Martijn Dekker
About Martijn Dekker
Martijn Dekker, 54, has served as an independent Class III director of Verde Clean Fuels, Inc. (VGAS) since February 2023. He is Managing Partner of Aurivos (co-founded in 2021), and previously served 11 years at Shell, most recently as Vice President of Strategy & Portfolio (2016–2021). He holds an M.S. in Chemical Engineering (University of Technology Eindhoven) and an M.S. in Business Management (University of Aberdeen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell International | Vice President, Strategy & Portfolio | 2016–2021 | Led hydrogen strategy, digitalization strategy, refreshed technology portfolio |
| Shell Upstream (Americas Exploration) | VP Strategy & Growth; Development Manager (Gulf of Mexico) | Not disclosed | Growth strategy and development projects execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aurivos | Managing Partner | 2021–present | Co-founded America-focused energy company |
| Five Star Clean Fuels LLC (formerly Arb Clean Fuels) | Officer and Director; affiliate holds 37.5% equity | Not disclosed | Non-exclusive rights agreement with VGAS to utilize STG+ technology; no material developments or consideration to VGAS as of 12/31/2024 |
Board Governance
- Classification and term: Class III director; term expires at the 2026 annual meeting .
- Independence: Board determined Dekker is independent under SEC and Nasdaq rules .
- Committee assignments: Not currently a member of the Audit or Compensation Committees; Audit Committee members are St. Claire, Palmer (Chair), Hébert; Compensation Committee members are Hulme, van’t Hoff (Chair), Siegler (non-independent member under controlled company exemption) .
- Attendance: In FY2024, the Board met 5 times; Audit 4; Compensation 1. Each Board member attended at least 75% of aggregate meetings of the Board and committees on which they served .
- Annual meeting attendance: Only Chairman Ron Hulme attended the 2024 annual meeting; other directors (including Dekker) did not, per disclosure .
- Controlled company context: VGAS is a “controlled company” (majority voting power held by Holdings); while the Board has a majority of independent directors, the Compensation Committee includes one non-independent member via exemption .
Fixed Compensation
| Component | Amount/Detail | Period/Date | Citation |
|---|---|---|---|
| Annual cash retainer | $70,000 | Ongoing since April 2023 | |
| Director stock options (annual grant) | 57,014 options | Adopted May 2024; as of 12/31/2024 | |
| Option exercise price | $5.99 per share | May 2024 grant | |
| Option vesting | Vest upon earlier of one-year anniversary of grant date or date of Annual Meeting | May 2024 grant | |
| Option term | 7 years | May 2024 grant | |
| Grant-date fair value (options) | $84,381 | FY2024 Director Compensation | |
| Prior-year equity (RSUs) | 18,332 RSUs; vested 4/27/2024 | Granted 4/27/2023 |
Performance Compensation
| Metric | Target | Actual | Vesting/Measurement | Notes |
|---|---|---|---|---|
| Not applicable | — | — | — | Director compensation is cash retainer plus time-based equity; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Five Star Clean Fuels LLC | Officer and Director | Letter agreement grants Five Star non-exclusive rights to VGAS technology; Dekker’s affiliate owns 37.5% equity; no fees or consideration paid by Five Star to VGAS as of 12/31/2024 |
Expertise & Qualifications
- Energy sector strategy and portfolio leadership; hydrogen strategy development; digitalization and technology portfolio stewardship (Shell VP 2016–2021) .
- Upstream oil and gas strategic growth and project development (Americas Exploration, Gulf of Mexico) .
- Advanced technical and business training (M.S. Chemical Engineering; M.S. Business Management) .
Equity Ownership
| Holder | Class A Shares | Options Exercisable within 60 days | Total Beneficial Ownership | % of Outstanding | As-of Date |
|---|---|---|---|---|---|
| Martijn Dekker | 18,332 | 57,014 | 75,346 | <1% | Record Date 4/24/2025 |
| Hedging/Pledging | Prohibited by company policy | — | — | — | Insider Trading Policy (filed) |
Insider Filings
| Filing Date | Form | Issuer/Reporting Person | Citation |
|---|---|---|---|
| 5/29/2024 | Form 4 | VGAS / Martijn Dekker | |
| 4/27–5/1/2023 | Form 4 | VGAS / Martijn Dekker | |
| IR index (multiple Form 4 entries incl. 06/04/2025) | Form 4 | VGAS / Board & Execs |
Note: The 2025 proxy’s beneficial ownership table includes options exercisable within 60 days; specific trade quantities/prices are in the linked EDGAR filings above .
Governance Assessment
-
Strengths:
- Independent director with deep energy strategy credentials; Board has a majority of independent directors .
- Equity-linked compensation (options) and personal share ownership align incentives; hedging/pledging prohibited, supporting alignment with shareholders .
-
Concerns / RED FLAGS:
- Related-party exposure: Dekker is an officer/director of Five Star Clean Fuels; VGAS has a technology rights letter agreement with Five Star, though no consideration or material developments to date (monitor for potential conflicts as projects evolve) .
- Engagement: Only the Chairman attended the 2024 annual meeting; absence of other directors, including Dekker, may signal lower shareholder-facing engagement (though policy requires attendance unless unusual circumstances) .
- Controlled company exemptions: Compensation Committee includes a non-independent director due to controlled company status; while permitted, it can raise investor governance concerns around pay oversight (Dekker is not on the committee) .
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Signals affecting investor confidence:
- Option grants in 2024 replaced prior-year RSUs, increasing pay-at-risk relative to 2023 director equity structure; Dekker’s option grant: 57,014 at $5.99, vesting by 2025 annual meeting, 7-year term .
- Beneficial ownership reflects both direct shares and near-term exercisable options (<60 days), indicating tangible “skin in the game” .