DEF 14A of Venture Global, Inc.
Filed Apr 3, 2025 · FY20240001193125-25-071787
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| PROPOSAL 1 | Election of Directors | | Recommendation of the Board | | | Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated the seven (7) individuals listed below to serve as directors. Our nominees include five independent directors, as defined in the New York Stock Exchange (the “NYSE”) governance rules. Each of our director nominees has served on our Board since September 2023 and through our initial public offering (the “IPO”) in January 2025. Term & Service. Each director’s term runs from the date of their election until our next annual stockholders’ meeting and until their successor (if any) is elected or appointed. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the individuals named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board, or the proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date. However, we have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. Voting and Election. Our Amended and Restated Bylaws (“Bylaws”) provide that a director nominee is elected only if they receive a plurality of the votes cast in respect of the shares present or represented by proxy at the meeting and entitled to vote generally in the election of directors. As a result, any shares not voted “FOR” a particular candidate, whether as a result of a “WITHHOLD” vote or broker non-vote, will not be counted in such candidate’s favor and will have no effect on the election results. For more information, see “Additional Meeting Information; How do I vote?” on page 33. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Biographical Information. For each of the seven (7) director nominees standing for election, the following pages set forth certain biographical information, including a description of their principal occupation, business experience, and the primary qualifications that the Nominating and Corporate Governance Committee considered in recommending them as director nominees, as well as the Board committees on which each director nominee will serve as of the 2025 Annual Stockholders’ Meeting. | | The Board recommends that you vote “FOR” the election of each our seven (7) nominees. |
*DIRECTOR NOMINEES
*DIRECTOR NOMINEES
*DIRECTOR NOMINEES
| Michael Sabel CEO, Executive Co-Chairman of the Board and Founder Age: 58 Director Since: 2023 | COMMITTEES C (Chair), G (Chair) |
*DIRECTOR NOMINEES
Michael Sabel is one of the Company’s co-founders. Mr. Sabel has served as the Company’s Chief Executive Officer and as Executive Co-Chairman of the Company’s Board since September 2023. Mr. Sabel has also served as the sole Chief Executive Officer of Venture Global LNG, Inc. (“VGLNG”), a wholly-owned subsidiary of the Company, since October 2020 and has served as Executive Co-Chairman of VGLNG’s board of directors since August 2014. Mr. Sabel is also currently Managing Partner of Venture Global Partners II, LLC (“VG Partners”), the Company’s controlling shareholder. Prior to founding Venture Global, Mr. Sabel spent decades working in the energy, technology and financial service sectors in senior leadership, new company formation, technology licensing and corporate business development. We believe Mr. Sabel is qualified to serve as director due to his experience as one of our co-founders and as our Chief Executive Officer, his decades of experience in capital markets transactions, his comprehensive experience in the energy, energy technology and financial services sectors and his in-depth knowledge of the issues, challenges, and opportunities facing us.
*DIRECTOR NOMINEES
| Robert Pender Executive Co-Chairman, Executive Co-Chairman of the Board and Founder Age: 71 Director Since: 2023 | COMMITTEES C, G |
*DIRECTOR NOMINEES
Robert (Bob) Pender is one of the Company’s co-founders. Mr. Pender has served as an Executive Co-Chairman of the Company’s Board since September 2023. Prior to October 2020, Mr. Pender served as Co-Chief Executive Officer of VGLNG, a wholly-owned subsidiary of the Company. Mr. Pender has also served as an officer of VGLNG as Executive Co-Chairman since October 2020 and as Executive Co-Chairman of VGLNG’s board of directors since August 2014. Mr. Pender is also Managing Partner of VG Partners, the Company’s controlling shareholder. Mr. Pender previously practiced law for over 28 years, specializing in alternative energy project finance, including during the early years of the sustainable energy transition in the U.S. Mr. Pender has worked on over $35 billion of energy, infrastructure and power projects, including cogeneration, biomass, wind, hydro, geothermal, LNG and nuclear. Prior to founding VGLNG, Mr. Pender previously served as a partner at Hogan Lovells, a global law firm, where he was the Chair and Practice Group Director of its Project & International Finance Group for a decade. Mr. Pender has led large-scale energy infrastructure transactions throughout North America, Central and South America, and South Asia, including representations of nation states, such as the Government of India (through its Ministry of Power), the Republics of Ecuador and Guyana and the People’s Republic of China (through its state-owned enterprises, Sinosure and China Development Bank), lenders, equity investors and developers. Mr. Pender also provided several years of pro bono support to, among others, the American Red Cross for tsunami relief in South Asia, Accion for micro-finance capital projects in Africa and the Republic of Haiti, beginning with legal support to the Interim Haiti Recovery Commission, then serving as a counselor to the Minister Delegate for Energy Security, Republic of Haiti. We believe Mr. Pender is qualified to serve as director due to his experience as one of our co-founders, his decades of experience in law related to alternative energy project finance, and his experience leading large-scale energy infrastructure transactions both domestically and internationally.
