Louis J. Basenese
ClearSign TechnologiesAbout Louis J. Basenese
Louis J. Basenese (age 47) was appointed an independent director of ClearSign Technologies (CLIR) on May 22, 2025, pursuant to cooperation agreements that expanded the Board and added two new directors. He brings 25+ years in equity research, investment banking, strategic planning, thought leadership, and investor relations; he holds an MBA from Rollins College’s Crummer Graduate School of Business and a BA in English from the University of Florida. Currently, he serves as Executive Vice President – Market Strategy at Prairie Operating Co. (Nasdaq: PROP) and continues as CEO/Chief Strategist of The Basenese Group, LLC. The Board determined he meets Nasdaq independence standards; no related-party transactions were disclosed for him.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MDB Capital Holdings, LLC (Nasdaq: MDBH) | President & Chief Market Strategist | Since Oct 2022 (prior to current roles; end date not disclosed) | Capital markets leadership; equity research/strategy |
| Disruptive Tech Research | Co-founder; Chief Analyst | Jun 2014 – Jun 2023 | Independent equity research; thought leadership |
| Wall Street Daily (Agora affiliate) | Analyst/Strategist roles | Not disclosed | Research/strategy experience |
| The Oxford Club (Agora affiliate) | Analyst/Strategist roles | Not disclosed | Research/strategy experience |
| Morgan Stanley, Inc. | Analyst/Strategist/Account Executive roles | Not disclosed | Sell-side and client-facing experience |
| Commonwealth Risk | Account executive roles | Not disclosed | Risk/markets experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Prairie Operating Co. (Nasdaq: PROP) | Executive Vice President – Market Strategy | Since Jan 2025 | Public E&P; market strategy executive |
| The Basenese Group, LLC | CEO & Chief Strategist | Since Feb 2005 | Equity research/strategy/advisory firm |
| ENDRA Life Sciences (Nasdaq: NDRA) | Director | Since Mar 2020 | Current public company directorship |
| The Roberto Clemente Health Clinic | Director (non-profit) | Since Apr 2021 | U.S.-based non-profit board service |
Board Governance
- Appointment and independence: Appointed May 22, 2025 via cooperation agreements; Board affirmed he is independent under Nasdaq rules. The proxy’s March–May 2025 independence review found all directors except the CEO (Colin Deller) and Anthony DiGiandomenico to be independent. No Item 404(a) related-party transactions disclosed for Basenese.
- Committee assignments: Upon appointment, he joined the Human Capital and Compensation Committee. Following August 2025 board changes, he was also appointed to the Nominating & Corporate Governance Committee (no chair roles disclosed).
- Board and committee activity baseline: In 2024 the Board met 13 times; Audit 5; Compensation 6; Governance 6; each director attended at least 75% of meetings (note: Basenese joined in 2025, so this baseline predates his service).
- Activism/cooperation context: A Special Committee led negotiations culminating in the May 22, 2025 cooperation agreements, which increased the Board size and required appointing Basenese and DiGiandomenico; customary standstill and voting covenants apply to the cooperating parties.
- August 2025 governance changes: Lead Independent Director Judith Schrecker and director Catharine de Lacy resigned on Aug 4, 2025; the Board reduced size to five and does not intend to appoint a new lead independent director. Basenese was appointed to the Governance Committee; G. Todd Silva joined the Compensation Committee.
RED FLAGS: Concentrated turnover of independent directors in Aug 2025 and elimination of the Lead Independent Director role reduce independent oversight signaling potential governance fragility.
Fixed Compensation
- Policy structure: Non-executive directors are entitled to an annual retainer of $60,000; Lead Independent Director additional $15,000; Board Chair additional $20,000. Committee retainers (annualized): Audit Chair $19,000 / Member $7,500; Compensation Chair $7,500 / Member $3,000; Governance Chair $6,500 / Member $3,000.
- Form of pay: Since 2023 (and in 2024), non-executive director compensation has been delivered in restricted stock units (RSUs) to align with shareholder returns; practice anticipated to continue.
- Basenese offer letter (director compensation terms): Eligible to receive RSUs valued at $15,000 on the first day of each quarter for Board service, plus $750 per quarter for Compensation Committee membership; initial Q2’25 grant pro-rated (eligibility; separate note that the other new director declined his Q2’25 pro-rated grant).
| Item | Amount/Terms | Source |
|---|---|---|
| Annual Board retainer | $60,000 (delivered in RSUs) | |
| Committee fees (annual) | Audit: Chair $19,000; Member $7,500 | |
| Compensation: Chair $7,500; Member $3,000 | ||
| Governance: Chair $6,500; Member $3,000 | ||
| Basenese quarterly RSU eligibility | $15,000 per quarter (Board) + $750 per quarter (Comp Committee), grant on first day of each quarter; initial Q2’25 pro-rated eligibility |
| 2024 Director Compensation (for reference) | Fees (Cash) | RSUs (Grant Date FV) | Options | Non-Equity Incentive | All Other | Total |
|---|---|---|---|---|---|---|
| Louis J. Basenese | $0 | $0 | $0 | $0 | $0 | $0 |
Performance Compensation
- No performance-conditioned compensation is disclosed for directors; CLIR delivers time-based RSUs to non-executive directors to build ownership and alignment rather than performance-vesting metrics.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|---|
| ENDRA Life Sciences (Nasdaq: NDRA) | Public | Director | Since Mar 2020 | Interlock: Anthony DiGiandomenico (CLIR director) also serves on NDRA’s board. |
| The Roberto Clemente Health Clinic | Non-profit | Director | Since Apr 2021 | Community health governance role |
Governance signal: The NDRA board overlap with DiGiandomenico suggests a network tie; no related-party transactions with CLIR are disclosed.
Expertise & Qualifications
- Capital markets and strategy: 25+ years across equity research, investment banking, strategic planning, investor relations, and thought leadership, including executive roles at a public E&P and prior leadership at MDB Capital.
- Education: MBA (Rollins College – Crummer Graduate School of Business), BA in English (University of Florida).
Equity Ownership
| Metric | Detail | Source |
|---|---|---|
| Beneficial ownership (shares) | 20,000 | |
| Unvested RSUs (excluded from beneficial ownership) | 10,923 (none expected to vest by July 28, 2025) | |
| Ownership as % of shares outstanding | <1% (based on 52,422,532 shares outstanding as of record date) | |
| Pledged shares | Not disclosed in proxy; no pledge noted |
Governance Assessment
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Strengths:
- Independent director with deep capital markets and strategy experience, potentially improving investor communications and pay-for-performance oversight on the Compensation Committee.
- Director pay delivered entirely in RSUs promotes alignment and reduces cash burn; structure codified via offer letter with regular, transparent quarterly grants.
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Watch items / RED FLAGS:
- Appointed via activism-related cooperation agreements; while customary, this underscores shareholder pressure and near-term governance sensitivity.
- August 2025 loss of the Lead Independent Director and another independent director, with no plan to replace the Lead Independent role, reduces independent counterbalance; Basenese added to Governance Committee to backfill capacity.
- Modest direct ownership (<1%) limits “skin-in-the-game”; ongoing RSU delivery may increase alignment over time.
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Conflicts and related parties:
- The Board determined Basenese is independent; 8-K confirms no Item 404(a) transactions. Offer letter includes an explicit conflicts clause requiring disclosure/clearance of potentially competitive outside services.