Herbert Whitney
About Herbert N. Whitney
Herbert N. Whitney (age 84) has served on Blue Dolphin’s Board since 2012. He is President and Founder of Wildcat Consulting, LLC (since 2006), and previously held senior roles in pipeline and petroleum operations including President of CITGO Pipeline Company and various general manager positions at CITGO Petroleum Corporation. He holds a B.S. in Civil Engineering from Kansas State University. The Board designates Whitney as not independent because he serves as a consultant to Blue Dolphin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CITGO Pipeline Company | President | Previously | Led pipeline operations and logistics |
| CITGO Petroleum Corporation | General Manager roles | Previously | Oversaw crude/product supply, distribution and trading |
| Colonial Pipeline Company | Chairman of the Board | Previously | Governance leadership at major pipeline operator |
| Association of Oil Pipelines | Chairman, Executive Committee | Previously | Industry standards and advocacy leadership |
| Blackwater Midstream Corporation | Director | Previously | Public company board experience |
| Sheetz, Inc. | Advisory Board | Previously | Retail fuel/advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wildcat Consulting, LLC | President & Founder | Since 2006 | Current consulting practice |
Board Governance
- Independence status: Not independent; serves as a consultant to BDCO .
- Committee assignments: Not listed on Audit or Compensation Committees (members are Morris, Bailey, Misra; Morris chairs both) .
- Attendance/engagement: Board met 4 times in 2024 and acted by written consent 3 times; all directors participated. Audit Committee met 4 times; Compensation Committee did not meet in 2024 .
- Years of service on BDCO Board: Since 2012 .
- Lead Independent Director: Not disclosed; BDCO leadership structure is combined Chair/CEO (Jonathan Carroll) and the Board does not believe appointing an independent chair or permanent lead director would improve performance .
Fixed Compensation
- BDCO discloses compensation for non-employee independent directors only; Whitney’s director compensation is not separately disclosed in the proxy and 10-K. BDCO states non-employee independent directors earn an annual cash retainer of $80,000 (paid $20,000 quarterly). Prior to January 1, 2024, the annual retainer was $40,000 (alternating cash and common stock quarterly), with additional Audit Committee fees (Chair $5,000 annually; Members $2,500 annually) .
| BDCO Director Compensation Policy (Independent Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Effective 2024; $20k quarterly |
| Audit Committee Chair fee | $5,000 | $2,500 in Q2 and Q4 |
| Audit Committee Member fee | $2,500 | $1,250 in Q2 and Q4 |
| Compensation Committee fees | $0 | No additional fees |
Whitney is designated non‑independent due to consulting status; his specific director or consulting compensation terms are not disclosed in the proxy/10‑K .
Performance Compensation
- No performance-based director compensation metrics or equity plan disclosures tied to directors were reported; BDCO indicates “Equity Compensation Plan Information: None” in the 10‑K. Proxy shows restricted stock outstanding only for independent directors (Morris, Bailey, Misra). No director performance metric framework is disclosed .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Colonial Pipeline Company | Private/Consortium | Former Chairman | Industry overlap with BDCO’s refined product logistics; historical role only |
| Blackwater Midstream Corporation | Public (prior) | Former Director | Prior public company directorship; no current interlock disclosed |
| Sheetz, Inc. | Private | Advisory Board (prior) | Retail fuel exposure; prior role |
| Association of Oil Pipelines | Industry group | Former Exec Committee Chair | Industry advocacy; prior role |
No current public company board interlocks with BDCO’s major affiliates were disclosed for Whitney .
Expertise & Qualifications
- 40+ years in pipeline operations, crude/product supply, trading, marine operations/logistics; former President of CITGO Pipeline Company and GM roles at CITGO Petroleum .
- Civil engineering background applicable to infrastructure oversight and operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Herbert N. Whitney | 9,683 | <1% |
Total shares outstanding at record date: 14,921,968 . No disclosure of pledging or hedging by Whitney; BDCO maintains an insider trading policy (filed as Exhibit 97.02 to FY2024 10‑K) .
Additional Voting Signal
| 2025 Annual Meeting Director Election (June 26, 2025) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Herbert N. Whitney | 12,515,172 | 300 | 80,584 |
Governance Assessment
- Strengths:
- Deep technical and operational experience in pipelines and petroleum logistics; long tenure on BDCO Board .
- Board and Audit Committee met regularly; all directors participated in 2024 .
- Concerns/RED FLAGS:
- Non‑independent status due to consulting relationship with BDCO; terms not disclosed, raising potential conflict-of-interest and alignment questions .
- Highly concentrated control: CEO/Chair and affiliate LEH collectively own 84.1% of shares; extensive related‑party agreements with affiliates, heightening governance risk and board independence challenges .
- No committee roles for Whitney; not on Audit/Compensation Committees that provide key oversight .
- Limited shareholder governance agenda: no say‑on‑pay; only director elections and auditor ratification were presented in recent annual meetings .
Implication: Whitney’s consulting status and lack of committee assignments reduce perceived independence and oversight leverage. In combination with dominant affiliate ownership and related‑party dependencies, investor confidence may hinge on improved transparency of consulting arrangements, continued strong committee oversight by independent directors, and robust handling of related‑party transactions by the Audit Committee .