Verde Clean Fuels Announces Corporate Changes and Officer Compensation

TL;DR

Verde Clean Fuels shakes up leadership, appoints new officers, and details executive pay.

AI Summary

Verde Clean Fuels, Inc. announced on May 29, 2024, a series of significant corporate actions. These include the departure of directors, the election of new directors, and the appointment of new officers. The company also disclosed details regarding compensatory arrangements for its officers. This filing also includes financial statements and exhibits.

Why It Matters

Changes in board and executive leadership can signal shifts in company strategy or operational focus, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and executive leadership can introduce uncertainty about future strategy and operational stability.

Key Players & Entities

• Verde Clean Fuels, Inc. (company) — Registrant
• May 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• CENAQ Energy Corp. (company) — Former company name
• 20210120 (date) — Date of former company name change

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share VGAS The Nasdaq Capital M
• $11.50 — A Common Stock at an exercise price of $11.50 per share VGASW The Nasdaq Capital
• $265,000 — hings, (i) an annualized base salary of $265,000, (ii) eligibility to receive a discreti
• $371,000 — grant date fair value of approximately $371,000 ("Linden Option"). The Linden Option is
• $5.99 — A common stock at an exercise price of $5.99 per share, vesting ratably over four ye

Filing Documents

• ea0207168-8k_verdeclean.htm (8-K) — 30KB
• 0001213900-24-048494.txt ( ) — 247KB
• vgasw-20240529.xsd (EX-101.SCH) — 4KB
• vgasw-20240529_def.xml (EX-101.DEF) — 26KB
• vgasw-20240529_lab.xml (EX-101.LAB) — 36KB
• vgasw-20240529_pre.xml (EX-101.PRE) — 25KB
• ea0207168-8k_verdeclean_htm.xml (XML) — 6KB

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Principal Accounting Officer On May 29, 2024, Verde Clean Fuels, Inc. (the "Company") appointed Shannon Linden as Chief Accounting Officer and entered into an at-will employment arrangement with Ms. Linden (the "Linden Arrangement"). The Linden Arrangement provides for, among other things, (i) an annualized base salary of $265,000, (ii) eligibility to receive a discretionary annual cash bonus with a target amount of 40% of her base salary, based upon the achievement of certain performance objectives established by the Company's board of directors at its sole discretion, (iii) participation in the Company's employee benefit plans, and (iv) an option grant under the Company's 2023 Omnibus Incentive Plan (the "Plan") with a Black-Scholes grant date fair value of approximately $371,000 ("Linden Option"). The Linden Option is a non-qualified stock option for the purchase of up to 192,288 shares of Company Class A common stock at an exercise price of $5.99 per share, vesting ratably over four years based on continued employment during the vesting period, with such vesting to be accelerated upon a change of control (as defined in the Plan), exercisable for a period of seven years from the date of grant. As Chief Accounting Officer, Ms. Linden, age 43, has responsibility for SEC reporting, accounting, and Sarbanes-Oxley compliance. Immediately prior to this role, Ms. Linden provided interim accounting services to the Company from December 2023 through May 2024. Ms. Linden served as vice president and controller of Bluescape Group, an affiliate of the Company, from October 2021 through December 2023. From August 2013 through September 2021, Ms. Linden held positions with increasing responsibility at Celanese Corporation, including senior manager of external reporting and senior manager of investor r

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 31, 2024 Verde Clean Fuels, Inc. By: /s/ Ernest Miller Name: Ernest Miller Title: Chief Executive Officer and Interim Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR