C. Stephen Cochennet
About C. Stephen Cochennet
Independent director since May 9, 2023; age 68 in 2025. Background spans energy, utilities, and corporate finance; B.A. in Finance and Economics from the University of Nebraska. Serves as Audit Committee Chair and is designated an “audit committee financial expert.” Independence affirmed under Nasdaq rules. Beneficial ownership is minimal (100 common shares as of April 24, 2025; <0.01%). Tenure on AREB’s board since 2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kansas Resource Development Company | CEO & President | 2011–present | Private oil & gas exploration leadership |
| Orbital Infrastructure Group, Inc. | Independent Board & Committee Member | 2018–2023 | Public company governance experience |
| Guardian 8 Corporation | CEO & President | 2011–2015 | Led non-lethal security products company |
| EnerJex Resources, Inc. | Chairman, President & CEO | 2005–2010 | Public oil & gas company oversight |
| CSC Group, LLC | President | Pre-2011 | Strategic planning, capital formation advisory |
| UtiliCorp United (“Aquila”) | Executive roles | 1985–2002 | Finance, operations, HR, energy marketing; startup management |
| Federal Reserve | Examiner/Manager | ~6 years (pre-Aquila) | Managed failed banks in oil & gas markets |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Orbital Infrastructure Group, Inc. | Independent director | Public (former Nasdaq) | Board/committee member 2018–2023 |
| EnerJex Resources, Inc. | Chairman, President & CEO | Public | Commission-registered oil & gas company |
| Guardian 8 Corporation | CEO & President | Public/OTC (historical) | Executive leadership |
| Kansas Resource Development Company | CEO & President | Private | Energy exploration |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Determined independent under Nasdaq rules |
| Committees | Audit (Chair), Compensation, Nominating & Corporate Governance (NCGC), Mergers & Acquisitions (M&A) |
| Audit Expertise | Designated “audit committee financial expert” (Item 407(d)(5) Reg S-K); Audit Committee members independent under Rule 10A-3 |
| Executive Sessions | Independent directors to meet in regularly scheduled executive sessions |
| Board Leadership | CEO also Executive Chairman; Audit oversight emphasized under Audit Chair |
Fixed Compensation
| Year | Annual Retainer (Cash) | Meeting/Other Fees | Accrued As of Year-End | Stock Awards | Notes |
|---|---|---|---|---|---|
| 2024 | $60,000 | $19,875 | $90,000 | $0 | Non-employee directors eligible for $60k; accruals disclosed |
| 2023 | — | — | — | $38,795 | Accruals for 2023 director fees; stock comp settlement mechanics detailed company-wide |
Director compensation program: Non-employee directors entitled to $60,000/year; company also pays nominal cash meeting fees; equity settlements occurred in 2023 at depressed share prices, producing accounting gains.
Performance Compensation
No variable or performance-linked director compensation (no PSUs/RSUs/options or performance metrics) disclosed for C. Stephen Cochennet.
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlocks |
|---|---|---|---|
| Orbital Infrastructure Group, Inc. | Independent director & committee member | 2018–2023 | Company discloses no compensation committee interlocks |
| EnerJex Resources, Inc. | Chairman, President & CEO | 2005–2010 | None disclosed |
| Guardian 8 Corporation | CEO & President | 2011–2015 | None disclosed |
The company states no interlocking relationships exist between its Board and any other company’s compensation committee.
Expertise & Qualifications
- Finance and Economics degree (University of Nebraska)
- Designated audit committee financial expert; extensive energy/utilities operations and finance experience
- Prior CEO/Chair roles at public companies; strategic planning, capital formation, and transaction structuring experience
Equity Ownership
| Date (Record) | Security | Shares Beneficially Owned | % of Common Outstanding |
|---|---|---|---|
| Apr 24, 2025 | Common | 100 | <0.01% |
| May 28, 2024 | Common | 2,203 | 0.01% |
No disclosure of preferred holdings, options, or unvested awards for Cochennet; 2023 equity issuance to independent directors (including Cochennet) settled prior service through June 30, 2023.
Governance Assessment
- Strengths:
- Independent director serving as Audit Chair with “financial expert” designation; oversaw auditor transition from BF Borgers (barred by SEC) to GBQ in 2024, reinforcing oversight credibility.
- Broad cross-functional executive experience across energy and utilities; strong financial and operational background.
- Active participation across key committees (Audit Chair; Compensation, NCGC, M&A), indicating high engagement and board reliance on his expertise.
- Concerns:
- Minimal personal equity ownership (100 shares as of 2025) limits alignment and “skin-in-the-game.”
- Company’s super-voting Series A Preferred concentrates >95% effective voting power in three insiders, potentially diluting independent directors’ influence and undermining investor confidence.
- Board compensation structures and equity settlements at volatile prices led to accounting gains; indicates cash constraints and governance process fragility around director pay timing.
- Red Flags:
- Extreme voting concentration via Series A Preferred (1,000:1 votes) materially diminishes minority shareholder rights and independent oversight leverage.
- Prior auditor (BF Borgers) dismissal following SEC ban; while rectified, reflects historical audit risk exposure under Audit Committee’s remit.
Board Governance Details (AREB Committee Composition)
| Director | Audit | Compensation | NCGC | M&A | Independent |
|---|---|---|---|---|---|
| C. Stephen Cochennet | Chair | Member | Member | Member | Yes |
Committee charters exist; independent directors expected to hold executive sessions.