*DIRECTOR NOMINEES
| Sari Granat Director Age: 54 Director Since: 2023 INDEPENDENT | COMMITTEES G |
*DIRECTOR NOMINEES
Sari Granat has served on the Company’s Board since September 2023 and has served on the board of directors of VGLNG, a wholly-owned subsidiary of the Company, since January 2022. Ms. Granat has been president and chief operating officer of Chainalysis since 2022, the blockchain data platform, where she has managed the company’s general and administrative functions, including finance, human resources, legal, information security and information technology and the company’s sales organization. At Chainalysis, Ms. Granat works across the firm on strategies to advance the company’s mission of bringing trust and transparency to the global cryptocurrency community. In addition, Ms. Granat currently serves on the board of Assurant, Inc. (NYSE: AIZ), a global provider of risk management products and services, where she serves on the board’s Compensation and Talent Committee and Information Technology Committee. Ms. Granat has also served on the boards of ComplySci, a provider of regulatory technology solutions for the financial services sector, and Opening Act, a nonprofit that advances arts equity by providing free theater programs to New York City’s highest need public schools, the CxO Advisory Council for VMware and on the General Counsel Steering Committee for the National Association of Corporate Directors. From 2012 to 2022, Ms. Granat was with IHS Markit, a formerly NYSE-listed $45+ billion data, analytics and technology company prior to its merger with S&P Global in February 2022, where she most recently served as chief administrative officer and general counsel, leading information security, information technology, legal, risk management, privacy and compliance functions. From 2010 to 2012, Ms. Granat was chief administrative officer and head of business development at TheMarkets.com LLC, a financial technology and data provider. Prior to that role, Ms. Granat has served in a variety of legal and strategy positions with Dow Jones & Company, Kaplan, Inc., Skadden, Arps, Slate, Meagher & Flom LLP, and Kenyon & Kenyon. We believe Ms. Granat is qualified to serve as director due to her significant leadership and management experience within the financial technology and data analytics sectors, including her experience of more than 10 years general counsel of public companies and in risk management, privacy and information technology.
*DIRECTOR NOMINEES
| Andrew Orekar Director Age: 48 Director Since: 2023 INDEPENDENT | COMMITTEES A (Chair) |
*DIRECTOR NOMINEES
Andrew Orekar has served on the Company’s Board since September 2023 and has served on the board of directors of VGLNG, a wholly-owned subsidiary of the Company, since September 2021. Mr. Orekar is the former Chief Executive Officer and Board Member of GasLog Partners (NYSE: GLOP-A), one of the world’s largest LNG shipping companies. Appointed CEO at GasLog Partners’ founding in 2014, Mr. Orekar led the company’s IPO and oversaw its growth from three to fifteen vessels during his nearly seven years as CEO. Mr. Orekar worked at GasLog Partners in his capacity as CEO until 2020. Prior to joining GasLog Partners, Mr. Orekar served as Managing Director at Goldman, Sachs & Co., where he advised natural resources companies on mergers and acquisitions and capital markets transactions. Mr. Orekar joined Goldman Sachs in 1998 and held several leadership positions in the investment banking division. Mr. Orekar also previously served on the boards of directors of Tortoise Acquisition Corp. and Parabola Acquisition Corp. Following his tenure as CEO of GasLog Partners, Mr. Orekar has provided consulting services to investors and companies in the energy and shipping sectors. We believe Mr. Orekar is qualified to serve as director due to his extensive public company leadership experience in the LNG and maritime transport sectors and his deep knowledge of corporate transactions within the energy, shipping and financial services industries.
*DIRECTOR NOMINEES
| Thomas J. Reid Director Age: 60 Director Since: 2023 INDEPENDENT | COMMITTEES C |
*DIRECTOR NOMINEES
Thomas Reid has served on the Company’s Board since September 2023 and has served on the board of directors of VGLNG, a wholly-owned subsidiary of the Company, since January 2022. Mr. Reid is chief legal officer and secretary of Comcast Corporation (Nasdaq: CMCSA), a position he has held since April 2019. Mr. Reid oversees Comcast’s legal, corporate governance and strategic intellectual property functions and the company’s government and regulatory affairs and political affairs functions. Mr. Reid joined Comcast in 2019 after a successful career at Davis Polk & Wardwell, LLP. Mr. Reid began his career there in 1987 and served as chairman and managing partner of the firm from 2011 until his transition to Comcast. Mr. Reid also served as a Managing Director in the Investment Banking division of Morgan Stanley from 2000-2003. Mr. Reid’s private legal practice and banking career were heavily focused on the global energy and utilities sector, advising on privatizations, mergers and acquisitions, financings and board investigations for leading international oil and gas companies and national oil companies. Mr. Reid serves as trustee for the Archdiocese of New York’s Inner-City Scholarship Fund and as a trustee of the National Urban League. We believe Mr. Reid is qualified to serve as director due to his extensive leadership experience in legal advisory roles, including his role at public companies, law firms, and investment banks, as well as his deep knowledge of the global energy and utilities sector.
*DIRECTOR NOMINEES
| Jimmy Staton Director Age: 64 Director Since: 2023 INDEPENDENT | COMMITTEES A |
*DIRECTOR NOMINEES
Jimmy Staton has served on the Company’s Board since September 2023 and has served on the board of directors of VGLNG, a wholly-owned subsidiary of the Company, since August 2014. Mr. Staton was formerly VGLNG’s Executive Vice President from January 2015 to November 2016. Mr. Staton is currently the President and Chief Executive Officer of the South Carolina Public Service Authority (Santee Cooper), a state owned electric and water utility company that provides power directly or indirectly to 2 million South Carolinians and clean water to over 200,000 customers, and has served in such capacity since March 2022. Prior to this, Mr. Staton served as President and CEO of Southern Star Central Corporation, a privately held natural gas pipeline company with assets throughout the Midwest United States, from 2017 to 2022. Additionally, Mr. Staton also served as Executive Vice President and Group CEO for NiSource, Inc. (NYSE: NI) from 2008 to 2014. Prior to his tenure at NiSource, Mr. Staton held several senior executive level positions at Dominion Resources, Inc. (NYSE: D) from 1993 to 2008. Mr. Staton has also been active in industry organizations having served on the board of directors for the Edison Electric Institute, the Interstate Natural Gas Association of America, the American Gas Association, the American Gas Foundation and the Southern Gas Association. We believe Mr. Staton is qualified to serve as director due to his extensive experience in the utilities sector, including leadership roles in gas distribution, electric and gas utilities and interstate gas pipelines businesses.
*DIRECTOR NOMINEES
| Roderick Christie Director Age: 62 Director Since: 2023 INDEPENDENT | COMMITTEES A |
*DIRECTOR NOMINEES
Roderick Christie has served on the Company’s Board since September 2023 and has served on the board of directors of VGLNG, a wholly-owned subsidiary of the Company, since June 2023. Mr. Christie is a veteran of the electricity and energy sectors, with over 30 years of international experience. From September 2022 to January 2023, Mr. Christie was Executive Vice President of Baker Hughes (Nasdaq: BKR), Industrial & Energy Technology business where he worked with business developments, manufactures and services of a wide range of technologies for the energy, aviation and automotive industries. Prior to that, from January 2016 to September 2022, Mr. Christie was Executive Vice President of Baker Hughes Turbomachinery and Process Solutions business. In 2017, Mr. Christie created and led the Baker Hughes Climate Technology Solutions, developing solutions for hydrogen, CCUS, integrated clean energy, and emissions management to support customers’ net-zero emission ambitions and latterly integrated the Baker Hughes Controls, Sensing and Diagnostics businesses to create the Baker Hughes Industrial & Energy Technology Business. From June 2018 to February 2023, Mr. Christie served as a member of the board at Aero Alliance Products & Services LLC. Prior to Baker Hughes, Mr. Christie was President & CEO of GE Energy Subsea Solutions from June 2011 to December 2016, President of GE Energy Central & Eastern Europe, Russia and Central Asia from September 2004 to June 2011 and CEO of GE Energy Services Europe from June 1999 to September 2004. Before joining GE, he worked for 14 years at Scottish & Southern Energy (LSE: SSE) in the utility power sector, where he held a wide range of engineering, project development and management roles. Accordingly, Mr. Christie has developed significant global experience in the oil & gas, gas processing, LNG, refining, petrochemical and electricity sectors. We believe Mr. Christie is qualified to serve as director due to his decades of international experience in the electricity and energy sectors, and his extensive public company leadership experience within the energy industry. Committee names are abbreviated as follows: A = Audit, C = Compensation and G = Nominating and Corporate Governance.
Compensation Committee
| • | reviewing and approving the compensation of our directors; |
Limitation of Liability and Indemnification of Directors and Officers
Limitation of Liability and Indemnification of Directors and Officers Our amended and restated certificate of incorporation and our Bylaws contain provisions that limit the liability of our directors or officers for monetary damages to the fullest extent permitted by Delaware law. Further, we entered into indemnification agreements with each of our directors and officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and officers in investigating or defending any such action, suit, or proceeding. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified individuals to serve as directors and officers.
Our Compensation Philosophy
| • | Competitive Pay: Our goal is to attract and maintain the best talent in our industry by paying above-market total compensation. We will review “market” total compensation and, over time, target each executive competitively within the market based upon our assessment of a variety of factors including individual performance, Company-wide performance, time in role, individual skills and importance of the role. Generally, our philosophy is to place more compensation in cash-based incentive opportunities, which are tied to key project-based milestones reflecting our long-term business objectives, as well as year-over-year individual performance goals. As noted above, actual pay delivered will vary based on both Company-wide and individual performance. The elements of our compensation programs are discussed in greater detail below. |
Our Compensation Philosophy
| • | Alignment with Shareholder Interests: The interests of our executives should align with the interests of our stockholders. Our short- and long-term incentive compensation programs utilize a performance-based mentality that correlates well with the creation of stockholder value. |
Our Compensation Philosophy
| • | Support Business Strategy: Our executive compensation programs are aligned with our short-term and long-term business objectives, business strategy and Company-wide financial and operational performance, furthering the creation of stockholder value. |
Cash Incentive Compensation Arrangements
Cash Incentive Compensation Arrangements In order to incentivize and reward performance, we maintain various cash incentive opportunities for our executives, including our NEOs, which pay out based on the achievement of certain financial and operating performance objectives and our key strategic priorities. We believe these opportunities reflect a well-balanced framework for motivating our key personnel to execute on our strategic priorities while being recognized for their individual contributions to our short- and long-term growth. In connection with our IPO, our Board approved the adoption of a management cash incentive plan which governs the grant of cash-based incentive compensation for performance periods beginning after the completion of our IPO.
