Jonathan Siegler
About Jonathan Siegler
Jonathan Siegler, 53, has served as a director of Verde Clean Fuels (VGAS) since February 2023. He holds an M.S. in Electrical Engineering from Stanford University and a B.S. in Electrical Engineering (with distinction) from the U.S. Naval Academy, and previously qualified as a naval nuclear engineer while serving as a lieutenant aboard the USS Pennsylvania (SSBN 735B) from 1990–2001 . He is a managing director and investment committee member at Bluescape Resources Company, Parallel Resource Partners, and Bluescape Energy Partners, and has led more than $1.7B across 25 major energy investments; prior roles include SVP Strategy & M&A at TXU Corp (2004–2008) and engagement manager at McKinsey (2001–2004) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bluescape Opportunities Acquisition Corp. | President & COO; non-independent director | Jul 2020–Nov 2023 | SPAC leadership; operations |
| TXU Corp | SVP, Strategy & M&A | 2004–2008 | Led performance program; designed generation strategy; led sale to KKR/TPG/GS |
| McKinsey & Company | Engagement Manager | 2001–2004 | Strategy/finance/operations in energy/industrial; turnaround work |
| U.S. Navy (USS Pennsylvania) | Lieutenant; Naval Nuclear Engineer | 1990–2001 | Three Navy/USMC achievement medals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bluescape Resources Company | Managing Director; Investment Committee; Valuation/Compliance/Risk Committees | Since May 2008 | Performance management; strategy; investment execution |
| Parallel Resource Partners | Managing Director; Investment Committee; Valuation/Compliance/Risk Committees | Since Feb 2011 | Energy investment oversight |
| Bluescape Energy Partners | Managing Director; Investment Committee; Valuation/Compliance/Risk Committees | Since May 2016 | Portfolio boards and decision-making |
| The Shaw Group, Inc. (owner of Chemex Global, LLC) | Director | Since Jul 2024 | Appointment concurrent with Holdings’ parent preferred equity investment in Shaw Group |
Board Governance
- Classification and term: Siegler is a Class III director, serving until the 2026 annual meeting; VGAS maintains a classified board while a “controlled company” under Nasdaq rules .
- Committee assignments: Compensation Committee member alongside Hulme and van’t Hoff; van’t Hoff serves as Chair in 2025 . In 2024, Siegler chaired the Compensation Committee .
- Independence: The board determined Siegler is not independent due to his relationship with the Shaw Group; he serves on the Compensation Committee under the controlled company exemption (majority voting control by Holdings) .
- Attendance: In 2024, the board met five times; Audit Committee met four times; Compensation Committee met once. Each director attended at least 75% of meetings. Only Chairman Hulme attended the 2024 annual meeting of stockholders, per governance guidelines that encourage annual meeting attendance .
- Related-party transaction oversight: Audit Committee charter requires review/approval of related-party transactions and recusal of interested members; Audit Committee is fully independent and chaired by Palmer (also designated Audit Committee Financial Expert) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | $61,152 | $70,000 |
| Committee chair cash fees ($) | — (chair role compensated via RSUs in 2023) | — (chair role compensated via options in 2024) |
| Meeting fees ($) | Not disclosed | Not disclosed |
- Notes: VGAS pays directors $70,000 annual cash retainer, instituted in 2023 and continued in 2024 .
Performance Compensation
| Equity Element | FY 2023 | FY 2024 |
|---|---|---|
| RSUs granted (shares) | 20,832 (plus 2,500 RSUs for chair role; aggregate 20,832 for Siegler) | — (equity form changed to options in 2024) |
| RSU vesting and settlement | Vested on Apr 27, 2024; Siegler elected deferral of settlement until earliest of death, disability, change in control, or separation from service | |
| Director options (base grant) | — | 57,014 options; $5.99 strike; vest at earlier of 1-year from grant or annual meeting; 7-year term |
| Director options (chair role add-on) | — | 7,774 additional options for Siegler’s Compensation Committee chair role in 2024 (total 64,788) |
| Total options held at 12/31/2024 (shares) | — | 64,788 |
- Performance metrics: No director performance-based metrics (e.g., revenue/EBITDA/TSR targets) tied to director compensation disclosed; equity awards are time-based (RSUs in 2023, options in 2024) .
- Mix shift signal: VGAS moved from RSUs (2023) to stock options (2024) for directors, increasing pay leverage and potential alignment with shareholder returns via strike-based awards .
Other Directorships & Interlocks
| Company | Public/Private | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| The Shaw Group, Inc. (Chemex) | Private | Director | VGAS engaged Chemex (a Shaw company) for FEED work on Permian Basin project; Holdings’ parent invested in Shaw Group; Siegler’s Shaw role led VGAS Board to deem him non-independent |
| Boards of portfolio companies (Bluescape vehicles) | Various | Director | General oversight roles across energy investments (unspecified companies) |
Expertise & Qualifications
- Energy investment and operations: Led >$1.7B investments across shale development, wind transmission, and deregulated power company performance turnarounds .
- Corporate strategy/M&A: Directed TXU’s performance program and sale process to prominent PE sponsors .
- Technical credentials: Naval nuclear engineer; EE degrees from Stanford and USNA .
- Committee leadership: Chaired Compensation Committee in 2024; member in 2025 under controlled company exemption .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | % of Class A | Notes |
|---|---|---|---|
| Jonathan Siegler | 64,788 | * (<1%) | Options exercisable within 60 days; plus 20,832 fully vested RSUs with deferred settlement triggers |
| Outstanding shares context | 22,049,621 Class A; 22,500,000 Class C; total 44,549,621 | — | As of Apr 24, 2025 |
- Hedging/pledging: VGAS insider trading policy prohibits short sales, derivative hedging, and pledging of company securities, reducing misalignment risks .
Governance Assessment
- Strengths: Deep energy/M&A expertise and prior committee leadership enhance board effectiveness; Audit Committee is fully independent and chaired by a designated financial expert; directors met attendance thresholds in 2024 .
- Concerns/RED FLAGS:
- Non-independence on Compensation Committee: Siegler is not independent due to Shaw Group relationship yet serves on Compensation Committee via controlled company exemption, an investor confidence risk for pay governance .
- Related-party exposure: Contracting with Chemex (Shaw Group entity) while Siegler is a Shaw director presents potential conflict optics, though Audit Committee oversees related-party transactions .
- Annual meeting attendance: Only Chairman Hulme attended the 2024 annual meeting; broader board absence may be viewed negatively for shareholder engagement expectations .
- Alignment signals: Shift to options for directors in 2024 increases equity-at-risk relative to RSUs, potentially improving pay-for-performance alignment; prohibited hedging/pledging supports alignment .
Committee Assignment Detail (2024 vs 2025)
| Committee | FY 2024 Role | Independence (FY 2024) | FY 2025 Role | Independence (FY 2025) |
|---|---|---|---|---|
| Compensation | Chair (Hulme, van’t Hoff, Siegler members) | All members independent | Member (Chair: van’t Hoff; members: Hulme, Siegler) | Siegler not independent due to Shaw Group; serving under controlled company exemption |
| Audit | Not a member | — | Not a member | — |
Meetings & Attendance (FY 2024)
| Body | Meetings Held | Attendance Threshold |
|---|---|---|
| Board of Directors | 5 | Each director attended ≥75% of meetings |
| Audit Committee | 4 | Each director attended ≥75% of meetings |
| Compensation Committee | 1 | Each director attended ≥75% of meetings |
| Annual Meeting Attendance | — | Only Hulme attended 2024 annual meeting |
Director Compensation Detail (Siegler)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $61,152 | $70,000 |
| Stock/Option Awards ($) | $90,619 (RSUs) | $95,886 (Options) |
| Total ($) | $151,771 | $165,886 |
| Equity Instruments (shares) | 20,832 RSUs (fully vested; deferred settlement) | 64,788 options at $5.99 strike; 7-year term; vest upon earlier of one-year from grant or annual meeting |
Security Ownership (Siegler)
| Category | Amount |
|---|---|
| Class A common stock beneficially owned (incl. options exercisable within 60 days) | 64,788; less than 1% |
| Vested RSUs outstanding (settlement deferred) | 20,832 |
| Shares pledged | None permitted under policy |
Director Independence and Controlled Company Context
- VGAS is a “controlled company” due to majority voting power held by Bluescape Clean Fuels Holdings, enabling exemptions from certain Nasdaq corporate governance standards .
- Board majority remains independent, but Compensation Committee includes a non-independent member (Siegler) due to Shaw Group relationship; van’t Hoff is Chair; Hulme and van’t Hoff are independent .
Shareholder Vote Context (for completeness)
- 2025 Annual Meeting re-elected Class II directors Hulme and Hébert; Siegler (Class III) was not up for election. High support and quorum indicated (97.4% shares present) .
- 2024 Annual Meeting re-elected Class I directors van’t Hoff and Palmer; broad support recorded .
Related Party Transactions (Conflict Analysis)
- Chemex FEED engagement: VGAS engaged Chemex (Shaw Group company) for FEED on the Permian Basin project; Holdings’ parent made preferred equity investment in Shaw Group; subsequent appointment of Siegler as Shaw director; $1.0M FEED costs net of Cottonmouth reimbursement as of Dec 31, 2024 .
- Independence impact: Board explicitly cites Shaw Group relationship as the reason Siegler is not independent; he continues on Compensation Committee under exemption due to controlled company status .
- Oversight: Audit Committee charter governs review and approval of related-party transactions with recusal protocols for interested members .
Governance Summary
- Net take: Siegler brings significant energy investment and technical depth with prior committee leadership, but current non-independence tied to Shaw Group and continued Compensation Committee service under controlled company exemptions are meaningful governance risk indicators. Investors should monitor the extent of Chemex/Shaw engagements, Compensation Committee decision-making processes, and director engagement (including annual meeting attendance) for alignment and transparency .