UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 relations. Ms. Linden received a Bachelor of Science degree in Accounting and a Master of Science degree in Management from Bridgewater State University. She is a licensed CPA in the State of Texas.
There are no arrangements or understandings between Ms. Linden and any other person pursuant to which Ms. Linden was appointed as Chief Accounting Officer, and there are no family relationships among any of the Company’s directors or executive officers and Ms. Linden. Ms. Linden does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 | ||
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