Annual Cash Performance Bonus
Annual Cash Performance Bonus Our NEOs are eligible to receive cash-based annual performance bonuses based on a qualitative evaluation of individual and Company performance following the applicable performance year, including with respect to achievement of strategic milestones and financial performance. At the end of each year, the Chief Executive Officer assesses such performance and provides a recommendation to our Board as to each NEO’s annual performance bonus amount, including his own. The Company believes that this approach provides an opportunity to balance our annual financial and operational achievements with qualitative judgments regarding how individual performance goals were achieved and ensures appropriate and balanced outcomes once all relevant facts are known following the end of a fiscal year. As the Company’s corporate governance practices continue to develop over time, the Compensation Committee will continue to evaluate its compensation programs and criteria with a focus on aligning short-term incentive compensation to achievement of performance-specific outcomes for a given year. Annual performance bonuses are generally payable in March or April of the year following the year for which the bonus is earned, subject to the NEO’s continued employment with us through the payment date. Annual performance bonuses earned by our NEOs for the 2024 fiscal year are as follows:
Annual Cash Performance Bonus
| Name | 2024 Bonus | | Michael Sabel | $25,000,000 | | Jonathan Thayer | $3,000,000 | | Robert Pender | $25,000,000 | | Thomas Earl | $3,000,000 | | Keith Larson | $3,000,000 |
Project Milestone Bonuses
Project Milestone Bonuses Project Milestone Bonuses constitute an important part of our compensation philosophy by rewarding successful completion of key strategic objectives. Each NEO is eligible to earn certain cash bonuses (“Project Milestone Bonuses”) upon the successful completion of significant milestones with respect to the development of our natural gas liquefaction and export facilities. For each export facility project or phase thereof, a Project Milestone Bonus is earned upon the completion of three milestones as follows:
Project Milestone Bonuses
| • | FID: Earned upon the Board’s determination that, with respect to any project or phase thereof, the following conditions have been satisfied: (i) the project has received all necessary regulatory authorizations, including from FERC, to commence construction; (ii) the project has secured sufficient financing for construction and funds are available from lenders for disbursement thereunder; and (iii) the project has received approval from the Board to proceed with the construction. |
Project Milestone Bonuses
| • | LPS: Earned on the date on which, with respect to any project or phase thereof, the performance acceptance tests for a certain number of liquefaction trains of the project or phase thereof have been successfully passed and such liquefaction trains have initiated continuous operation producing liquefied natural gas for sale. |
Project Milestone Bonuses
| • | COD: Earned as of first day of commercial operations at the relevant project or phase thereof, as specifically defined in our post-COD liquefied natural gas sales and purchase agreements. |
Project Milestone Bonuses
Project Milestone Bonuses are generally payable in connection with the completion of each milestone noted above, subject in each case to the NEO’s continued employment through the applicable payment date. In certain cases, the bonuses are paid in equal quarterly installments over a one-year period, subject to the NEO’s continued employment through each payment date. The following table sets forth, for each of our NEOs, the aggregate Project Milestone Bonus opportunity outstanding as of December 31, 2024. In 2024, Project Milestone Bonuses were outstanding with respect to the Calcasieu Project, the Plaquemines Project, the CP2 Project and/or the Delta Project. No Project Milestone Bonuses were granted or paid in 2024.
Project Milestone Bonuses
| Name | Outstanding as of December 31, 2024 | | Michael Sabel | $17,000,000 | | Jonathan Thayer(1) | $14,000,000 | | Robert Pender | $17,000,000 | | Thomas Earl(1) | $11,000,000 | | Keith Larson(1) | $14,000,000 |
Project Milestone Bonuses
| (1) Each Project Milestone Bonus that becomes earned will be paid in four equal quarterly installments over a 12-month period, except in the case of Mr. Thayer, who received certain Project Milestone Bonuses in 2020 (totaling $9,000,000 of the outstanding amount reported in the table), which will be paid within 45 days of completion of each milestone. |
Major Revenue Contract Bonuses
Major Revenue Contract Bonuses Another element of our compensation philosophy is recognizing the accomplishments of employees in contributing to our sustained long-term growth and development. Accordingly, we compensate employees who primarily focus on marketing our business for their critical roles in negotiating and successfully executing major revenue contracts for liquefied natural gas (“Revenue Contract Bonus”). Of our NEOs, only Mr. Earl is eligible to receive a Revenue Contract Bonus pursuant to the terms of his services agreement with us. The Revenue Contract Bonus is earned upon execution of a sales and purchase agreement pursuant to which a specified amount of liquefied natural gas is committed to be purchased over an extended contract term. Payment of the bonus is subject to Mr. Earl’s continued employment on the date of execution of such contract and payable within 30 days thereof. Mr. Earl did not earn a Revenue Contract Bonus in 2024.
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation We view long-term equity incentive compensation as a critical component of our balanced total compensation program and a primary means to incentivize our employees to contribute to the long-term growth and development of our business. For us, this has historically taken the form of non-qualified stock option grants under the Venture Global LNG, Inc. 2014 Stock Option Plan, as amended and restated from time to time (the “2014 Plan”), and its successor plan, the Amended and Restated Venture Global, Inc. 2023 Stock Option Plan (the “2023 Plan”). In connection with certain reorganization transactions (the “Reorganization Transactions”), all options that were previously granted and outstanding under the 2014 Plan were converted, on a one-for-one basis, into stock options with respect to shares of our Class A common stock under the 2023 Plan and remain outstanding under the 2023 Plan. Stock options granted to our NEOs pursuant to our equity incentive program vest in equal quarterly installments over a four-year period from the grant date, subject to the executive’s continued employment with us through each vesting date and expire on the 10th anniversary of the grant date. In 2024, none of our NEOs received a grant of stock options. In connection with our IPO, our Board and our stockholders approved the adoption of the Venture Global, Inc. 2025 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), under which our employees (including our NEOs) may receive long-term incentive compensation in the future.
Executive Employment Agreements
Executive Employment Agreements
Jonathan Thayer
Jonathan Thayer On January 10, 2025, we (through our operating subsidiary, VGLNG) entered into an employment agreement with Mr. Thayer, which became effective in connection with our IPO, under which he serves as our Chief Financial Officer, reporting to the Chief Executive Officer. The agreement provides for an indefinite employment term which may be terminated by either party at any time for any reason. The employment agreement provides for Mr. Thayer’s annual base salary of $1,500,000, participation in our annual incentive compensation program, as in effect from time to time, receipt of Project Milestone Bonuses (as described under “Elements of Compensation – Cash Incentive Compensation Arrangements – Project Milestone Bonuses” above), receipt of Strategic Recognition Awards (as described under “Elements of Compensation – Cash Incentive Compensation Arrangements – Strategic Recognition Awards” above), eligibility to participate in our Omnibus Incentive Plan, as in effect from time to time, and participation in our benefit plans. In the event of a termination of Mr. Thayer’s employment by us without “cause” (a defined in the employment agreement) or as the direct result of a “change in control” (as defined below), he will receive, subject to his execution and non-revocation of a release of claims, a lump sum payment equal to his base salary for the year in which the termination date occurs, payable within 60 days of termination date. Under the agreement, a “change in control” is defined as both Messrs. Sabel and Pender ceasing to control possession, directly or indirectly, of the power to direct or cause the direction of the management of our Company, whether through the ownership of voting securities, by agreement or otherwise. In the event of a termination of Mr. Thayer’s employment for any other reason, including due to his death or “disability” (as defined in the agreement), he will solely be entitled to receive certain accrued compensation and benefits, and he will be deemed to have resigned from all positions he holds as an officer or director with us or any of our affiliates. As a condition of his employment, Mr. Thayer is subject to the restrictions set forth in a restrictive covenant agreement entered into with us, the terms of which are subscribed under “—Restrictive Covenant Agreements” below.
Risk Assessment and Compensation Practices
| • | our equity awards generally include multi-year vesting schedules requiring long-term employee commitment; and |
Risk Assessment and Compensation Practices
| • | we regularly monitor short- and long-term compensation practices to determine whether management’s objectives are achieved. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation paid to our NEOs during each of our fiscal years ended December 31, 2024 and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | All Other Compensation ($)(2) | Total ($) | | Michael Sabel | 2024 | 7,500,000 | 25,000,000 | 3,785,182 | 36,285,182 | | Chief Executive Officer, Executive Co-Chairman and Founder | 2023 | 5,584,790 | 26,000,000 | 1,997,026 | 33,581,816 | | Jonathan Thayer | 2024 | 1,500,000 | 4,812,500 | 21,449 | 6,333,949 | | Chief Financial Officer | 2023 | 1,500,000 | 3,875,000 | 20,150 | 5,395,150 | | Robert Pender | 2024 | 3,500,000 | 25,000,000 | 31,384 | 28,531,384 | | Executive Co-Chairman and Founder | 2023 | 2,498,252 | 26,000,000 | 37,967 | 28,536,219 | | Thomas Earl(3) | 2024 | 1,500,000 | 4,812,500 | 67,075 | 6,379,575 | | Chief Commercial Officer | 2023 | 1,500,000 | 4,820,000 | 37,640 | 6,357,640 | | Keith Larson | 2024 | 1,500,000 | 4,812,500 | 21,451 | 6,333,951 | | General Counsel and Secretary | 2023 | 1,500,000 | 4,000,000 | 20,150 | 5,520,150 |
Summary Compensation Table
| (1) Amounts reported for 2024 include (i) a 2024 annual performance bonus in the amount of $25,000,000 for each of Messrs. Sabel and Pender and $3,000,000 for each of Messrs. Thayer, Earl and Larson and (ii) payment of Strategic Recognition Awards in an amount equal to $1,812,500 for each of Messrs. Thayer, Earl and Larson. |
Summary Compensation Table
| (2) Amount reported includes, as applicable, (i) the value of perquisites and personal benefits (as defined by the SEC), including (A) payments made by the Company on behalf of Mr. Sabel for costs related to personal security at his residences in the amount of $2,664,269 (B) costs related to personal use of the corporate aircraft by Messrs. Sabel and Pender in the amount of $1,098,882 and $9,154, respectively, and (C) reserved parking allowances for each NEO; (ii) 401(k) matching contributions on behalf of our NEOs, other than Mr. Earl, in the amount of $20,700 each; (iii) stipends paid to Mr. Earl for health and welfare benefits in the amount of $36,000 and (iv) contributions to Mr. Earl’s pension in the amount of $31,075. See “—Other Benefits and Perquisites” above for more information. In accordance with applicable SEC rules and requirements, we valued perquisites and personal benefits based on our incremental cost of providing such items. |
Summary Compensation Table
| (3) All compensation paid to Mr. Earl was earned in U.S. dollars and paid in British pounds using the applicable exchange rates in effect as of the date the compensation is earned. The average monthly exchange rate of U.S. dollars to British pounds in fiscal year 2024 was 0.7816. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards None of our NEOs received grants of plan-based awards in 2024.
Outstanding Equity Awards at Fiscal-Year End
Outstanding Equity Awards at Fiscal-Year End The following table sets forth information concerning outstanding equity awards for our named executive officers as of the end of our fiscal year ended December 31, 2024, after giving effect to an approximately 4,520.3317-for-one forward stock split of our Class A common stock effected in connection with our IPO. Messrs. Sabel and Pender did not hold any outstanding equity awards as of year-end.
Outstanding Equity Awards at Fiscal-Year End
| Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Jonathan Thayer | 06/17/2020 | 22,601,658 | — | 1.16 | 06/17/2030 | | | 05/12/2022 | 2,825,200 | 1,695,131 | 3.39 | 05/12/2032 | | Thomas Earl | 07/18/2017 | 9,040,663 | — | 0.79 | 07/18/2027 | | | 01/24/2018 | 4,520,331 | — | 0.84 | 01/24/2028 | | | 04/01/2019 | 4,520,331 | — | 1.55 | 04/01/2029 | | | 04/01/2020 | 4,520,331 | — | 1.16 | 04/01/2030 | | | 04/20/2021 | 1,997,640 | 282,525 | 1.55 | 04/20/2031 | | | 05/12/2022 | 2,825,200 | 1,695,131 | 3.39 | 05/12/2032 | | Keith Larson | 07/01/2017 | 13,560,995 | — | 0.79 | 07/01/2027 | | | 01/24/2018 | 4,520,331 | — | 0.84 | 01/24/2028 | | | 04/01/2019 | 9,040,663 | — | 1.55 | 04/01/2029 | | | 04/20/2021 | 1,997,640 | 282,525 | 1.55 | 04/20/2031 | | | 05/12/2022 | 2,825,200 | 1,695,131 | 3.39 | 05/12/2032 |
Outstanding Equity Awards at Fiscal-Year End
| (1) All awards granted to our NEOs are options to purchase Series A common shares originally granted under the 2014 Plan which were converted, on a one-for-one basis, in connection with the Reorganization Transactions into options to purchase shares of our Class A common stock under the 2023 Plan and remain outstanding under the 2023 Plan. All options granted to our NEOs vest in equal quarterly installments over a four-year period from the date of grant, subject to the NEO’s continued employment with us through each vesting date. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested None of our NEOs exercised any stock options during our fiscal year ended December 31, 2024. As of December 31, 2024, we had not granted any other equity awards, including in the form of restricted common shares, share appreciation rights (“SARs”), or restricted stock units (“RSUs”), and, as such, no such awards vested in 2024.
Pension Benefits
Pension Benefits Except for Thomas Earl (who receives contributions to his UK pension as described above under “Compensation Discussion & Analysis — Other Benefits and Perquisites — Retirement and Health and Welfare Benefits”), none of our NEOs are entitled to any payments or other benefits following or in connection with retirement.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of our NEOs participate in any plan that provides for the deferral of compensation on a basis that is not tax-qualified.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The Company does not maintain a formal severance policy, but certain of our NEOs have severance entitlements under the terms of their employment agreements, as described under “Compensation Discussion & Analysis – Executive Employment Agreements” above. As of December 31, 2024, certain of our NEOs were party to offer letters which provided for certain severance entitlements, as described below. The severance provisions under Mr. Thayer’s offer letter are the same as those set forth in his employment agreement. Under Mr. Earl’s offer letter, we or Mr. Earl could terminate his employment at any time with not less than one week notice in writing. In the event Mr. Earl’s employment was terminated by us, we could make a payment in lieu of notice by providing an amount equal to then-current base salary for the remainder of the notice period. None of our NEOs are entitled to any payments or benefits solely upon a Change in Control of our Company. Assuming the termination of employment of Messrs. Thayer and Earl on December 31, 2024 under the circumstances described above, they would have received severance payments in the amount of (i) for Mr. Thayer, $1,500,000 and (ii) for Mr. Earl, $28,846 (assuming payment in lieu of one weeks’ notice of termination).
2023 Stock Option Plan
2023 Stock Option Plan The 2023 Plan was adopted by our Board and approved by our stockholders in September 2023 in connection with the Reorganization Transactions, and amended and restated effective November 14, 2024. In connection with the IPO, all shares that then remained available for issuance under our 2023 Plan became available for issuance under the Omnibus Incentive Plan and no further equity awards may be granted under the 2023 Plan. Awards that were outstanding under the 2023 Plan as of the effectiveness of the Omnibus Incentive Plan will remain outstanding under, and subject to the terms and conditions of, the 2023 Plan. As of March 25, 2025, there were stock options outstanding under the 2023 Plan with respect to 252,440,449 shares of our Class A common stock having a weighted average exercise price of $1.53 per share. The 2023 Plan is administered by the Compensation Committee. Upon a Change in Control (as defined in the 2023 Plan) in which outstanding options are not assumed or continued, the Compensation Committee may take certain actions with respect to options, including (i) causing all options outstanding to be immediately exercisable prior to the Change in Control, with such exercise to be effective upon the Change in Control; and/or (ii) cancelling any outstanding options in exchange for a cash payment equal to the number of shares subject to such options multiplied by the excess of the amount per share paid to shareholders in such transaction over the applicable exercise price applicable to such options.
2025 Omnibus Incentive Plan
2025 Omnibus Incentive Plan Our Board and our stockholders approved the adoption of the Omnibus Incentive Plan, which became effective as of January 23, 2025 in connection with our IPO. As of the effectiveness of the Omnibus Incentive Plan, all shares that were available for issuance under our 2023 Plan became available for issuance under the Omnibus Incentive Plan and no further equity awards may be granted under the 2023 Plan. The Omnibus Incentive Plan is administered by the Compensation Committee and provides for the grant of equity-based awards to our employees, non-employee directors and consultants in the form of stock options (including incentive stock options, and nonqualified stock options), SARs, restricted stock, RSUs, performance awards, other cash-based awards and other share-based awards. Subject to adjustment, the total number of shares of our Class A common stock authorized for issuance under the Omnibus Incentive Plan is 171,772,605 shares. The number of shares reserved for issuance under the Omnibus Incentive Plan will be increased automatically on the first day of each of fiscal year of our Company following the effective date of the plan by a number equal to the smallest of (i) 3% of the number of shares outstanding on the last day of the immediately preceding fiscal year; and (ii) the number of shares determined by the Compensation Committee in its discretion. Upon a Change in Control (as defined in the Omnibus Incentive Plan), the Compensation Committee may take certain actions with respect to outstanding awards, including the (i) continuation or assumption of awards by the successor or surviving entity or its parent, (ii) substitution or replacement of awards by the successor or surviving entity or its parent with cash, securities, rights or other property with substantially the same terms and value as such awards, (iii) in the case of performance awards, the determination of the level of attainment of the applicable performance condition(s), and (iv) cancellation of awards in consideration of a payment in cash, securities or other property or, in certain circumstances, for no consideration.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the information below to illustrate the relationship between the “compensation actually paid” to our NEOs for the fiscal year ended December 31, 2024 and certain financial performance measures of the Company. This information has been prepared in accordance with Item 402(v) and does not necessarily reflect the actual amount of compensation earned by or paid to our NEOs for the applicable year. Please refer to the Compensation Discussion and Analysis section of this proxy statement for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance. We do not use any financial performance measures to link executive compensation to Company performance. Accordingly, we are not required to disclose either a “company-selected measure” or such company-selected measure’s relationship to executive compensation actually paid or a tabular list of our most important financial performance measures.
Pay Versus Performance
| | | | | | Value of initial fixed $100 investment based on: | | | | Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(1)(2) | Average summary compensation table total for non-PEO named executive officers(1)(2) | Average compensation actually paid to non-PEO named executive officers(1)(2) | Total shareholder return(3) | Peer group total shareholder return(3) | Net income(4) | | 2024 | $36,285,182 | $36,285,182 | $11,894,715 | $52,766,292 | — | — | $1,746,000,000 |
Pay Versus Performance
| (1) The dollar amounts reported for Michael Sabel, the Company’s principal executive officer (“PEO”), reflect the amounts reported in the “Total” column of our Summary Compensation Table for the fiscal year ended December 31, 2024. The dollar amounts reported for our remaining named executive officers other than our PEO (“non-PEO NEOs”), reflects the average of amounts reported for Messrs. Thayer, Pender, Earl and Larson in the “Total” column of our Summary Compensation Table for the fiscal year ended December 31, 2024. |
Pay Versus Performance
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s PEO or non-PEO NEOs on average. These amounts reflect the amounts reported in the “Total” column of our Summary Compensation Table, adjusted as shown below. Equity award values are calculated in accordance with FASB ASC Topic 718. |
Pay Versus Performance
| (3) As a company that had its IPO in 2025, we are unable to calculate our total shareholder return or the total shareholder return of our peer group under Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2024, since we had no shares of common stock registered under Section 12 of the Exchange Act during such year. |
Pay Versus Performance
| (4) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the fiscal year ended December 31, 2024. |
Pay Versus Performance
| | 2024 | | | Compensation Actually Paid | PEO | Non-PEO NEOs* | | Summary Compensation Table Total | $36,285,182 | $11,894,715 | | Less value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | — | — | | Plus year-end fair value of outstanding and unvested equity awards granted in the year | — | — | | Plus fair value as of vesting date of equity awards granted and vested in the year | — | — | | Plus (less) year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | 34,145,449 | | Plus (less) change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | — | 6,726,128 | | Compensation Actually Paid | $36,285,182 | $52,766,292 |
Pay Versus Performance
| * Amounts presented are averages for the entire group of non-PEO NEOs. |
Pay Versus Performance
“Compensation actually paid” compared to TSR, and net income. Total shareholder return and net income are some indicators of the Company’s overall financial performance that may impact the value of our NEOs’ total compensation; however, other factors are considered in setting NEOs’ compensation, as set forth in the Compensation Discussion and Analysis section of this proxy statement. As a company that had its IPO in 2025, there is no link yet between total shareholder return and net income to the “compensation actually paid” to the CEO and the remaining non-CEO NEOs. In any event, total shareholder return and net income are not used in the design of our executive compensation program; as a result, total shareholder return and net income do not directly impact the amount of “compensation actually paid” to the NEOs.
