Ajay Jegadeesan

About Ajay Jegadeesan

Ajay Jegadeesan is an independent director of Battalion Oil Corporation, appointed in May 2023, age 43, serving on the Reserves and Nominating & Corporate Governance Committees. He is a Senior Advisor in Oaktree Capital’s Global Opportunities fund, with prior engineering and asset development roles at W.D. Von Gonten & Company, Nutech Energy Alliance, and Schlumberger; he holds an M.S. in Chemical Engineering (Oklahoma State) and a Masters in Petroleum Engineering (University of Houston). The Board affirmed his independence on March 27, 2025 under NYSE American rules.

Past Roles

External Roles

Board Governance

• Board size: six directors; five independent (including Jegadeesan) under NYSE American rules (affirmed March 27, 2025). Chairman: Jonathan D. Barrett (Independent).
• Committee memberships (Ajay): Reserves; Nominating & Corporate Governance. No chair roles.
• Board meetings: 23 in 2024; actions by unanimous written consent 8 times. Each director attended at least 75% of Board and committee meetings while serving.
• Executive sessions: Non-management directors held four executive sessions without management in 2024.
• Directors’ attendance at stockholder meetings: None of the non-employee directors were able to attend the 2024 annual meeting.

Committee Assignments and Meetings

Fixed Compensation

Director Retainer Structure (2024)

• Fees paid quarterly; directors are reimbursed for meeting-related expenses. Company targets non-employee director compensation at the 50th percentile of its peer group.

Performance Compensation

• No director equity grants or option awards were made in 2024; director compensation is cash-based with committee chair retainers as applicable.

Other Directorships & Interlocks

• Affiliation: Jegadeesan is a Senior Advisor at Oaktree; Brookfield Oaktree Holdings beneficially owns ~10,065,897 shares (44.7%) of BATL common stock.
• Significant stockholders and board representation: Luminus, Oaktree, and Gen IV are the three largest shareholders; their appointed representatives comprise 50% of BATL’s Board (Barrett—Luminus; Jegadeesan—Oaktree; Chang—Gen IV).
• Corporate Opportunity waiver proposal: Board proposed amending the Charter to renounce corporate opportunities for stockholders, non-employee directors, and affiliates; if adopted, Identified Persons may compete with BATL and have no duty to present corporate opportunities unless expressly offered solely in their capacity as BATL director/officer.

Expertise & Qualifications

• Technical credentials: M.S. Chemical Engineering (Oklahoma State); Masters in Petroleum Engineering (University of Houston).
• Energy investing and operations: Senior Advisor at Oaktree (energy investments across capital structures), prior engineering/operations at W.D. Von Gonten, Nutech, Schlumberger.
• Transaction diligence leadership: Led due diligence/valuations enabling deployment of $20+ billion in capital (2011–2018).

Equity Ownership

• Outstanding common shares as of record date (April 17, 2025): 16,456,563.
• Hedging/pledging policy: Directors and employees are prohibited from short sales, derivatives, holding BATL securities in margin accounts, or pledging BATL shares as collateral.

Related Party Transactions (Significant Shareholder Financing)

• A&R Charter proposals include Preferred Stock Voting Amendment to limit common holders’ voting on preferred amendments where affected preferred holders can vote; Corporate Opportunity Amendment to exempt stockholders and non-employee directors (and affiliates) from corporate opportunity claims.

Governance Assessment

• Board effectiveness: Jegadeesan brings deep technical energy and capital markets expertise; he participates on Reserves and Nominating & Corporate Governance Committees. The Board met frequently in 2024, and he met the minimum attendance threshold.

• Independence vs. affiliation: The Board determined Jegadeesan independent, yet he is an Oaktree Senior Advisor and Oaktree is a 44.7% shareholder represented on the Board (with Luminus and Gen IV also represented), which concentrates influence and elevates potential conflicts.

• Compensation and alignment: Director pay is cash-only; Jegadeesan had no equity awards and shows no personal share ownership, reducing personal “skin-in-the-game” despite substantial affiliated ownership via Oaktree.

• Policy safeguards: BATL prohibits hedging/pledging and has an incentive compensation recoupment policy (for executives), which supports governance rigor; non-employee directors did not attend the 2024 annual meeting, a minor engagement concern.

• Charter changes – investor confidence signals:

  • Corporate Opportunity Waiver: If adopted, stockholders, non-employee directors, and affiliates can pursue opportunities and compete with BATL without duty to present them (unless expressly offered solely in BATL capacity). This is a material governance change that may disadvantage minority holders and elevates conflict risk for affiliated directors like Jegadeesan.
  • Preferred Stock Voting Amendment: Limits common stockholder voting on preferred changes when preferred holders can vote, potentially diminishing common holder rights.

• RED FLAGS:

  • Concentrated ownership and board representation by Luminus, Oaktree, and Gen IV (50% of Board), including Jegadeesan’s Oaktree affiliation.
  • Proposed Corporate Opportunity Amendment renouncing corporate opportunities for stockholders and non-employee directors (and affiliates).
  • Director equity alignment: No disclosed personal holdings or equity grants for Jegadeesan in 2024.
  • Non-attendance of non-employee directors at the 2024 annual meeting.