Jonathan Gregory
About Jonathan Gregory
Independent director at GEN Restaurant Group, Inc. (GENK); age 60; joined the Board upon GENK’s Nasdaq listing (2023). Gregory is a finance-centric energy executive and currently CEO of RMX Resources, a private oil and gas company; previously CEO and director of Royale Energy (OTCQB: ROYL). He holds a BBA in Finance from Lamar University. The Board classifies him as independent under Nasdaq standards, and he serves as Audit Committee Chair and an SEC-defined “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RMX Resources, LLC (private) | Chief Executive Officer | 2018–present | Leads upstream O&G operations in Los Angeles County |
| Royale Energy, Inc. (OTCQB: ROYL) | Director (joined 2014), Chief Executive Officer | 2015–2018 | Public company leadership; transitioned to RMX in 2018 |
| Americo Energy Resources, LLC | Chief Financial Officer | Not disclosed | Raised capital; CFO experience in private O&G |
| J&S Oil & Gas, LLC | Chief Financial Officer | Not disclosed | Raised capital; CFO experience in private O&G |
| Various Texas banking institutions | Banking executive | ~25-year career | Closed >$1B in upstream O&G transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RMX Resources, LLC | Chief Executive Officer | 2018–present | Private, CIC Partners-backed O&G company |
| Multiple nonprofit boards | Board member | Not disclosed | Focus on homelessness, early childhood education, social justice |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Independent director under Nasdaq; also independent for Audit Committee (Rule 10A-3) |
| Committees | Audit Committee (Chair; financial expert); Compensation & Human Capital Committee (member). Not on Nominating & Governance Committee |
| Board leadership | Chair of the Board is CEO David Kim; Lead Independent Director is Michael B. Cowan |
| Controlled company | GENK is a “controlled company”; Nominating & Governance Committee includes insiders (Kim—chair—and Chang) |
| Meetings (2024) | Board: 4; Audit: 4; Compensation: 1; Nominating & Governance: 1. Executive sessions held in addition to regular meetings |
| Attendance (2024) | All directors attended all Board and committee meetings on which they served and attended the 2024 annual meeting |
| Insider trading policy | Directors prohibited from hedging or short selling GENK stock; pre-clearance required |
| Clawback policy | Board-adopted; applies to executive incentive pay (restatements and misconduct triggers) |
Fixed Compensation
| Component (Director, 2024) | Amount/Terms |
|---|---|
| Cash fees | $50,000 paid to Jonathan Gregory |
| Committee/Chair fees | No additional compensation paid in 2024 |
| Meeting fees | None; compensation intended to fully cover director activities |
| Policy status | No formal non-employee director compensation plan yet; Board considering adoption |
| Annual limits (plan cap) | Non-employee director total comp capped at $150,000/year; $200,000 in first year or if serving as chair/lead director |
Performance Compensation
| Equity Type | 2024 Grant | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (director program) | Independent directors receive annual RSU grants; in 2024 Michael Cowan and David Park each received 6,000 RSUs. Gregory received cash, not RSUs | RSUs vest over one year (time-based) | None disclosed; no performance conditions tied to director equity |
Note: In 2024, Gregory’s compensation was cash-only while other independent directors received RSUs; the company had no formal director compensation plan in place and provided no per-meeting or travel fees.
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| Royale Energy, Inc. (OTCQB: ROYL) | Director; Chief Executive Officer | Director 2014; CEO 2015–2018 | Public company leadership track record |
- Compensation Committee interlocks: None disclosed for GENK; no executive officer served on another entity’s comp committee where a GENK executive served on that board .
Expertise & Qualifications
- Audit and finance: SEC-defined audit committee financial expert; chaired Audit Committee; extensive CFO and banking background; raised >$200M as CFO; >$1B in transactions as banker .
- Industry: Upstream oil & gas operating leadership as CEO (RMX; Royale) .
- Education: BBA in Finance, Lamar University .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Ownership/Voting |
|---|---|---|---|
| Jonathan Gregory | 4,167 | 0 | <1% of Class A and total voting power |
GENK prohibits director hedging and short sales, supporting alignment; no pledging policy disclosure was noted.
Governance Assessment
-
Positives
- Independent director serving as Audit Committee Chair and designated “financial expert,” aligning with strong oversight of financial reporting and controls .
- Full attendance at Board and committee meetings in 2024, indicating engagement .
- Hedging/short-sale prohibitions enhance alignment; pre-clearance policy adds discipline .
-
Watch items / context
- Controlled company status: Nominating & Governance Committee includes insiders; independent influence on nominations may be constrained .
- Auditor transition (Marcum → CBIZ in April 2025) overseen by Audit Committee; no disagreements reported, though prior material weaknesses were disclosed in 2023—underscores need for continued remediation oversight under Gregory’s chairmanship .
- Director pay structure is evolving with no formal plan yet; in 2024, Gregory received cash while other independents received RSUs, creating mixed alignment signals until a standardized policy is adopted .
Related-Party Exposure
- The proxy details related-party arrangements primarily involving founders (Tax Receivable Agreement; supply purchases from entities affiliated with Jae Chang; historical consulting with an entity owned by David Kim). No related-person transactions involving Jonathan Gregory are disclosed. The Audit Committee reviews/approves related-person transactions per policy.