: In 2024, Board met 5 times; Audit met 4 times; Compensation met once; each director attended at least 75% of meetings. Only the Chairman (Hulme) attended the 2024 annual meeting of stockholders.
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual retainer (cash) | $70,000 | Paid quarterly; policy effective since April 2023 |
| Meeting fees | Not disclosed | No meeting fees disclosed |
| Committee cash premiums | Not disclosed | Role premiums delivered via option award increments rather than cash |
Performance Compensation
| Equity Award | Grant Date | Shares/Options | Exercise Price | Vesting | Term | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Director Options (base) | May 2024 | 57,014 options | $5.99 | Vest at earlier of 1-year anniversary or 2025 Annual Meeting | 7 years | Included in total below |
| Role premium (Audit Chair + Financial Expert) | May 2024 | +10,366 options | $5.99 | Same vesting as above | 7 years | Included in total below |
| Total 2024 option award (Palmer) | May 2024 | 67,380 options | $5.99 | Earlier of 1-year or Annual Meeting | 7 years | $99,722 |
- Award design: Director options vest time-based and/or by Annual Meeting date; no disclosed performance metrics (e.g., revenue/EBITDA/TSR) tied to director compensation.
- 2024 compensation mix (Palmer): Cash $70,000; options grant-date fair value $99,722; total $169,722.
Other Directorships & Interlocks
- Multiple VGAS directors also serve on AleAnna’s board (Palmer, Hébert, van’t Hoff), representing governance interlocks across boards.
- Compensation Committee includes a non-independent director (Siegler) due to controlled company status, which may affect perceptions of independence in pay decisions.
Expertise & Qualifications
- Audit leadership: Designated Audit Committee Financial Expert; chairs VGAS Audit Committee and OSK/AleAnna audit committees.
- Deep CFO experience across public issuers, IPO execution, capital markets, and global finance operations.
- Education and credentials: MBA (Stanford), Master’s (Cambridge), Fellow of CIMA (UK).
Equity Ownership
| Holder | Class A Shares Owned | Options Exercisable within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Duncan Palmer | 21,665 | 67,380 | 89,045 | <1% (aggregate outstanding 44,549,621) |
- Pledging/hedging: Company insider trading policy prohibits hedging and pledging of Company securities.
- Section 16(a) reporting: Company states officers/directors complied with reporting in 2024.
Governance Assessment
- Strengths: Independent director and Audit Chair with recognized “financial expert” designation; majority-independent board despite “controlled company” status; formal Audit Committee oversight of related party transactions.
- Alignment: Director equity grants create exposure to share price, with time/meeting-based vesting; personal beneficial ownership exists, though below 1% given share count.
- Controlled company risks: VGAS relies on exemptions—no nominations committee; Compensation Committee includes a non‑independent director—which can weaken perceived independence in director selection and pay decisions.
- Attendance signal: Only the Chairman attended the 2024 annual meeting; absence by other directors (including Palmer) may be viewed as a negative engagement signal by some investors.
- Related-party oversight: Audit Committee (chaired by Palmer) oversees related party transactions amid disclosed relationships (e.g., Shaw Group engagement and director tie-in), placing importance on rigorous conflict review.
- Policy mitigants: Prohibition on hedging/pledging, documented pre-approval for auditor services, and procedures for related-party approvals by Audit Committee.
RED FLAGS
- Controlled company exemptions: Absence of a nominations committee and non‑independent member on Compensation Committee can erode governance confidence.
- Annual meeting attendance: Only one director attended the 2024 meeting; investor perception risk on director engagement.
- Board interlocks: Multiple VGAS directors on AleAnna’s board; while no specific related transactions disclosed with AleAnna, such interlocks warrant monitoring for influence and information flow risks.
Data Appendix
- Board/committee structure, independence, and attendance:
- Director compensation policy and 2024 grants:
- Palmer biography, roles, and qualifications:
- Beneficial ownership and outstanding shares:
- Insider trading and pledging policy:
- Related-party transactions overview and Shaw Group relationship: