Cecelia Maynard
About Cecelia Maynard
Independent director of New Concept Energy, Inc. (GBR). Age 74 in the 2025 proxy; service as director from January 18, 2019 to July 10, 2020 and re‑elected August 20, 2020 to present . Chair of the Governance & Nominating Committee; member of the Compensation Committee (2024–2025); Audit Committee member in 2024 only . Board determined she is independent under Corporate Governance Guidelines in its December 2024 review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pillar Income Asset Management, Inc. | Employee | Jan 2011 – Dec 31, 2018 | Background relevant to real estate and advisory operations; Pillar is an affiliate involved in related-party services to GBR . |
| New Concept Energy (GBR) | Director | Jan 18, 2019 – Jul 10, 2020; Aug 20, 2020 – present | Governance & Nominating Chair; Compensation Committee member (2024–2025); Audit Committee member in 2024 . |
| First Equity Properties, Inc. (public at the time) | Director, Vice President, Secretary | May 2018 – Apr 2021 | Public-company board and officer experience . |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| First Equity Properties, Inc. | Director; Vice President; Secretary | Public (Section 12(g) registered at the time) | Service from May 2018 to April 2021 . |
| Pillar Income Asset Management, Inc. | Employee | Private | Prior employment; Pillar is wholly owned by Realty Advisors, Inc. (RAI), a GBR shareholder and contracted advisor to GBR since Sep 1, 2024 . |
Board Governance
- Committee assignments (2024 vs 2025):
- Governance & Nominating: Chair (both years) .
- Compensation: Member (both years); appears on signed Compensation Committee reports .
- Audit: Member in 2024; not listed as Audit member in 2025 .
- Independence: Board affirmatively determined Maynard is independent under Corporate Governance Guidelines (December 2024 review) . Prior determination in December 2023 also found her independent .
- Attendance and engagement:
- Board met five times in fiscal 2023 and 2024; each director attended at least 75% of Board and committee meetings; independent directors held four executive sessions in each year .
- Committee activity: Audit Committee met four times in 2023/2024; Governance & Nominating met twice; Compensation met twice .
- Presiding/Lead Independent Director:
- 2024: Dan Locklear designated Presiding Director .
- 2025: Richard W. Humphrey designated Presiding Director .
Fixed Compensation
| Year | Annual Retainer (Cash) | Per‑Meeting Fee | Total Fees Paid to Maynard |
|---|---|---|---|
| 2023 | $2,500 | $2,000 per Board meeting | $10,500 |
| 2024 | $2,500 | $2,000 per Board meeting | $10,500 |
Notes: Nonemployee directors receive cash retainers and meeting fees; directors who are employees receive no additional compensation; travel and related expenses reimbursed .
Performance Compensation
| Component | Metrics | Grants/Values | Vesting/Triggers |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None | None | Not applicable |
| Non‑equity incentive compensation | None | None | Not applicable |
No director equity awards, option awards, or performance‑linked pay disclosed; the Company reports “None” for grants, outstanding equity, option exercises, pensions, and deferred compensation for directors .
Other Directorships & Interlocks
| Entity | Relationship to GBR | Interlock/Transaction | Terms/Notes |
|---|---|---|---|
| Pillar Income Asset Management, Inc. | Advisor to GBR under Advisory Agreement (effective Sep 1, 2024) | Prior Maynard employment (2011–2018); Pillar provides management/advisory services | Fee: 0.0625% per month of average Gross Asset Value (0.75% annual) plus greater of $25,000 or 7.5% of Adjusted Net Income per year; renewable annually; terminable on notice; subject to approval by a majority of Independent Directors . |
| Realty Advisors, Inc. (RAI) | Pillar’s parent; GBR shareholder | Beneficial owner of >5% | 2024 table: 1,144,935 shares (22.31%); 2025 table: 400,000 shares (7.79%) . Related‑party services historically noted; transactions require approval by non‑management directors . |
Expertise & Qualifications
- Governance leadership: Chair of Governance & Nominating Committee; participates in annual independence review, board evaluation, and nominating processes .
- Real estate and advisory background via Pillar; public‑company governance exposure at First Equity Properties .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Class | Notes |
|---|---|---|---|
| Cecelia Maynard | – | 0% | No director share ownership disclosed as of Oct 28, 2024 and Oct 10, 2025 . |
| All directors & executive officers (5 people) | – | 0% | Aggregate 0% ownership noted . |
No pledging, hedging, or ownership guideline compliance figures were disclosed. Corporate Governance Guidelines reference willingness to meet any minimum equity guideline but do not specify amounts in the proxy .
Governance Assessment
-
Positive signals:
- Independent status affirmed; service as Governance & Nominating Chair indicates focus on governance processes and independence reviews .
- Consistent attendance (≥75% of Board/committee meetings) and regular executive sessions suggest active oversight .
- Compensation Committee comprised solely of independent, nonemployee directors; no interlocks with executives reported .
-
Alignment and risk considerations:
- Zero share ownership by directors (including Maynard) diminishes “skin‑in‑the‑game” alignment for investors .
- Prior employment at Pillar and Pillar’s current Advisory Agreement with GBR constitute a related‑party nexus; while independence is affirmed and transactions require independent director approval, the relationship warrants continued monitoring for potential conflicts (fees tied to Gross Asset Value and Adjusted Net Income) .
- RAI’s reported ownership percent appears lower in the 2025 table versus 2024 (7.79% vs. 22.31%), and differs from a narrative reference (27.18%)—investors should seek clarity on beneficial ownership changes and any Series B convertibility impacts .
-
Committee workload and expertise:
- Audit Committee participation in 2024, with exit in 2025, reduces cross‑committee continuity; however, Compensation and Governance roles remain consistent .
- Committee meeting cadence (Audit: 4; Governance: 2; Compensation: 2) aligns with minimal operational complexity given GBR’s limited staffing, but places emphasis on the advisor oversight framework .
RED FLAGS: Related‑party advisory agreement with Pillar (fees and incentives tied to company metrics), zero director share ownership, and inconsistent disclosures on a major shareholder’s ownership percentage warrant scrutiny for potential conflicts and alignment risks .