DEF 14A of AirJoule Technologies Corp., Apr 16, 2025

DEF 14A of AirJoule Technologies Corp.

Filed Apr 16, 2025 · FY20240000950170-25-054710

Open on EDGAR

  1. Election of Directors

    Election of Directors In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at eight. At the Annual Meeting, our Class I directors, Matthew B. Jore and Stuart D. Porter, who currently serve as directors on the Board, are up for election. Our Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposes that Mr. Jore and Mr. Porter be elected at the Annual Meeting, with each holding office until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier resignation or removal. Our director nominees have indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the class and Board.

  2. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors, who are up for election at the Annual Meeting for a term expiring at the 2028 Annual Meeting of Stockholders; three Class II directors, whose terms expire at the 2026 Annual Meeting of Stockholders; and three Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee in determining to recommend them as nominees, is set forth below.

  3. Information Regarding Director Nominees and Continuing Directors

    | Name | Class | Age(1) | Director Since | Position | | Ajay Agrawal (2) | Class III | 62 | 2024 | Director | | Max S. Baucus (3,4*) | Class II | 83 | 2024 | Director | | Paul Dabbar (2*,4) | Class II | 57 | 2021 | Director | | J. Kyle Derham (2) | Class II | 37 | 2024 | Director | | Patrick C. Eilers | Class III | 58 | 2021 | Executive Chairman | | Matthew B. Jore | Class I | 62 | 2024 | Chief Executive Officer and Director | | Stuart D. Porter | Class I | 57 | 2024 | Director | | Marwa Zaatari (3*) | Class III | 39 | 2024 | Director |

  4. Information Regarding Director Nominees and Continuing Directors

    (1) As of April 8, 2025 (2) Member of the Audit Committee (3) Member of the Compensation Committee (4) Member of the Nominating and Corporate Governance Committee (5) Committee Chair

  5. Class I Director Nominees

    Class I Director Nominees Matthew B. Jore. Mr. Jore has served as a member of the Board and the Chief Executive Officer of AirJoule since the consummation of the Business Combination (defined below). Mr. Jore founded Montana Technologies LLC (our “Predecessor”) in October 2012, and he served as Chairman and Chief Executive Officer of our Predecessor since its founding. Prior to founding our Predecessor, Mr. Jore founded Core Innovation and Jore Corporation, a power tool and accessories manufacturer that generated in excess of $50 million in annual revenue, which Mr. Jore previously led through a successful initial public offering. Mr. Jore has over thirty years of experience successfully founding and leading innovative product-based companies. Mr. Jore holds a Bachelor of Arts in Political Science and Economics, Business from University of Montana. We believe that Mr. Jore is qualified to serve on the Board due to his deep knowledge of AirJoule and his general industry experience. Stuart D. Porter. Mr. Porter has served as a member of the Board since the consummation of the Business Combination. Mr. Porter has over 29 years of senior investment experience, including as a Founder and Managing Partner of Denham Capital, where he currently serves as the Chief Executive Officer and Chief Investment Officer. Mr. Porter also serves on Denham Capital’s Investment Committee and Valuation Committee. Mr. Porter has served on the Board of Directors of ChampionX Corporation (Nasdaq: CHX) since June 3, 2020 and on the Board of Directors of GameSquare Holdings, Inc. (Nasdaq: GAME) since April 2023. Prior to founding Denham Capital in 2004, Mr. Porter was a founding partner of Sowood Capital Management LP and, prior thereto, was employed as a Vice President and Portfolio Manager at Harvard Management Company, Inc., where he focused on public and private transactions in the energy and commodities sectors. Mr. Porter previously worked for Bacon Investments and at J. Aron, a division of Goldman Sachs. While at J. Aron, he worked on the Goldman Sachs Commodity Index desk. Prior to joining J. Aron, Mr. Porter was a self-employed trader at the Chicago Board of Trade and was employed by Cargill Incorporated in Minnetonka, Minnesota in the Financial Markets Division. Mr. Porter received a Bachelor of Arts from the University of Michigan and a Master of Business Administration degree from the University of Chicago Booth School of Business. We believe that Mr. Porter is qualified to serve as a member of the Board due to his extensive senior investment experience and leadership skills.

