Graham van’t Hoff
About Graham van’t Hoff
Independent Class I director of VGAS since February 2023; age 63 as of the 2025 proxy record date. Former CEO of Shell Chemicals (2013–2019) and EVP of Shell Alternative Energies (2012), with board roles at Shell International Petroleum Co. (2014–2017) and chair of Shell UK Limited (2011–2012). Holds a Master’s degree in Business Management (Distinction) from Manchester Business School and a Master’s degree in Chemistry from the University of Oxford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell Chemicals | Chief Executive Officer | Jan 2013 – Jun 2019 | Oversaw revenue >$24B during tenure |
| Shell Alternative Energies | Executive Vice President | Jan 2012 – Dec 2012 | Strategy and leadership in alternative energy |
| Shell International Petroleum Co. | Board Member | 2014 – 2017 | Governance oversight |
| Shell UK Limited | Chairman | Mar 2011 – Dec 2012 | Board leadership |
| Raizen (JV) | JV Board Experience | Various | Biofuels JV governance |
| Infineum (Shell–ExxonMobil JV) | JV Board Experience | Various | Petroleum additives JV governance |
| CNOOC Shell Petrochemicals Co. | Chairman | Various | Chairmanship; large China petrochemical JV |
| Bluescape Opportunities Acquisition Corp. | Independent Director; Chair Nominating; Audit & Comp Committee Member | Sep 2020 – Nov 2023 | Governance; committee leadership |
External Roles
| Organization | Exchange/Ticker | Role | Tenure | Committees |
|---|---|---|---|---|
| AleAnna, Inc. | NASDAQ: ANNA | Independent Director; Chairman; Audit & Compensation Committee Member | Since Dec 2024 | Audit; Compensation |
| 5E Advanced Materials, Inc. | NASDAQ: FEAM | Independent Director; Chairman; Audit, Compensation, Nominating & Governance | Since Oct 2022 | Audit; Compensation; Nominating & Governance |
| MAC Copper | NYSE: MTAL | Independent Director; Chair and Member, Health, Safety & Environment Committee | Since Nov 2023 | HSE committee (Chair) |
| Oxford University Chemistry Development Board | — | Board Member | Ongoing | Development advisory |
| Air Liquide North America Advisory Board | — | Advisory Board Member | Ongoing | Advisory |
| Silicon Ranch Corporation | Private | Board Member | Ongoing | Board oversight |
Board Governance
- Board classification: Class I (van’t Hoff, Palmer, Dossey) expires at 2027 annual meeting; VGAS is a “controlled company” under Nasdaq rules due to majority voting power held by Bluescape Clean Fuels Holdings, LLC .
- Committees: Compensation Committee member and Chair; committee includes Hulme (independent), van’t Hoff (independent), and Siegler (non-independent, serving under controlled company exemption). Audit Committee comprises Palmer (Chair; financial expert), St. Claire, Hébert—all independent .
- Meetings and attendance: In 2024 the Board met 5 times; Audit 4; Compensation 1; each director attended at least 75% of aggregate Board and committee meetings. Governance guidelines require annual meeting attendance; only Hulme attended the 2024 annual meeting (van’t Hoff did not) .
Fixed Compensation
| Year | Cash Retainer (USD) | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $70,000 | Not separately disclosed | Not disclosed | Annualized cash, paid quarterly |
| 2023 | $61,152 (pro-rated toward $70,000 annual) | RSU chair uplifts applied to other directors; none disclosed for van’t Hoff | Not disclosed | Director cash began Feb 2023 |
Performance Compensation
| Year | Award Type | Grant-Date Fair Value (USD) | Quantity | Key Terms |
|---|---|---|---|---|
| 2024 | Stock Options | $84,381 | 57,014 options underlying as of 12/31/2024 | Granted under 2023 Omnibus Incentive Plan; ASC 718 valuation; assumptions in 2024 10-K Note 9 |
| 2023 | RSUs | $79,744 | 18,332 RSUs | Granted Apr 27, 2023; vested Apr 27, 2024; directors could elect deferral; van’t Hoff did not elect deferral |
Performance metric linkage for director equity: None disclosed (no revenue/EBITDA/TSR/ESG targets tied to director equity) .
Other Directorships & Interlocks
| Company | Relationship to VGAS | Potential Interlock/Conflict Note |
|---|---|---|
| AleAnna, FEAM, MAC Copper | External public boards | No VGAS-related transactions disclosed involving van’t Hoff; presence on energy/materials boards increases network reach . |
| Shaw Group/Chemex (via Siegler) | VGAS related party (FEED study) | Relationship disclosed involves Siegler; not van’t Hoff . |
| Five Star Clean Fuels (via Dekker) | Potential site letter agreement | No material developments; not tied to van’t Hoff . |
Expertise & Qualifications
- 35 years across energy/chemicals; P&L leadership; strategy; government relations; technology; extensive JV governance and industry association leadership (ACC, CEFIC, ICCA). Founding member of Alliance to End Plastic Waste (secured $1.5B commitments in first year) .
- Education: Master’s in Business Management (Distinction, Manchester Business School) and Master’s in Chemistry (Oxford) .
Equity Ownership
| As-of Date | Class A Shares Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Outstanding | Shares Outstanding Basis |
|---|---|---|---|---|---|
| Apr 24, 2025 | 18,332 | 57,014 | 75,346 | Less than 1% (“*”) | 44,549,621 total (22,049,621 Class A; 22,500,000 Class C) |
| Apr 24, 2024 | 18,332 | — | 18,332 | Less than 1% (“*”) | 31,928,797 total (9,428,797 Class A; 22,500,000 Class C) |
- Hedging/pledging: Company Insider Trading Policy prohibits hedging and pledging of company securities .
- Ownership guidelines: Not disclosed for directors in proxies reviewed.
Governance Assessment
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Strengths:
- Independent director; chairs Compensation Committee with majority independent membership; brings deep operational and governance experience across global energy/chemicals .
- Director equity structure shifted from RSUs (2023) to options (2024), increasing alignment with share price performance for outside directors .
- Beneficial ownership includes exercisable options; no related-party transactions identified involving van’t Hoff .
-
Watch items / RED FLAGS:
- Controlled company status; Compensation Committee includes a non-independent director (Siegler) under Nasdaq exemption—this reduces independence of pay oversight despite van’t Hoff as Chair .
- Annual meeting attendance: only the Chair attended in 2024; governance guidelines expect attendance—van’t Hoff did not attend (engagement signal to monitor) .
- No disclosed performance metrics for director equity—awards appear time-based/price-based rather than operational KPI-based (common for directors but limits pay-for-performance signaling) .
-
Signals affecting investor confidence:
- Compensation Committee leadership by an experienced, independent director is a positive; however, the controlled company exemption and inclusion of a non-independent member warrant continued monitoring of compensation decisions .
- External board roles expand industry insight but require oversight to avoid conflicts; current related-party exposures disclosed involve other directors, not van’t Hoff .
Appendix: Board and Committee Snapshot
- Board classification and terms: van’t Hoff (Class I) term through 2027 .
- Compensation Committee: van’t Hoff (Chair), Hulme (independent), Siegler (non-independent via exemption) .
- Audit Committee: Palmer (Chair; financial expert), St. Claire, Hébert (all independent) .
- Independence: van’t Hoff determined independent; Board majority independent despite controlled company status .
- Meetings: Board (5), Audit (4), Compensation (1) in 2024; ≥75% attendance for each director; only Hulme attended the 2024 annual meeting .