Robert Lee Thomas
About Robert Lee Thomas
Independent director of Breeze Holdings Acquisition Corp. since November 2020; age 65 as of the FY2024 10-K. Former Vice President & Chief Information Officer at Kosmos Energy (2015–May 2020), CIO at EXCO Resources (2008–2015), senior IT and geoscience roles at Burlington Resources/ConocoPhillips, and earlier exploration tech roles at Sun/Oryx; BS in Economics & Finance from the University of Texas at Dallas; NACD Directorship Certified. Tenure on BRZH’s board is in Class II alongside Messrs. Ramsey and McLelland.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kosmos Energy | Vice President & Chief Information Officer | 2015–May 2020 | Oversaw corporate information systems; led geotechnical systems strategy. |
| EXCO Resources | Corporate Officer & Chief Information Officer | 2008–2015 | Oversight of corporate IT; responsibility for geoscience personnel and technology. |
| Burlington Resources Canada (Burlington Resources Oil & Gas) | Geotechnical systems leadership → International business management → Chief Information Officer | 1994–2006 | Led systems; international management; CIO; co-led post-acquisition systems integration into ConocoPhillips. |
| ConocoPhillips | Director of IT Strategy & Architecture | 2006–2008 | Co-led integration of Burlington systems; President’s Award recognition. |
| Sun Oil Company/Oryx Energy | Exploration technology roles (geophysical seismic acquisition/processing; exploration system development) | 1981–1994 | Built exploration technology capabilities. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| City of Murphy, Texas | Elected City Council member | Not disclosed | Civic governance experience. |
| University of North Texas – School of Information Technology Decision Sciences | Advisory Board member (former/current references across filings) | Not disclosed | Academic advisory engagement. |
| Society of Exploration Geophysicists | Member | 25+ years | Professional society membership. |
| NACD | Directorship Certified | Current | Board governance credential. |
Board Governance
- Classification and tenure: Class II director (with Ramsey, McLelland); board divided into two classes with two‑year terms.
- Independence: Board determined Thomas is an independent director under OTCQX/NASDAQ standards and SEC rules; independent directors hold regular executive sessions.
- Committee memberships and chair roles:
- Audit Committee: Member (with McLelland—Chair, and Williams); all members independent; McLelland deemed “audit committee financial expert.”
- Compensation Committee: Member and Committee Chair (with McLelland and Stark).
- Nominating & Corporate Governance Committee: Member (with Williams—Chair, and Stark).
- Attendance: In the 2022 reporting year, with the exception of Mr. Stark, each incumbent director attended at least 75% of Board and committee meetings; indicates engagement baseline for that period.
Fixed Compensation
| Component | FY2024 Status | Notes |
|---|---|---|
| Cash compensation for director service ($) | $0 | “None of our officers or directors has received any cash compensation for services rendered to the Company.” |
Performance Compensation
| Equity/Options | Grant/Agreement Date | Quantity/Terms | Vesting/Lock-up | Notes |
|---|---|---|---|---|
| Founder Shares purchase from Sponsor | July 6, 2021 | 25,000 shares (each of four independent directors; 100,000 in aggregate for $10 total) | Founder Shares lock-up superseded by Sept 24, 2024 Lock-up Agreement tied to closing of YD Biopharma merger; restrictions lapse partially upon post-close trading price thresholds ($12.50 and $15.00) for 10% + 10% tranches after the fourth-month anniversary post-close. | |
| Additional Sponsor transfer upon business combination closing | Sponsor agreement (ongoing) | 15,000 shares to each independent director upon closing of an initial business combination | Subject to Sponsor support and trust/charter terms; shares currently beneficially owned by Sponsor until transfer at closing. | |
| Options/RSUs/PSUs | Not disclosed | — | — | No option/RSU/PSU grants disclosed in reviewed filings. — |
Performance metrics tied to director equity (e.g., TSR/EBITDA goals) are not disclosed for directors; equity outcomes for founder/sponsor shares are primarily contingent on consummation of the business combination and subsequent market price triggers per the lock-up.
Other Directorships & Interlocks
- Current public company boards: Filings reviewed do not list other current public company directorships for Thomas.
- Interlocks and shared affiliations: Multiple BRZH leaders (e.g., CEO Ramsey) are former EXCO Resources executives, indicating a shared network; Thomas also previously served at EXCO Resources, which can strengthen information flow but may require vigilance on independence perceptions.
Expertise & Qualifications
- Deep IT leadership across E&P companies (CIO at Kosmos; EXCO; IT Strategy at ConocoPhillips), with oversight of geoscience technologies; relevant to audit oversight and cyber/data risk governance.
- NACD Directorship Certified; seasoned in large-scale integrations (Burlington→ConocoPhillips), supporting compensation and governance committee work.
- Economics & Finance academic background; long-standing professional society membership (SEG).
Equity Ownership
| Metric | Record Date Nov 20, 2024 | Record Date Jun 2, 2025 |
|---|---|---|
| Shares beneficially owned | 25,000 | 25,000 |
| Approximate % of outstanding common stock | <1% (asterisked in table) | <1% (asterisked in table) |
| Ownership notes | Founder Shares purchased from Sponsor; Sponsor to transfer additional 15,000 shares upon closing of initial business combination. | Founder Shares; Sponsor transfer commitment remains contingent on closing. |
Pledging/hedging: No pledging or hedging by Thomas is disclosed in the reviewed filings. —
Related-Party and Agreements
- Founder Shares & Sponsor arrangements: Thomas purchased 25,000 Founder Shares (as one of four independent directors purchasing 100,000 shares total for $10) from Breeze Sponsor; Sponsor also agreed to transfer 15,000 shares to each independent director upon closing.
- Sponsor Support Agreement: The Sponsor and independent directors agreed to vote all their shares in favor of extension and to waive redemption rights to facilitate completion of the YD Biopharma transaction, creating alignment but also potential conflict pressure given Founder Shares would otherwise expire worthless.
- Lock-up: Founder Shares are subject to a post-merger lock-up with staged releases tied to price hurdles ($12.50 and $15.00 for 10% increments) and time-based release eight months after closing.
Governance Assessment
-
Positives:
- Multi-committee engagement with chairmanship of Compensation Committee; independent status across all committees; audit committee has an SEC-defined financial expert, and Thomas adds operational risk and IT oversight depth.
- No cash compensation for director service; equity alignment through founder/sponsor shares creates incentive to complete the business combination and drive post-close performance.
-
Watch items / RED FLAGS:
- Founder/Sponsor share economics and Sponsor Support Agreement (obligations to vote for extensions, waive redemption) can impair perceived independence; incentives are strongly skewed toward transaction completion, as founder/sponsor-linked securities would be worthless if the SPAC liquidates.
- Market/trading environment risk: BRZH was delisted from Nasdaq in July 2024 and trades OTCQX; lower liquidity and “penny stock” risk can heighten governance scrutiny and investor confidence concerns around transaction execution and post-close listing conditions.
- Potential fiduciary conflict routing: Officers/directors must present opportunities to entities where they have existing fiduciary/contractual obligations before BRZH, which could constrain deal flow; this requires the board to manage conflicts robustly.
-
Attendance/engagement:
- Historical engagement threshold met (≥75% attendance for incumbents other than Mr. Stark in 2022); continue monitoring attendance disclosures in subsequent annual materials for sustained diligence.
Overall: Thomas brings relevant operational IT/geoscience expertise and governance credentials, with active roles on core committees. Equity alignment is high but primarily transaction-contingent; the Sponsor Support Agreement and founder-share structure warrant continued monitoring for independence, conflict management, and post-close lock-up behavior.