Jason Edgeworth
About Jason A. Edgeworth
Independent Class C director since June 2023; age 40. Investment and Asset Manager for the John Paul DeJoria family office since September 2020. Previously Executive Director of Investment & Merchant Banking at U.S. Capital Advisors (2013–2020) and equity analyst roles at CLW Investments, Twin Eagle Resource Management, AEW Europe and Curzon Global Partners (2008–2012). MA in International Relations (University of St Andrews, 2008); Chartered Alternative Investment Analyst (CAIA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Capital Advisors LLC | Executive Director, Investment & Merchant Banking | 2013–2020 | Led diligence/execution and investor communications for public E&P/midstream equity offerings; advised merchant banking/private equity in midstream and services |
| CLW Investments; Twin Eagle Resource Management | Equity Analyst (energy) | 2008–2012 | Sector coverage; analytical roles |
| AEW Europe; Curzon Global Partners | Equity/real estate analyst | 2008–2012 | Commercial/mixed-use real estate focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Paul DeJoria Family Office | Investment & Asset Manager | Sep 2020–present | Diligence, execution, investor relations |
| Glacier Oil & Gas Corp. | Director | Not disclosed | Not disclosed |
| Borealis Alaska Oil, Inc. | Director | Not disclosed | Not disclosed |
| Badger Midstream Energy, LP | Director | Not disclosed | Not disclosed |
Note: Edgeworth was selected as a director nominee in 2023 by The John Paul DeJoria Family Trust under a letter agreement associated with the Principal Stockholder Group’s nomination rights .
Board Governance
- Committees: Member, Nominating & Governance Committee; not on Audit, Compensation, or ESG committees .
- Independence: Board affirmatively determined Edgeworth is independent under Nasdaq rules .
- Attendance: Board met 6 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Controlled company status: HPK is a Nasdaq “controlled company”; Compensation and N&G committees include non-independent members (Hightower, Hollis), while Covington and Fulgham are independent on Compensation; Audit Committee is fully independent .
- Lead Director: Larry Oldham serves as Lead Director presiding over executive sessions; executive sessions for independent directors occur at each Board meeting .
- Committee activity levels (2024): Audit (4), Compensation (3), ESG (3), Nominating & Governance (2) meetings .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Oldham, Chernosky, Covington | Oldham | 4 |
| Compensation | Hightower, Covington, Hollis, Fulgham | Hightower | 3 |
| ESG | Fulgham, Covington, Hightower, Hollis | Fulgham | 3 |
| Nominating & Governance | Hightower, Chernosky, Edgeworth, Hollis | Hightower | 2 |
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash retainer | $0 | Program provides no annual cash retainer |
| Equity grant (RS) | $150,006 grant-date value | Granted June 4, 2024 at $14.06/share; vests in full at next annual meeting (expected June 3, 2025) subject to service; Edgeworth held 10,669 unvested RS shares at 12/31/2024 |
| Committee chair fee (Audit Chair only) | Not applicable | $7,500 (RS or cash) is limited to Audit Chair; Edgeworth not chair |
Program features: directors may elect up to $25,000 of the annual equity award in cash; Edgeworth’s 2024 compensation shows no cash election .
Performance Compensation
| Performance Metric | Weight/Target | Payout Linkage |
|---|---|---|
| None disclosed for directors | — | Director equity awards are time-based and vest at the next annual meeting; no performance metrics cited . |
Other Directorships & Interlocks
| Company | Public/Private | Overlap/Interlocks |
|---|---|---|
| Glacier Oil & Gas Corp.; Borealis Alaska Oil, Inc.; Badger Midstream Energy, LP | Not disclosed | No specific interlocks disclosed; Edgeworth’s nomination right came via The John Paul DeJoria Family Trust under Principal Stockholder Group arrangements . |
Expertise & Qualifications
- Capital markets execution across IPOs, follow-on, ATM and preferred equity for public E&P/midstream companies .
- Merchant banking/private equity advisory in midstream and services; broad energy sector analytical background .
- CAIA designation and international relations academic training .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RS (12/31/2024) | Options/Warrants |
|---|---|---|---|---|
| Jason A. Edgeworth | 28,006 | * (<1%) | 10,669 | No options outstanding; directors generally have no outstanding stock options other than RS awards |
Stock ownership guidelines: Non-employee directors are expected to hold stock worth ≥5x their maximum annual cash payment option; all directors met guidelines as of 12/31/2024 .
Hedging/pledging: Hedging and certain speculative transactions are prohibited; pledging prohibition was removed in 2022 (exceptions require approval). No pledging by Edgeworth is disclosed in the proxy .
Governance Assessment
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Strengths:
- Independent status with relevant capital markets and energy-sector expertise; member of Nominating & Governance Committee supporting board evaluation, independence review, and succession planning .
- Equity-heavy director pay (no cash retainer) aligns incentives; time-based vest to next annual meeting promotes continuity .
- Attendance and engagement adequate (≥75% participation; full Annual Meeting attendance) .
-
Risks and RED FLAGS:
- Controlled company structure concentrates influence; Compensation and N&G committees include non-independent executives (Hightower, Hollis), which may constrain independent oversight .
- Nomination origin via The John Paul DeJoria Family Trust under Principal Stockholder Group rights may create perceived alignment with control holders rather than minority shareholders .
- Insider Trading Policy permits pledging with approval (prohibition removed in 2022), a shareholder-unfriendly posture despite no Edgeworth-specific pledging disclosed .
- CEO voting control (~68% of outstanding voting power) heightens governance risk and may limit board autonomy; necessitates robust independent director challenge and executive sessions .
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Implications for investor confidence:
- Edgeworth adds relevant financial/energy expertise and is formally independent, but his nomination pathway and committee composition within a controlled company environment warrant continued monitoring of board effectiveness, minority holder protections, and independence in key human capital and governance decisions .