Jonathan Carroll
About Jonathan Carroll
Jonathan P. Carroll (age 63) is Chairman of the Board (since 2014) and Chief Executive Officer, President, Assistant Treasurer, and Secretary (since 2012) of Blue Dolphin Energy Company (BDCO). He holds B.A. degrees in Human Biology and Economics from Stanford University and completed a Directed Reading in Economics at Oxford University . Carroll and his affiliate Lazarus Energy Holdings, LLC (LEH) beneficially owned 84.1% of BDCO’s common stock as of April 28, 2025, providing effective control over the company . Operationally, BDCO delivered strong profitability in 2023 (gross profit $44.7m; adjusted EBITDA $39.2m) and solid Q1’24 results (adjusted EBITDA $10.5m) . After significant planned maintenance in 2024, BDCO reported 2024 gross profit of $3.9m and LBITDA of $1.5m; in Q1’25, gross profit was $6.1m and EBITDA $5.1m, while BDCO also paid down $7.5m of principal and accrued interest in 2024 . BDCO ranked 23rd on the 2024 OTCQX Best 50 list (equal weighting of 1-year TSR and ADV growth) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blue Dolphin Energy Company | Chairman of the Board | 2014–present | Unified leadership as Executive Chair; leads strategy and capital allocation |
| Blue Dolphin Energy Company | CEO, President, Asst. Treasurer & Secretary | 2012–present | Operational turnaround, debt reduction; oversight of refinery operations |
| LRR Energy, L.P. (General Partner) | Director | 2014–2015 | MLP governance through merger with Vanguard Natural Resources |
| Salient Fund Group | Trustee; served on compliance, audit, nominating committees | 2004–2022 | Oversight across multiple closed-end/mutual funds |
| Private investor | Distressed debt/equity investor | Pre-2006 | Sourcing/structuring capital for special situations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lazarus Energy Holdings, LLC (LEH) | Manager and Majority Owner | 2006–present | Affiliate that operates BDCO under an operating agreement; also a major shareholder |
| Various Salient funds | Committee member (audit, compliance, nominating) | 2004–2022 | Fund oversight experience |
Fixed Compensation
BDCO does not pay Carroll directly; executive remuneration is provided by LEH under the Operating Agreement. BDCO pays LEH a management fee equal to 5% of consolidated operating costs (ex‑crude, D&A, interest). No BDCO-reported salary, cash bonus, or equity for Carroll.
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Jonathan P. Carroll – Salary reported by BDCO | $0 | $0 |
| Jonathan P. Carroll – Total comp reported by BDCO | $0 | $0 |
| Operating Agreement management fee paid to LEH by BDCO | $0.7m | $0.8m |
| Operating Agreement term/fee mechanics | 1-year term; 5% of consolidated operating costs (ex crude, D&A, interest) | 1-year term; 5% of consolidated operating costs (ex crude, D&A, interest) |
Performance Compensation
| Component | Metric linkage | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual cash bonus | Not applicable (paid via LEH; no BDCO bonus) | — | — | — |
| RSUs/PSUs | None outstanding | — | — | — |
| Stock options | None outstanding | — | — | — |
Notes:
- BDCO disclosures show no compensation for NEOs (including Carroll); remuneration occurs at LEH. “Outstanding Equity Awards: None.” No perquisites >$10k .
- BDCO adopted a Dodd-Frank-compliant clawback policy in March 2025, enabling recovery of excess incentive compensation from covered executives over the prior three completed fiscal years in the event of material restatement .
Equity Ownership & Alignment
| Metric | As of May 20, 2024 (Record Date) | As of Apr 28, 2025 (Record Date) |
|---|---|---|
| Shares outstanding (BDCO) | 14,921,968 | 14,921,968 |
| Jonathan P. Carroll beneficial ownership (shares) | 12,428,535 | 12,547,235 |
| Ownership (% of outstanding) | 83.3% | 84.1% |
| Included LEH shares within Carroll’s beneficial ownership | 8,426,456 | 8,426,456 |
| LEH % of BDCO outstanding | 56.5% | 56.5% |
| Options outstanding (exercisable/unexercisable) | 0 / 0 | 0 / 0 |
| Shares pledged as collateral | Not disclosed in proxy | Not disclosed in proxy |
| Hedging/insider trading policy | Insider Trading Policy in place; policy filed with 2024 10‑K as Exhibit 97.02 | Insider Trading Policy in place; policy filed with 2024 10‑K as Exhibit 97.02 |
Footnote: Carroll and affiliates own ~80% of LEH; Carroll’s beneficial ownership includes LEH’s 8,426,456 BDCO shares .
Employment Terms
| Term | Detail |
|---|---|
| Role/Tenure | CEO/President/Assistant Treasurer/Secretary since 2012; Chairman since 2014 |
| Employment vehicle | Services provided via Operating Agreement with LEH; BDCO and subs have no employees |
| Operating Agreement | Fourth Amended & Restated Operating Agreement (effective 4/1/2025); 1-year term expiring 4/1/2026; termination upon material breach or 90-days Board notice; LEH receives 5% fee as above |
| Severance / Change-in-Control | Neither Carroll nor Klug are subject to any contract providing payments upon termination, change in control, or role changes |
| Clawback | Clawback Policy adopted March 2025; 3-year lookback for excess incentive compensation upon material restatement |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
| Post-termination consulting | Not disclosed |
Board Governance
- Independence/roles: Carroll serves as Chairman and CEO; he is not an independent director. Independent directors are Bailey, Misra, and Morris. Audit and Compensation Committees are composed solely of independent directors; Morris chairs both .