  6. Continuing Directors

    Continuing Directors Max S. Baucus. Mr. Baucus has served as a member of the Board since the consummation of the Business Combination. In 2014, then-U.S. President Barack Obama nominated Mr. Baucus to be Ambassador of the United States of America to the People’s Republic of China, a position he held until 2017. Ambassador Baucus formerly served as the senior United States Senator from Montana from 1978 to 2014 and was Montana’s longest serving U.S. Senator. While in the Senate, Ambassador Baucus was Chairman and Ranking Member of the Senate Committee on Finance (the “Finance Committee”). As chairman of the Finance Committee, he was the chief architect of the Affordable Health Care Act (ACA), which was signed into law by President Obama on March 23, 2009. In addition, as chairman of the Finance Committee, Ambassador Baucus led the passage and enactment of the Free Trade Agreements with 11 countries. While serving on the Senate Agriculture Committee, he led the securement of reauthorization for numerous farm bills. As a member of the Committee on Environment and Public Works, he guided many highway bills and other infrastructure legislation to passage as well as leading the passage of The Clean Air Act of 1990. Before his election to the U.S. Senate, Ambassador Baucus represented Montana in the U.S. House of Representatives from 1975 to 1978. Ambassador Baucus earned a Bachelor’s and Juris Doctor degree from Stanford University. Ambassador Baucus currently has a consulting business, Baucus Group LLC, and, since 2017, has been advising technology and biotech companies, as well as engaging in numerous public speaking engagements. Ambassador Baucus and his wife have also founded a public policy institute at the University of Montana School of Law, The Baucus Institute. We believe Mr. Baucus is well qualified to serve as one of our directors due to his extensive experience in domestic and international trade and legislative processes. Paul Dabbar. Mr. Dabbar has served as a member of the Board since December 2021, which includes his service as a member of the Board of Directors of Power & Digital Infrastructure Acquisition II Corp. (“XPDB”) between December 2021 and the consummation of the Business Combination. Mr. Dabbar is the Co-Founder of Bohr Quantum Technology Corp, a quantum communications company, and served as the company’s Chief Executive Officer from 2021 through February 2025. Mr. Dabbar has served on the Board of Directors of Dominion Energy, Inc. (NYSE: D) since November 2023 and served on the Board of Directors of Power & Digital Infrastructure Acquisition Corp. from February 2021 until the completion of its merger with Core Scientific in January 2022. Prior to Bohr Quantum, Mr. Dabbar served as Under Secretary for Science at the U.S. Department of Energy from 2017 to 2021, managing the operations of, and investing capital at, the seventeen U.S. National Laboratories which conduct research and development in energy, technology and the sciences. Mr. Dabbar was previously a Managing Director in investment banking at J.P. Morgan Chase & Co., in energy and mergers & acquisitions from 1996 to 2017. Mr. Dabbar was also previously a nuclear submarine officer in the U.S. Navy. Mr. Dabbar earned a Bachelor of Science from the U.S. Naval Academy and a Master of Business Administration from Columbia University. We believe Mr. Dabbar is well qualified to serve as one of our directors due to his extensive leadership experience in the communications and energy industry. J. Kyle Derham. Mr. Derham has served as a member of the Board since April 2024 and as the Lead Independent Director since March 2025. Mr. Derham is a partner at Rice Investment Group, where he has served since January 2018. Mr. Derham served as the Chief Executive Officer and a member of the Board of Directors of Rice Acquisition Corp. II (NYSE: RONI), a special purpose acquisition company (“RONI”), from February 2022 until RONI completed its initial business combination with Net Power, LLC in June 2023. Upon closing of the business combination, RONI changed its name to “NET Power Inc.” Mr. Derham has continued to serve as a member of the Board of Directors of Net Power, Inc. (NYSE: NPWR) since June 2023. Mr. Derham served as the Chief Financial Officer and a member of the Board of Directors of Rice Acquisition Corp. I (NYSE: RICE), a special purpose acquisition company (“RICE”), from October 2020 until September 2021 when RICE completed its initial business combination with Archaea Energy II LLC and Aria Energy LLC. Upon closing of the business combination, RICE changed its name to “Archaea Energy Inc.” Mr. Derham served as a member of the Board of Directors of Archaea Energy Inc. (NYSE: LFG) from September 2021 through December 2022, when Archaea Energy Inc. was acquired by BP Products North America Inc. From July 2019 through December 2021, Mr. Derham served as interim Chief Financial Officer of EQT Corporation (“EQT”) and subsequently served as a strategic advisor to EQT. Mr. Derham previously served as Vice President, Corporate Development and Finance of Rice Energy and Rice Midstream from January 2014 through November 2017. Mr. Derham also has experience as a private equity investor, working as an associate at First Reserve and as an investment banker at Barclays Investment Bank. Mr. Derham earned a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. We believe that Mr. Derham is qualified to serve as a member of the Board due to his extensive public company and executive management experience. Ajay Agrawal. Mr. Agrawal has served as a member of the Board since the consummation of the Business Combination. Mr. Agrawal is the Senior Vice President of Global Services and Chief Business Development Officer for Carrier. He joined Carrier in October 2019, prior to its spin-off from United Technologies Corporation (“UTC”). He is widely recognized as a results-oriented leader with deep strategic and ESG expertise, strong global experience, ability to drive profitable growth, and guide complex business transformations. He has led the formulation and execution of Carrier’s enterprise and portfolio strategies as an independent public company. This includes transformational moves to focus the company on intelligent climate solutions, resulting in the sale of Chubb, acquisition of Viessmann Climate Solutions, and exit of Fire & Security and Commercial Refrigeration portfolio. He has implemented lifecycle strategies to accelerate Carrier’s core aftermarket business, which has grown by a double-digit compound annual growth rate since 2021. Prior to joining Carrier, Mr. Agrawal spent 14 years, from 2005 to 2019, at UTC across multiple divisions and corporate headquarters. Most recently, he served as President, Aftermarket at Collins Aerospace and UTC Aerospace Systems. He also led the integration of Rockwell Collins, a large commercial aftermarket business at Pratt & Whitney. He also led UTC Financial Planning & Analysis. Prior to joining UTC, he spent seven years with Bain & Company, a global strategy consulting firm, where he led broad-based client engagements with mid to large-size companies (both publicly and privately equity held) across the industrial, healthcare, financial services and retail sectors. Mr. Agrawal has a Master of Business Administration from Carnegie Mellon University’s Tepper School of Business, where he earned their highest honor (Elliott Dunlop Smith Award). He also has a Ph.D. in Engineering from the University of Missouri. We believe that Mr. Agrawal is qualified to serve as a member of the Board due to his deep extensive industry and public company experience.

