Allan Sass
About Allan Sass
Allan Sass, PhD, is an independent director of Genie Energy Ltd. and has served on the board since October 2011. He is 85 years old, with a scientific and energy industry background, including prior service as President and CEO of Occidental Oil Shale Corporation, a subsidiary of Occidental Petroleum. He holds a B.S. in Chemical Engineering from Cooper Union and an M.S. and Ph.D. in Chemical Engineering from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Occidental Oil Shale Corporation (subsidiary of Occidental Petroleum) | President & CEO | Not disclosed | Industry operator; oil shale expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| In-Situ (technical journal) | Editorial Board Member | Not disclosed | Technical editorial oversight |
Board Governance
- Independence: Board determined Allan Sass is independent under NYSE and company categorical standards; majority of nominees and all committee members are independent .
- Committees: Member, Audit Committee; Member, Corporate Governance Committee. Not a committee chair .
- Attendance and engagement: Board held 7 meetings in 2024; each independent director attended or participated in ≥75% of Board and committee meetings during their service period. All directors attended the 2024 Annual Meeting in person or via teleconference .
- Executive sessions: Independent directors meet without management at every regularly scheduled Board meeting; Wes Perry serves as Lead Independent Director presiding over executive sessions (role held since Oct 24, 2011) .
- Committee meeting cadence:
- Audit Committee: 4 meetings in 2024; chaired by Wes Perry; Sass member; all members independent; Perry qualifies as audit committee financial expert .
- Compensation Committee: 5 meetings in 2024; chaired by Alan Rosenthal; all members independent .
- Corporate Governance Committee: 6 meetings in 2024; chaired by Alan Rosenthal; Sass member; all members independent .
- Nominating Committee: 1 meeting in 2024; chaired by Wes Perry; all members independent .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Paid if ≥75% attendance; payable in January following year; may be elected as stock based on avg high/low prior trading day . |
| Director equity grant | 2,920 Class B shares | Granted annually on Jan 5; vests in full immediately upon grant . |
| 2024 stock award fair value | $84,403 | Grant date fair value of 2,920 shares on Jan 5, 2024, per FASB ASC 718 . |
| Chair/meeting fees | $0 | No additional compensation for committee chair or Lead Independent Director; no meeting fees . |
2024 Director Compensation (individual):
| Name | Cash Fees ($) | Stock in lieu of Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Allan Sass | $50,000 | — | $84,403 | $134,403 |
Performance Compensation
| Metric/Condition | Structure | Notes |
|---|---|---|
| Equity grant vesting | Immediate vest | Annual 2,920-share grant vests in full on grant; no performance conditions disclosed . |
| Cash retainer condition | Attendance threshold | Cash retainer contingent on ≥75% attendance; CEO may waive for mitigating circumstances . |
| Performance metrics tied to director pay | None disclosed | No TSR/financial/ESG metrics attached to director comp in proxy . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| None disclosed beyond roles above | — | — | — |
No other public company directorships or interlocks for Allan Sass are disclosed in the proxy; board interlocks are noted for other directors (e.g., Jonas family relationships), but not for Sass .
Expertise & Qualifications
- Technical expertise: Chemical engineering; energy industry operations (oil shale) .
- Governance: Member of Audit and Corporate Governance Committees overseeing financial reporting, internal controls, cybersecurity, director independence, and related person transaction review .
- Education: B.S. Cooper Union; M.S./Ph.D. Yale University .
Equity Ownership
| Holder | Class B Shares Owned | % of Class B | As-of Date | Notes |
|---|---|---|---|---|
| Allan Sass | 41,610 | <1% | March 27, 2025 | Beneficial ownership per proxy table . |
| Allan Sass | 38,690 | — | Dec 31, 2024 | Shares held granted for director service; no options disclosed . |
Director annual equity grant mechanics:
- Automatic annual grant of 2,920 Class B shares on Jan 5 to each independent director (fully vested on grant) .
- Option to take the $50,000 cash retainer in fully vested Class B shares based on avg high/low price prior trading day .
Governance Assessment
- Board effectiveness: Sass contributes technical energy and scientific expertise to Audit and Corporate Governance oversight. His independence reinforces committee objectivity, with quarterly risk oversight reporting to the Board across financial reporting, internal controls, cybersecurity, compensation risk, and governance .
- Independence & attendance: Confirmed independent; participation met the ≥75% threshold; annual meeting attendance was universal, signaling engagement .
- Alignment & compensation mix: Director pay is balanced between cash ($50k) and annual equity grants (2,920 shares, immediate vest). Equity is time-based, not performance-based—providing ownership alignment but limited pay-for-performance linkage for directors; Sass’s beneficial ownership remains <1% of Class B stock .
- Potential conflicts/related-party exposure: No Sass-specific related person transactions are disclosed. Board-level red flags include concentrated control by Howard S. Jonas (100% of Class A; 69.3% aggregate voting power) and multiple family relationships on the board, alongside recurring related-party transactions with IDT and a 2024 joint real estate investment with Jonas; Corporate Governance Committee (which includes Sass) reviews and approves related person transactions per policy .
- Signal to investors: Independent committee membership and regular executive sessions mitigate control risks; however, immediate vesting of director equity and absence of performance conditions reduces performance sensitivity of director pay. No chair or meeting fees minimize incentive distortions .
RED FLAGS
- Concentrated voting control by Howard S. Jonas and family relationships on the board (Chairman related to CEO and another director), plus ongoing related-party transactions (TSA with IDT; 2024 joint real estate investment) heighten governance risk and potential conflicts; continued robust oversight by the Corporate Governance Committee is critical .
- Director equity grants vest immediately with no performance conditions, limiting pay-for-performance alignment for directors .
Positive Signals
- Sass’s independence and service on Audit and Corporate Governance Committees, combined with documented meeting cadence and attendance, support board oversight credibility .
- No additional fees for chair roles or lead independent director reduces potential compensation-related conflicts .