Zarrell Gray
HALLADOR ENERGYAbout Zarrell Gray
Zarrell Gray (age 58) is an independent director at Hallador Energy Company (HNRG) who joined the board in 2024 and currently serves as Chair of the Nominating Committee and a member of the Audit Committee. He is Executive Advisor to Teays Rivers (a U.S. holding company focused on production-based and vertically integrated agricultural businesses operating across 23 states and 10 countries) and previously served as EVP/COO there (2007–2021); he also remains a principal owner of Gray’s Seed, Inc. Mr. Gray holds a B.S. in Agricultural Economics from Purdue University. His board credentials emphasize senior operating experience, investment committee work, M&A diligence/execution, and large-scale capital raising (debt and equity) in excess of $1 billion over his career .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teays Rivers | Executive Advisor | Current (as of 2025) | Strategic advisor to a multi-asset agricultural holding company operating across 23 U.S. states and 10 countries . |
| Teays Rivers | EVP & COO | 2007–2021 | Senior operating leader during formation/growth; extensive involvement in investment committees, diligence, acquisitions, and capital raising >$1B . |
| Gray’s Seed, Inc. | Principal Owner | Ongoing | Long-standing operator/investor in hybrid seed industry; 17 years professionally in seed industry (1990–2007) . |
External Roles
| Category | Organization/Board | Role | Notes |
|---|---|---|---|
| Private boards | Multiple (not named) | Director | Served on “multiple private corporate boards,” each with sales in the hundreds of millions or greater . |
| Public company directorships | None disclosed | — | No other public boards disclosed in HNRG’s proxy . |
Board Governance
- Board independence and leadership: The board determined all non-employee directors, including Gray, are independent under SEC/Nasdaq rules; the company combines Chair/CEO roles and has no Lead Independent Director given board size .
- Committee assignments: Gray is Nominating Committee Chair and serves on the Audit Committee; he is not on the Compensation Committee .
- Attendance and engagement: In 2024 the Board held 8 regular meetings; Audit (4), Compensation (2), Nominating (3). Each director up for re-election (including Gray) attended at least 75% of their Board/committee meetings. Non-management directors meet in executive session regularly after scheduled meetings .
- Anti-hedging/pledging: Hedging of company stock is prohibited; pledging is prohibited absent Audit Committee exemption; no exemptions have been granted since policy adoption .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual Board retainer (pro-rated) | $29,396 | Joined May 30, 2024; pro-rated for partial year . |
| 2024 | Committee Chair fee (pro-rated) | $9,918 | Pro-rated for service as Nominating Committee Chair beginning Aug 8, 2024 . |
| 2024 | Total cash compensation | $39,314 | Sum of pro-rated retainers . |
| Effective Jan 1, 2025 | Policy change: annual NED retainer | $75,000 | Increased from $50,000; paid quarterly . |
| Effective Jan 1, 2025 | Policy change: Audit Chair fee | $35,000 | Increased from $25,000; paid quarterly . |
| Effective Jan 1, 2025 | Mix change | 50% in fully vested shares | 50% of annual retainer and committee chair fee paid in shares at payment date closing price . |
Performance Compensation
- No performance-based director compensation disclosed. Non-employee directors receive retainers (cash and, beginning 2025, 50% stock); no meeting fees or performance metrics are described for directors .
Other Directorships & Interlocks
| Type | Entity | Relationship/Issue |
|---|---|---|
| Related party transactions | None disclosed for Gray | Company policy requires Audit Committee pre-approval for any related-person transaction; none identified for Gray in the proxy . |
| Context (others) | 2024 promissory notes to entities related to other directors (Wesley, Lubar, Hardie) | Notes issued March 2024; Gray not a party to these transactions . |
Expertise & Qualifications
- Education: B.S., Agricultural Economics, Purdue University .
- Domain expertise: 17+ years in hybrid seed industry; senior operating leadership in large-scale agricultural holdings; diligence, acquisitions, capital markets (debt/equity >$1B) .
- Board qualifications: Brings “senior executive (COO/EVP)” experience, investment committee rigor, and expansive investor/banker/operator network aligned with HNRG’s strategic growth focus .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of | Notes |
|---|---|---|---|---|
| Zarrell Gray | 51,000 | <1% | April 9, 2025 | Reported in Security Ownership table . |
| Zarrell Gray | 13,000 | <1% | April 10, 2024 | Prior year holdings; showed meaningful increase by 2025 . |
| Policy: Hedging/Pledging | Prohibited (pledging requires exemption) | — | — | No exemptions granted to date . |
| Ownership guidelines | Not disclosed for directors | — | — | No explicit director stock ownership guideline disclosed; beginning 2025, 50% stock retainer enhances alignment . |
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Section 16(a) compliance | Gray had three late transactions reported in June and August 2024 (delinquent Form 4 filings) . |
Governance Assessment
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Strengths
- Fully independent director with rapid elevation to Nominating Committee Chair; adds diversified operating and transaction experience useful for board refreshment and strategic growth oversight .
- Audit Committee membership enhances financial reporting oversight; board prohibits hedging and pledging (no exemptions), and shifted half of director pay into stock in 2025, improving alignment with shareholders .
- Attendance met the 75% threshold; board holds regular executive sessions and maintains standard committee structures .
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Watch items / potential red flags
- Section 16(a) timeliness: three late insider transaction filings in mid-2024 indicate a compliance lapse; continued monitoring recommended .
- No Lead Independent Director due to board size; combined Chair/CEO role persists, which some investors view as a governance risk, albeit mitigated by a majority-independent board and strong committee chairs .
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Overall view
- Gray’s appointment and quick assumption of a chair role, growing share ownership, and the stock-based element of director pay support investor alignment. Addressing filing timeliness and continuing rigorous nomination processes remain key to sustaining investor confidence .