  7. Continuing Directors

    Patrick C. Eilers. Mr. Eilers has served as the Executive Chairman of the Board since May 2024 and as a member of the Board since March 2021, which includes his service as a member of the Board of Directors of XPDB between March 2021 and the consummation of the Business Combination. Prior to the Business Combination, Mr. Eilers also served as the Chief Executive Officer of XPDB since its formation in March 2021. Mr. Eilers is the founder and has served since 2019 as the Managing Partner of TEP, a private equity firm focused on the energy & power transition, in particular its impact on the electrical grid, with an expertise in (i) renewable energy, (ii) energy storage, technology, equipment & services, and (iii) transitional energy infrastructure. Mr. Eilers has over 20 years of investment experience focused on the energy & power transition. Mr. Eilers served as Chief Executive Officer and Director of Power & Digital Infrastructure Acquisition Corp. from December 2020 until the completion of its merger with Core Scientific in January 2022. Prior to founding TEP, Mr. Eilers was a Managing Director on the BlackRock Infrastructure Platform, where he also served as an Investment Committee member for BlackRock’s Global Renewable Power Fund, Global Energy & Power Infrastructure Fund, and chaired the Energy & Power Private Equity Fund. Prior to joining BlackRock in 2016, he also worked at Madison Dearborn Partners overseeing the firm’s energy, power, and chemicals practices for 10 years. Mr. Eilers earned a Bachelor of Science in Biology and Mechanical Engineering from the University of Notre Dame and a Master of Business Administration from the Kellogg School of Management at Northwestern University. We believe Mr. Eilers is well qualified to serve as one of our directors due to his extensive executive, director and leadership experience in private equity and investment banking, including extensive knowledge relating to the power generation, power infrastructure, transmission, and battery storage industries. Marwa Zaatari. Dr. Zaatari has served as a member of the Board since the consummation of the Business Combination. In November 2020, Dr. Zaatari co-founded D ZINE Partners and has served as the Chief Science Officer of D ZINE Partners since its founding. Prior to co-founding D ZINE Partners, Dr. Zaatari served as the Vice President of Building Solutions of enVerid Systems, Inc. from January 2015 through May 2020. Prior to joining enVerid Systems, Inc., Dr. Zaatari served as a consultant of Trinity Consultants and as the Chair of Indoor Air Quality Procedure of the U.S. Green Building Counsel (“USGBC”). Since May 2020, Dr. Zaatari has served as a member of the Board of Advisors of enVerid Systems, Inc. Dr. Zaatari also serves as a member of the Board of Directors of USGBC, as a member of the Technical Advisory Committee of the USGBC Center for Green Schools and as a member of various committees of the American Society of Heating, Refrigerating and Air-Conditioning Engineers (“ASHRAE”), including vice chair for ASHRAE Standards 62.1 and the Environmental Health Committee and a voting member for ASHRAE Standard 241. Dr. Zaatari received a Ph.D. in Architectural and Environmental Engineering from the University of Texas at Austin and a Master’s Degree in Engineering Management from The American University of Beirut, Lebanon, with a specialization in energy management. We believe that Dr. Zaatari is qualified to serve as a member of the Board due to her extensive experience in HVAC design innovation and her deep knowledge of industry standards.

