Ryan Bailey
About Ryan A. Bailey
Ryan A. Bailey (age 49) is an independent director of Blue Dolphin Energy Company, serving since his appointment in November 2015; he is a member of the Audit and Compensation Committees and is designated as an Audit Committee Financial Expert. He holds a B.A. in Economics from Yale University, completed a graduate tax planning course at Yale SOM, and maintains CFA, FRM, CAIA, and CMT credentials, with a career spanning institutional investing and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paradigm Institutional Investments | Chief Investment Officer and Managing Partner | Apr 2023–Present | Led investment strategy and risk oversight |
| Investment Office Resources / Crewe Capital | Strategic Advisor | 2023–Present | Advised on institutional investment operations |
| Carbonado Partners | Strategic Advisor; Managing Partner | Jun 2022–Mar 2023 (Advisor); Sep 2020–Jun 2022 (Managing Partner) | Built investment platforms and risk frameworks |
| Pacenote Capital | Managing Partner; Co-founder | 2019–2020 | Established investment practices for clients |
| Children’s Health System of Texas | Head of Investments | 2014–2019 | Led endowment investment office |
External Roles
| Organization | Role | Nature |
|---|---|---|
| Bridgeway Capital Management | Director | Private investment manager board role |
| Portfolios with Purpose | Director | Non-profit board role |
| Texas Wall Street Women | Advisor and mentor | Non-profit engagement |
| Texas Employee Retirement System; American Heart Association; Dallas Police and Fire; Dallas Parkland Hospital | Investment committee member | Fiduciary oversight on institutional portfolios |
Board Governance
- Independence: The Board affirmatively determined Bailey is independent under OTCQX and SEC rules .
- Committee assignments: Audit Committee (member; Audit Committee Financial Expert); Compensation Committee (member); both committees chaired by Christopher T. Morris .
- Attendance: In 2024, the Board met 4 times and acted by written consent 3 times; all directors participated in meetings and consents (100% participation) .
- Annual meeting engagement: Director attendance encouraged but not required; generally only Chairman/CEO Jonathan Carroll attends the annual meeting .
- Leadership structure: Combined CEO/Chair; company does not believe an independent chair or permanent lead director would improve performance .
- Executive sessions: Independent members meet with UHY in executive session during Audit Committee meetings held at least quarterly .
Fixed Compensation
| Component | Amount/Terms | Period/Notes |
|---|---|---|
| Annual cash retainer (non-employee independent directors) | $80,000 ($20,000 quarterly) | Effective Jan 1, 2024; expenses reimbursed for meeting attendance |
| Audit Committee fees (pre-2024) | Chair: $5,000 annually; Member: $2,500 annually | Prior to Jan 1, 2024; paid in second and fourth quarters |
| Ryan A. Bailey—Cash received (FY2024) | Paid: $124,000; Unpaid: $41,000; Total: $165,000 | Reflects FY2024 non-employee director compensation |
Performance Compensation
- No director performance-based compensation metrics (e.g., TSR, EBITDA, ESG) or equity awards with performance conditions are disclosed for directors; Compensation Committee did not meet in 2024 .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; Mr. Carroll does not serve on any standing committees; no officer/director interlocks involving Bailey are disclosed .
- Shared directorships with major shareholders/suppliers/customers: None disclosed for Bailey .
Expertise & Qualifications
- Finance and risk: CFA, FRM, CAIA, CMT; extensive experience in financial analysis, modeling, investment management, and risk assessment .
- Cybersecurity and data protection: Specific expertise noted in board skills matrix .
- Audit expertise: Designated Audit Committee Financial Expert .
- Education: B.A. Economics (Yale); graduate tax planning course (Yale SOM) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Restricted Stock Outstanding (shares) |
|---|---|---|---|
| Ryan A. Bailey | 198,050 | <1% (based on 14,921,968 shares outstanding) | 198,050 |
| Sources | 2024 year-end restricted awards disclosed by company |
- Shares pledged or hedged: No pledging/hedging disclosures for directors; Insider Trading Policy in place since 2007 .
Shareholder Voting Results (2025 Annual Meeting)
| Item | Outcome | Votes For | Withheld/Against | Broker Non-Votes/Abstain |
|---|---|---|---|---|
| Director Election—Ryan A. Bailey | Elected | 12,514,672 | Withheld: 800 | Broker Non-Votes: 80,584 |
| Ratification of UHY LLP (auditor) | Approved | 12,596,056 | Against: 290 | Abstain: — |
Related-Party Transactions (Context)
- Environment: Significant related-party arrangements with Lazarus Energy Holdings (LEH) and affiliates overseen by Audit Committee; LEH/Carroll collectively owned 84.1% of outstanding common stock as of the record date .
- Operating agreement: LEH operates/manages all BDCO assets; Blue Dolphin pays LEH a management fee equal to 5% of consolidated operating costs (ex-crude, D&A, interest); term runs to Apr 1, 2026 .
- Debt and guaranty fee agreements: Multiple affiliate loans and guaranty fee arrangements with Mr. Carroll and LEH; typical covenants and collateral described .
- Specific to Bailey: No related-party transactions involving Bailey are disclosed .
Governance Assessment
-
Positives
- Independent director with audit financial expertise; member of both Audit and Compensation Committees .
- Board and committee structures documented; Audit Committee meets quarterly with executive sessions (independents + auditor) .
- Adoption of executive clawback policy (Mar 2025) enhances accountability, signaling attention to governance risk .
-
Concerns/RED FLAGS
- Highly concentrated control: LEH/Jonathan Carroll owned 84.1% of shares, limiting minority shareholder influence and potentially weakening checks-and-balances .
- Combined CEO/Chair and explicit stance against appointing an independent chair/lead director—heightens risk of insufficient independent oversight .
- Compensation Committee did not meet during 2024—may indicate limited active oversight of compensation practices .
- Director annual meeting attendance is generally low (CEO typically the only attendee)—weak signal on shareholder engagement .
-
Alignment
- Bailey’s share ownership is modest (<1%), though he holds 198,050 restricted shares; there are no disclosed pledging/hedging practices .
- Non-employee director compensation increased in 2024 to an all-cash retainer ($80,000), reducing prior equity rotation—this could decrease equity-linked alignment if not offset by ongoing equity grants; grant schedules/vesting are not disclosed for directors .
-
Shareholder sentiment
- 2025 election results show strong shareholder support for Bailey’s directorship (12.5 million “for” votes; minimal withholds), and auditor ratification passed comfortably .