- Meetings/attendance: In 2024, the Board met 4 times with all directors participating; the Audit Committee met 4 times; the Compensation Committee did not meet during 2024 .
- Leadership structure: The Board endorses combined Chair/CEO leadership and does not maintain an independent Chair or permanent Lead Independent Director .
- Director compensation: Non-employee directors receive $80,000 per year (cash) with prior-period committee retainers; Carroll, as CEO, does not receive director pay from BDCO .
Related Party Transactions (Governance and Incentive Implications)
- Operating Agreement: LEH (managed and majority-owned by Carroll) operates all BDCO assets under a 1‑year agreement (renewable) and receives a 5% fee on consolidated operating costs (ex crude, D&A, interest) .
- Guaranty fee agreements: Carroll personally receives 2.00% per annum cash fees on outstanding principal of several BDCO subsidiary loans (LE Term Loan Due 2034; NPS Term Loan Due 2031; LRM Term Loan Due 2034; Blue Dolphin SBA Term Loan Due 2051) as consideration for personal guarantees .
- Affiliate credit and loans: Affiliate revolving credit (WSJ Prime +2%); BDPL-LEH Loan ($4.0m, 12%); other affiliate commercial agreements (jet fuel sales, terminal services, office sublease) .
Performance & Track Record
| Metric | 2023 | Q1 2024 | 2024 | Q1 2025 |
|---|---|---|---|---|
| Gross profit ($) | $44.7m | $11.8m | $3.9m | $6.1m |
| Adjusted EBITDA / EBITDA ($) | $39.2m (Adj. EBITDA) | $10.5m (Adj. EBITDA) | ($1.5m) LBITDA | $5.1m EBITDA |
| Debt reduction | — | — | $7.5m principal + accrued interest paid down (FY24) | — |
- Stock recognition: BDCO ranked 23rd on 2024 OTCQX Best 50 (equal weighting of 1‑year total return and ADV growth) .
- Risk overhangs: Regulatory and decommissioning exposures at offshore assets (BOEM/BSEE), surety settlements with RLI Corp., and working capital/debt covenant pressures persist; controlling shareholder dynamics flagged as a risk factor .
Compensation Structure Analysis (Signals)
- Pay-for-performance linkage at BDCO is effectively absent for the CEO: BDCO reports $0 salary/bonus/equity for Carroll; incentives occur at LEH and are not disclosed in BDCO’s proxy. “Outstanding Equity Awards: None.”
- Increased guaranteed pay for directors (non-employee) to $80k annually (from $40k + committee stipends pre‑2024) suggests higher fixed cash at board level, but not for Carroll .
- Clawback adoption (Mar 2025) adds recoverability for incentive comp in restatement scenarios, but BDCO pays no executive incentives directly .
- Related-party guaranty fees (2% per annum) to Carroll create non-TSR/non-operational cash flows to the CEO personally, potentially diluting alignment to minority shareholders if not counterbalanced by strong performance outcomes .
Director Compensation (for context; Carroll excluded as employee director)
| Director | FY 2024 Cash Paid | FY 2024 Unpaid | Total |
|---|---|---|---|
| C. T. Morris | $127,000 | $43,000 | $170,000 |
| R. A. Bailey | $124,000 | $41,000 | $165,000 |
| A. Misra | $124,000 | $41,000 | $165,000 |
(Restricted share awards outstanding for non-employee directors at 12/31/24: Morris 212,400; Bailey 198,050; Misra 204,141) .
Board Service History and Dual-role Implications
- Service history: Director since 2014; Chairman since 2014; CEO/President since 2012 .
- Committees: Carroll is not a member of Audit or Compensation Committees; both committees are fully independent .
- Independence and oversight: Combined Chair/CEO role with 84.1% beneficial ownership raises classic governance concerns (board independence, minority shareholder protections). The Board explicitly prefers combined leadership and does not maintain a Lead Independent Director; Compensation Committee did not meet in 2024, which may draw scrutiny given related-party structures and executive pay oversight needs .
Investment Implications
- Alignment: Carroll’s 84.1% stake strongly aligns long-term equity value but concentrates control, which BDCO itself cites as a risk (influence over board elections, financings, M&A) .
- Compensation risk: Absence of BDCO-level variable pay removes formal pay-for-performance mechanics; instead, incentives flow via LEH and guaranty fees (2% p.a. on several loans), which may not correlate to minority shareholder outcomes .
- Liquidity/float: Extremely limited public float implies outsized volatility; any insider selling would meaningfully pressure shares, though no Form 4 activity is disclosed here; beneficial ownership table confirms no options outstanding (reducing option-driven selling pressure) .
- Governance/regulatory overhangs: Offshore decommissioning liabilities (BOEM/BSEE), surety settlements, and working capital/debt default risks remain; concentrated control complicates external checks-and-balances but committee independence and a newly adopted clawback are partial mitigants .
- Execution: After maintenance-heavy 2024 (LBITDA) BDCO posted positive Q1’25 EBITDA and emphasized operational upgrade initiatives and debt paydown; sustaining margins and liquidity while managing regulatory obligations will be the key determinants of value under Carroll’s leadership .