Bryce Klug
About Bryce Klug
Bryce D. Klug is Treasurer and Assistant Secretary (Principal Financial and Accounting Officer) of Blue Dolphin Energy Company (BDCO), appointed in September 2024; he is 45 years old as of the 2025 proxy record date and is a Certified Public Accountant (CPA) with nearly two decades of oil and gas finance, external reporting, and transaction advisory experience . He holds a B.A. in Economics from the University of Michigan and a Master’s in Accounting from Eastern Michigan University . BDCO’s recent operating performance has been volatile: FY2024 gross profit was $3.9 million with a consolidated loss before interest, taxes, depreciation and amortization of $1.5 million, while Q1 2025 delivered $6.1 million gross profit and $5.1 million EBITDA; in 2023 the company reported $44.7 million gross profit and $39.2 million adjusted EBITDA, and Q1 2024 posted $11.8 million gross profit and $10.5 million adjusted EBITDA, underscoring cyclicality in the refinery business . The company’s stock ranked 23rd in OTC Markets’ 2024 OTCQX Best 50 (equal-weight of one-year total return and ADV growth) in recognition of 2023 performance, but BDCO did not disclose a specific TSR figure in its proxy materials .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lazarus Energy Holdings (LEH) | Finance Director | Aug 2024–Present | Finance leadership at BDCO’s operating manager (LEH operates BDCO under the operating agreement) . |
| Grant Thornton LLP | Manager → Senior Manager, Transaction Advisory Services | 2021–2023 | Transaction diligence and advisory experience relevant to capital markets and M&A . |
| Talos Energy, Inc. | External Reporting Manager | 2019–2021 | SEC reporting and financial controls in upstream energy . |
| Noble Drilling | Senior Manager, External Reporting | 2017–2019 | Public-company reporting in oilfield services . |
| EY; Petrohawk; Siegfried Group; Quantum Resources Energy; Breitburn | Audit, compliance, corporate finance roles | 2005–2019 | Broad audit and corporate finance foundation across energy cycle . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Nassau Bay Investments | Consultant (prior to joining LEH) | 2024 (prior to Aug 2024) |
| Lazarus Energy Holdings (LEH) | Finance Director | Aug 2024–Present |
Fixed Compensation
BDCO does not compensate executives directly; all personnel (including executives) are employed and paid by Lazarus Energy Holdings (LEH) under BDCO’s Fourth Amended and Restated Operating Agreement (management fee equal to 5% of consolidated operating costs excluding crude, D&A and interest). As a result, BDCO’s Summary Compensation Table shows no salary or total compensation for named executive officers (NEOs), including Mr. Klug .
| Year | BDCO Salary ($) | BDCO Bonus ($) | BDCO Total ($) | Notes |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | Compensation paid by LEH under operating agreement; BDCO pays LEH a management fee (5% of operating costs) . |
| 2023 | $0 | $0 | $0 | Compensation paid by LEH; BDCO paid LEH management/operating fees (e.g., $0.8 million in 2024) . |
Performance Compensation
- Outstanding equity awards: None for NEOs; BDCO reports “Outstanding Equity Awards – None,” indicating no RSUs/PSUs/options outstanding for executives, including Mr. Klug .
