Verde Clean Fuels, Inc.
For the period ended Jun 12, 2025. Filed Apr 25, 2025.
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Jun 12, 2025 · Filed Apr 25, 2025
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DEF 14A 1 vcf-2025proxystatementkedr.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under Rule 14a-12 |
VERDE CLEAN FUELS, INC.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2025
Dear Verde Clean Fuels, Inc. Stockholder:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Verde Clean Fuels, Inc., a Delaware corporation (the “Company”), will be held via live webcast on Thursday, June 12, 2025 at 10:00 a.m. Eastern Time. To participate in the Annual Meeting, visit https://www.cstproxy.com/verdecleanfuels/2025, and enter the 12-digit control number included on your Proxy Card and the Notice of Internet Availability of Proxy Materials. You may register for the Annual Meeting as early as 10:00 a.m. Eastern Time on June 3, 2025. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the Annual Meeting, as described in the Proxy Statement.
A Proxy Statement and Proxy Card for the Annual Meeting are enclosed. The Annual Meeting is for the following purposes, as proposed by our Board of Directors:
| 1. | To re-elect Curtis Hébert, Jr. and Ron Hulme as Class II directors, to serve until the 2028 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified or until their earlier resignation, death or removal; |
| 2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3. | To transact such other business as may properly be raised at the Annual Meeting or any adjournment or postponement thereof. |
Only stockholders of record at the close of business on April 24, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and to submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received printed proxy materials, on the enclosed Proxy Card.
By Order of the Board of Directors,
/s/ Ron Hulme
Ron Hulme
Chairman of the Board
Houston, Texas
April 29, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 12, 2025:
The Proxy Statement and the Annual Report to Stockholders, which consists of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available at https://www.cstproxy.com/verdecleanfuels/2025. We expect the proxy materials to be mailed and/or made available to each stockholder entitled to vote on or before April 29, 2025.
Table of Contents
| QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS | 7 |
| INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS | 8 |
| INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE | 12 |
| Composition of Our Board of Directors | 12 |
| Classified Board | 12 |
| Cottonmouth Director Designee Right Pursuant to the Charter | 12 |
| Director Independence | 13 |
| Board Leadership Structure | 13 |
| Risk Oversight | 14 |
| Advance Notice Requirements for Stockholder Proposals and Director Nominations | 14 |
| Meetings of the Board and the Committees of the Board; Annual Meeting Attendance | 14 |
| Committees of the Board | 14 |
| Audit Committee Report | 15 |
| Procedure for Nominating Directors | 16 |
| Code of Ethics and Corporate Governance Guidelines | 17 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| Insider Trading Policy and Prohibition against Hedging and Pledging Transactions | 17 |
| DIRECTOR COMPENSATION | 18 |
| PROPOSAL NO. 2 – RATIFICATION OF THE SELECTION OF INDEPENDENT | 20 |
| Principal Accountant Fees and Services | 20 |
| Policy on Pre-Approval of Services Performed by Independent Registered Public Accounting Firm | 21 |
| EXECUTIVE OFFICERS | 22 |
| EXECUTIVE COMPENSATION | 23 |
| Overview | 23 |
| Summary Compensation Table | 27 |
| Outstanding Equity Awards at 2024 Fiscal Year-End Table | 27 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 29 |
| Business Combination and Related Transactions | 29 |
| Cottonmouth Transactions | 33 |
| Relationship with Shaw Group | 34 |
| Relationship with Five Star | 34 |
| Tax Receivable Agreement | 34 |
| Indemnification | 34 |
| Compensation Payable by Holdings to Two of Our Named Executive Officers | 34 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT | 36 |
| Change in Control | 38 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 38 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 38 |
|---|---|
| ADDITIONAL INFORMATION | 39 |
| Stockholder Proposals | 39 |
| Householding of Proxy Materials | 39 |
| Communications with the Board of Directors | 39 |
| Other Business | 40 |
| Incorporation by Reference | 40 |
VERDE CLEAN FUELS, INC.
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.