  8. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. We have entered into indemnification agreements with each member of our Board and our executive officers.

  9. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of AirJoule’s named executive officers for the fiscal years ended December 31, 2024 and 2023.

  10. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total | | Matthew B. Jore | 2024 | 338,462 | - | 511,500 | 511,499 | 180,000 | 6,000 | 1,547,461 | | Chief Executive Officer | 2023 | 240,000 | - | - | - | - | - | 240,000 | | Stephen S. Pang | 2024 | 193,846 | - | 600,675 | 479,711 | 150,000 | - | 1,424,232 | | Chief Financial Officer | | | | | | | | | | Patrick C. Eilers | 2024 | 193,846 | - | 255,750 | 255,749 | 120,000 | - | 825,345 | | Executive Chairman | | | | | | | | |

  11. Summary Compensation Table

    (1) Amounts in this column for Mr. Jore include consulting fees paid to Mr. Jore through May 2024 for his services to the Company as an independent contractor through MRJ, LLC (“MRJ”), and salary paid to Mr. Jore from May 2024 through December 2024. For additional detail, please see “Narrative Disclosure to Summary Compensation Table — Consulting Fees,” “Narrative Disclosure to Summary Compensation Table — Base Salaries and Annual Bonuses” and “Executive Compensation Arrangements — Jore Consulting Arrangement” below. (2) Amounts in this column reflect the aggregate grant date fair value of restricted stock units granted during 2024 computed in accordance with FASB’s ASC Topic 718, Stock-based Compensation (“ASC Topic 718”), rather than the amounts paid to or realized by the named executive officer. Assumptions used in calculating the value of all restricted stock unit awards made to the named executive officers are included in Note 11 to AirJoule’s consolidated financial statements included in our Annual Report for the year ended December 31, 2024. (3) Amounts in this column reflect the aggregate grant date fair value of stock options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer. The assumptions used in calculating the value of all option awards made to the named executive officers are included in Note 11 to AirJoule’s consolidated financial statements included in our Annual Report for the year ended December 31, 2024. (4) Amounts for 2024 were earned in recognition of 2024 performance, and was paid to the named executive officers in March 2025. See “Narrative Disclosure to Summary Compensation Table — Base Salaries and Annual Bonuses — Annual Bonuses” below for additional information. (5) Amount in this column for Mr. Jore reflects the aggregate lease payments made by the Company to Mr. Jore in January, February and March 2024 pursuant to a property lease agreement between the Company and Mr. Jore, which was terminated upon the close of the Business Combination.

  12. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding outstanding equity awards as of December 31, 2024 for each of our named executive officers.

  13. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Matthew B. Jore | 6/6/2024 | - | 131,664 | 10.23 | 6/6/2034 | | | | | 6/6/2024 | - | - | - | - | 50,000 | 398,500 | | Stephen S. Pang | 6/6/2024 | - | 65,832 | 10.23 | 6/6/2034 | | | | | 6/6/2024 | - | - | - | - | 25,000 | 199,250 | | | 9/9/2024 | - | 177,747 | 10.23 | 6/6/2034 | | | | | 9/9/2024 | - | - | - | - | 67,500 | 537,975 | | Patrick C. Eilers | 6/6/2024 | - | 65,832 | 10.23 | 6/6/2034 | | | | | 6/6/2024 | - | - | - | - | 25,000 | 199,250 |

  14. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Represents options to purchase shares of Class A common stock, which are eligible to vest as to 25% of the underlying shares on the first anniversary of the applicable vesting commencement date and as to the remaining underlying shares in 12 substantially equal quarterly installments thereafter, subject to the named executive officer’s continued service through the applicable vesting date. These options are subject to accelerated vesting in connection with certain terminations of the named executive officer’s service with the Company, as further described under the section titled “Narrative Disclosure to Summary Compensation Table — Equity Compensation — Stock Options” above. Represents awards of restricted stock units, which are eligible to vest as to 25% of the restricted stock units subject thereto on each of the first four anniversaries of the applicable vesting commencement date, subject to the named executive officer’s continued service through the applicable vesting date. These awards of restricted stock units are subject to accelerated vesting in connection with certain terminations of the named executive officer’s service with the Company, as further described under the section titled “Narrative Disclosure to Summary Compensation Table — Equity Compensation — Restricted Stock Units” above. The market value for the restricted stock units is calculated based on the closing price of our Class A common stock as of December 31, 2024, which was $7.97 per share.