Director Compensation
Director Compensation The following table sets forth information concerning the compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash | Total | | Roderick Christie | $240,000 | $240,000 | | Sari Granat | $240,000 | $240,000 | | Andrew Orekar | $240,000 | $240,000 | | Thomas J. Reid | $240,000 | $240,000 | | Jimmy Staton | $240,000 | $240,000 |
Director Compensation
Prior to our IPO, each of our non-employee directors received a fee of $60,000, payable in cash for each regular and special Board meeting attended, whether in person or by telephone. In addition, each of our non-employee directors received a grant of stock options in connection with their appointment to our Board, which options vest in equal quarterly installments over a four-year period from the grant date, subject to their continued service through each vesting date. Our non-employee directors are reimbursed for their reasonable expenses incurred in attending meetings of the Board or committees. Employee directors do not receive additional compensation for their service on the Board. We maintain a director compensation policy which governs the annual compensation paid to our non-employee directors from and after our IPO. Our non-employee director compensation policy is administered by our Compensation Committee and provides each of our non-employee directors with an annual cash retainer for service on the Board of $240,000, plus additional cash retainers for service as the chair of a committee of the Board as follows: (i) Audit Committee Chair - $50,000; (ii) Compensation Committee Chair - $40,000; and (iii) Nominating and Governance Committee Chair - $40,000. Our non-employee directors also receive additional cash retainers for service as a member of any committee of the Board in the amount of $25,000. In addition, non-employee directors receive (i) a grant (which may be in the form of stock options or restricted stock units) made upon initial election or appointment to the Board with an aggregate grant date value in an amount to be determined by the Compensation Committee in its full and sole discretion, vesting in equal annual installments over a four-year period and (ii) an annual grant (which may be in the form of stock options or restricted stock units) with an aggregate grant date value in the amount of $200,000, to be made on or about the date of our annual stockholder meeting, vesting in equal annual installments over a four-year period.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards Item 402(x)(1) of Regulation S-K requires us to discuss our policies and practices on the timing of awards of options in relation to the disclosure by us of material nonpublic information. Prior to our IPO, we did not have to consider the timing of the release of material nonpublic information in relation to the timing of option grants. However, as the Company’s corporate governance practices continue to develop over time, we will develop policies and procedures in this regard, including (i) how our Board or Compensation Committee determines when to grant such awards, (ii) whether they take material nonpublic information into account when determining the timing and terms of such awards, and, if so, how the Board or Compensation Committee takes material nonpublic information into account when determining the timing and terms of such awards and (iii) whether we have timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Equity Compensation Plan Information
Equity Compensation Plan Information As of December 31, 2024, outstanding equity awards included stock options granted under our 2023 Plan, as described under “Executive Compensation Tables—2023 Stock Option Plan”. The following table sets forth information regarding our equity compensation plans as of December 31, 2024.
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans not approved by securityholders | 285,626,118 | $1.43 | — |
Equity Compensation Plan Information
| (1) Reflects stock options outstanding under our 2023 Plan. |
Equity Compensation Plan Information
In connection with our IPO, effective January 23, 2025, we adopted and our shareholders approved our Omnibus Incentive Plan, as described under “Executive Compensation Tables—2025 Omnibus Incentive Plan”. As of the effectiveness of the Omnibus Incentive Plan in January 2025, all shares that remained available for issuance under the 2023 Plan became available for issuance under the Omnibus Incentive Plan and no further equity awards will be granted under the 2023 Plan. Awards that remained outstanding under the 2023 Plan as of the effectiveness of the Omnibus Incentive Plan will remain outstanding under, and subject to the terms and conditions of, the 2023 Plan. Our 2025 contains an evergreen provision pursuant to which the number of shares reserved for issuance will automatically increase on the first day of each fiscal year in an amount equal to the lesser of (i) 3% of the aggregate number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller amount as determined by our Compensation Committee. The only plan pursuant to which we may currently make additional equity grants is the Omnibus Incentive Plan.