- Incentive plan metrics/weightings and payouts: Not disclosed by BDCO, as executives are compensated by LEH under the operating agreement; BDCO’s Pay vs. Performance tables show no amounts for PEO/NEOs .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 1,000 shares of BDCO Common Stock |
| Ownership as % of outstanding | <1% (based on 14,921,968 shares outstanding) |
| Vested vs. unvested shares | Not disclosed (no outstanding equity awards reported) |
| Stock options (exercisable/unexercisable) | None reported (no outstanding equity awards) |
| Shares pledged/hedged | Not disclosed in proxy; company references insider trading policy but no pledging disclosure for Mr. Klug |
| Stock ownership guidelines (executives) | Not disclosed . |
Employment Terms
| Provision | Details |
|---|---|
| Appointment date and role | Appointed Principal Financial and Accounting Officer, Treasurer, and Assistant Secretary effective September 9, 2024 . |
| Employing entity | Employed by Lazarus Energy Holdings (LEH); BDCO pays LEH operating/management fees under operating agreement; executives receive remuneration from LEH, not BDCO . |
| Operating agreement | Fourth Amended & Restated Operating Agreement (effective April 1, 2025): LEH operates/manages all BDCO assets; one-year term (to 4/1/2026) with termination for breach or 90 days’ Board notice; management fee = 5% of consolidated operating costs excluding crude, D&A, interest; LEH provides personnel including PEO and PFO . |
| Severance/change-in-control | Neither Mr. Carroll nor Mr. Klug are subject to any contract, plan, or arrangement providing payments upon termination or change in control; no severance or CoC benefits disclosed . |
| Clawback policy | Adopted March 2025; if BDCO must restate due to material noncompliance, Board will require reimbursement/forfeiture of excess incentive compensation received by covered executives during the prior three completed fiscal years . |
| Non-compete, non-solicit, garden leave | Not disclosed . |
| Related-party transactions | 8-K states no transactions in which Mr. Klug had a material interest and no family relationships with directors/executives . |
| Insider trading policy | Insider Trading Policy adopted Nov 2007 referenced; promotes compliance with insider trading laws . |
Company Operating Performance Context (during/around tenure)
| Period | Gross Profit ($mm) | EBITDA/Adj. EBITDA ($mm) | Note |
|---|---|---|---|
| FY 2023 | $44.7 | $39.2 (Adjusted EBITDA) | Adjusted EBITDA as disclosed . |
| Q1 2024 | $11.8 | $10.5 (Adjusted EBITDA) | Adjusted EBITDA as disclosed . |
| FY 2024 | $3.9 | $(1.5) (consolidated loss before interest, taxes, D&A) | Proxy describes “consolidated loss before interest, income taxes, and depreciation and amortization” (i.e., negative EBITDA) . |
| Q1 2025 | $6.1 | $5.1 (EBITDA) | EBITDA as disclosed . |
Compensation Committee and Governance Notes (context)
- Compensation Committee comprised of independent directors; did not meet during 2024; LEH manages executive compensation under the operating agreement; BDCO’s NEO comp is not paid directly by BDCO .
- Director independence and committee composition are disclosed; these governance structures indirectly affect executive oversight but BDCO’s operating model channels day-to-day compensation through LEH .
Investment Implications
- Pay-for-performance alignment: Because Mr. Klug’s compensation is paid by LEH (not BDCO) and BDCO reports no salary, bonus, or equity awards for him, direct BDCO pay-for-performance levers and equity-based alignment appear limited; beneficial ownership is 1,000 shares (<1%) with no disclosed equity awards or options at BDCO level, reducing in-company equity alignment signals .
- Retention and change-of-control risk: Absence of BDCO-level employment, severance, and change-of-control protections for Mr. Klug suggests flexibility and low termination cost for BDCO but may elevate key-person retention risk if LEH compensation terms shift; no BDCO acceleration provisions would mitigate turnover risk in a strategic event .
- Selling pressure and vesting overhang: No outstanding equity awards and modest beneficial ownership imply minimal near-term vesting or insider-selling overhang related to Mr. Klug; no pledging or hedging by Mr. Klug is disclosed in the proxies .
- Governance and controls: The March 2025 clawback policy covering three fiscal years post-restatement and the longstanding insider trading policy add safeguards around financial reporting and incentive pay, which is supportive for investors concerned with financial integrity and control environment under a related-party operating model .
- Operating backdrop: The swing from strong 2023 results to 2024 weakness and a rebound in Q1 2025 underscores sensitivity to refining margins and downtime; as PFO, Klug’s track record in external reporting/transaction advisory is relevant for managing capital structure, liquidity, and disclosure quality through cycles .