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  16. Pre-Business Combination Director Compensation

    Pre-Business Combination Director Compensation None of our non-employee directors received any cash, equity or other compensation for their service on the Board during 2024.

  17. Post-Business Combination Director Compensation

    Post-Business Combination Director Compensation In June 2024, the Board approved a one-time cash payment of $50,000 to Mr. Dabbar and granted a one-time equity award to Mr. Dabbar with a target value of $108,000, granted 50% in the form of restricted stock units and 50% in the form of stock options. In addition, on June 6, 2024, our Board adopted the Non-Employee Director Compensation Program, which is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of AirJoule stock to further align their interests with those of our stockholders. The Non-Employee Director Compensation Program provides the following compensation for eligible non-employee directors: Cash compensation • An annual cash retainer of $50,000 for each non-employee director. • An additional annual cash retainer for serving as a committee chair in the following amounts: (i) $15,000 for the Audit Committee chair, (ii) $10,000 for the Compensation Committee chair and (iii) $10,000 for the Nominating and Corporate Governance Committee chair. Annual cash retainers are paid in quarterly installments in arrears and pro-rated for any partial calendar quarter of service. Equity compensation • An annual equity award with a target value of $108,000, granted 50% in the form of restricted stock units and 50% in the form of stock options, in each case, to be granted on the date of each annual or special meeting of the Company’s stockholders, eligible to vest in full on the earlier to occur of (i) the one year anniversary of the applicable grant date and (ii) the date preceding the next annual meeting of the Company’s stockholders following the grant date, subject to the applicable non-employee director’s continued service through the applicable vesting date. If a non-employee director is first appointed or elected on a date other than the date of an annual or special meeting of the Company’s stockholders, such director will be granted an equity award with a target value pro-rated for any partial year of service. Each annual equity award granted under our Non-Employee Director Compensation Program will vest (and become exercisable, as applicable) in full (i) immediately prior a “change in control” of the Company (as defined in the Incentive Plan, or similar term as defined in the then-applicable plan), subject to the applicable non-employee director’s continued service until immediately prior to the change in control, if the non-employee director will not become a member of the Board or board of directors of the successor to the Company (or any parent thereof) as of immediately following the change in control, and (ii) if a non-employee director incurs a termination of service with the Company due to his or her death or disability. Compensation under our Non-Employee Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the Incentive Plan.

  18. 2024 Director Compensation Table

    2024 Director Compensation Table The following table contains information concerning the compensation of our non-employee directors for 2024.

  19. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Paul Dabbar | 98,750 | 110,484 | 110,486 | 319,720 | | Marwa Zaatari | 45,000 | 55,242 | 55,243 | 155,485 | | Max S. Baucus | 45,000 | 55,242 | 55,243 | 155,485 | | J. Kyle Derham | 37,500 | 55,242 | 55,243 | 147,985 | | Ajay Agrawal | 37,500 | 55,242 | 55,243 | 147,985 | | Stuart D. Porter | 37,500 | 55,242 | 55,243 | 147,985 |

  20. 2024 Director Compensation Table

    (1) Amounts in this column reflect the aggregate grant date fair value of restricted stock units granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Assumptions used in calculating the value of all restricted stock unit awards made to the directors are included in Note 11 to AirJoule’s consolidated financial statements included in our Annual Report for the year ended December 31, 2024. (2) Amounts in this column reflect the aggregate grant date fair value of stock options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Assumptions used in calculating the value of all option awards made to the directors are included in Note 11 to AirJoule’s consolidated financial statements included in our Annual Report for the year ended December 31, 2024. The following table shows the aggregate numbers of unvested restricted stock units and option awards (exercisable and unexercisable) held as of December 31, 2024 by each non-employee director who served during 2024.

  21. 2024 Director Compensation Table

    | Name | Unvested RSU Awards Outstanding at Fiscal Year End (#) | Options Outstanding at Fiscal Year End (#) | | Paul Dabbar | 10,800 | 28,440 | | Marwa Zaatari | 5,400 | 14,220 | | Max S. Baucus | 5,400 | 85,615 | | J. Kyle Derham | 5,400 | 14,220 | | Ajay Agrawal | 5,400 | 14,220 | | Stuart D. Porter | 5,400 | 14,220 |