Ernest Miller
About Ernest Miller
Ernest Miller (age 56) is Chief Executive Officer of Verde Clean Fuels (VGAS); he has served as CEO since February 2023 and also served as CFO from February 2023 through October 2024. He holds a Master of Natural Resources from Texas A&M University and a Bachelor of Science from the University of the South, and has 25+ years in energy across Primus Green Energy (CFO/CCO), Rodeo Resources (CFO), and Calpine (asset finance) . Company EBITDA was approximately -$11.71m in FY 2023* and -$11.64m in FY 2024* (slight improvement), while revenue detail was not disclosed here; annual cash bonuses for executives paid out at $0 in 2023 and 2024 . Under his tenure, the company executed a joint development agreement with Cottonmouth (Diamondback) for a Permian Basin project and closed a $50m PIPE financing in January 2025 .
Company performance values marked with an asterisk (*) below are retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verde Clean Fuels Intermediate Holdings, LLC | Chief Executive Officer | Aug 2020 – Feb 2023 | Led pre-SPAC operating entity; transition into public company structure |
| Primus Green Energy, Inc. | CFO & Chief Commercial Officer | Sep 2017 – Aug 2020 | Commercial and finance leadership for advanced fuels platform |
| Rodeo Resources Incorporated | Chief Financial Officer | 2004 – 2017 | CFO for E&P/midstream/minerals investment business across Americas and West Africa |
| Calpine Corporation | Asset Manager & Director of Finance | 1997 – 2002 | Developed/financed >4,500 MW cogeneration projects (> $4.0B capex) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No outside public-company directorships disclosed in VGAS filings for Miller |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (Annualized) | $508,000 | $508,000 |
| Base Salary (Paid) | $491,375 | $508,000 |
| Target Annual Cash Bonus (% of Salary) | Up to 75% | Up to 75% |
| Actual Annual Cash Bonus Paid | $0 | $0 |
| Perquisites | Not disclosed as requiring reporting | No perquisites requiring disclosure |
Performance Compensation
Annual Cash Bonus Design and Outcomes
| Metric Category | Weighting | Target | Actual/Payout |
|---|---|---|---|
| Project milestones (FID, commercial operations) | Not disclosed | Not disclosed | No payouts made in 2023 |
| Licensing execution | Not disclosed | Not disclosed | No payouts made in 2024 |
Equity Awards (Options)
| Grant | Grant Date | Shares | Exercise Price | Vesting | Exercisability | Expiration |
|---|---|---|---|---|---|---|
| 2023 CEO Option Award | 4/25/2023 | 494,907 | $11.00 | 25% annually over 4 years; accelerates on change in control | Not exercisable until 4/15/2027 | 4/25/2030 |
| 2024 CEO Option Award | 5/29/2024 | 460,776 | $5.99 | 25% annually over 4 years; accelerates on change in control | Standard exercisability per vesting (25% on each anniversary) | 5/29/2031 |
Notes:
- All options accelerate upon a change in control (single-trigger equity acceleration) .
- For 2024 grants company-wide, prorated vesting applies upon certain terminations not for cause (see Employment Terms) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 115,194 shares (underlying 2024 options exercisable within 60 days of 4/24/2025) |
| Ownership % of Outstanding | Less than 1% |
| Vested vs. Unvested (12/31/2024) | Exercisable: none as of 12/31/2024 for 2023/2024 options; Unexercisable: 494,907 (2023 grant) and 460,776 (2024 grant) |
| Option In-the-Money Value | Not disclosed |
| Shares Pledged as Collateral | Pledging is prohibited by policy; no pledging disclosed |
| Stock Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Initial four-year term ending Feb 15, 2027; thereafter at-will |
| Base Salary | $508,000 |
| Annual Cash Bonus Target | Up to 75% of base salary (performance goals may span multiple years) |
| Severance (No CIC) | 1.5x base salary, paid over 18 months, upon termination without cause or resignation for good reason during initial term (subject to release) |
| Severance (With CIC) | 2.625x base salary lump sum if terminated without cause or resigns for good reason within 24 months following a change in control (double-trigger cash) |
| Equity Acceleration | Options fully vest upon a change in control (single-trigger equity) |
| Pro-Rata Vesting | For 2024 options, pro-rata vesting upon certain terminations other than for cause |
| Restrictive Covenants | Confidentiality, non-competition, non-solicitation, non-disparagement; specifics referenced but not detailed in proxy summary |
| Clawback | Not specifically disclosed for CEO in proxy; company subject to applicable law |
Company Performance (during Miller’s tenure)
| Metric ($) | FY 2023 | FY 2024 |
|---|---|---|
| EBITDA | -11,713,272* | -11,643,759* |
Values retrieved from S&P Global.
Compensation Committee and Governance Context
- Compensation Committee members: Ron Hulme, Graham van’t Hoff (Chair), and Jonathan Siegler; Hulme and van’t Hoff are independent; Siegler is not independent (company is a “controlled company” and uses the exemption) .
- No compensation consultant was used for FY 2024 determinations .
- Insider trading policy prohibits hedging/short sales and pledging of company securities .
Related Transactions and Notable Company Actions (context for performance goals)
- 2025 PIPE: $50m equity investment by Cottonmouth (Diamondback subsidiary) closed Jan 29, 2025 .
- Joint Development Agreement with Cottonmouth (Feb 6, 2024) for a Permian Basin project; Cottonmouth reimburses 65% of approved development costs (e.g., FEED) .
Investment Implications
- Pay-for-performance balance: Cash bonuses paid out at $0 for 2023 and 2024 while performance goals emphasize FID/commercial operations/licensing—indicating a willingness to pay for tangible milestones rather than discretionary awards .
- Equity-heavy incentives: Two large option grants (2023 at $11.00; 2024 at $5.99) vest over four years; 2023 options are non-exercisable until April 2027, which reduces near-term selling pressure and better aligns with multi-year project timelines .
- Change-in-control dynamics: Single-trigger equity acceleration combined with double-trigger cash severance could create favorable outcomes for executives in a sale scenario; investors should weigh this against potential dilution and strategic flexibility .
- Alignment and risk controls: Beneficial ownership is <1% but consists of substantial unvested options; the company’s prohibition on pledging mitigates alignment risk from collateralized positions .
- Governance considerations: Use of the “controlled company” exemption and a non-independent member on the Compensation Committee warrant monitoring as the company scales and approaches key project milestones .