Edward Gillespie
About Edward Gillespie
Edward “Ed” Gillespie, 49, has served as Chief Executive Officer and Director of Houston American Energy Corp. (HUSA) since July 1, 2025, following HUSA’s share exchange with Abundia Global Impact Group (AGIG) . He co‑founded AGIG in 2019 and served as its President/CEO; he is also President of Abundia Financial, a manager of AGIG’s majority holder, and has held prior leadership roles at SafeBus Inc. (CEO) and Port House Consultants Ltd. (Chairman/Managing Director) . Gillespie holds a Diploma in Business Management and Development from The College of Management and IT in Ireland . Governance context: HUSA’s Board determined Gillespie is not independent (as CEO); the Board’s independent leadership includes a non‑executive Chair (Peter Longo) and a Lead Independent Director (Robert Bailey) . Under legacy HUSA performance (pre‑AGIG), cumulative TSR of a hypothetical $100 investment fell to $9.79 in 2024 (from $140.56 in 2022), alongside a 2024 net loss of $8.22 million, underscoring a turnaround mandate under new leadership .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Abundia Global Impact Group (AGIG) | Co‑founder; President & CEO | 2019–2025 (pre-share exchange) | Built a low‑carbon fuels/chemicals platform positioned for public‑market scale-up via HUSA transaction |
| Abundia Financial, LLC | President; Manager | Since 2018 | Sponsor of AGIG; post‑deal controls ~84.6% of HUSA; capital formation and strategic direction |
| SafeBus Inc. | Chief Executive Officer | Not disclosed | Operational leadership (transport/safety tech) |
| Port House Consultants Ltd. | Chairman & Managing Director | Prior; 2007–2012 noted for Moyle Road (see below) | Oversight of consulting operations |
| Moyle Road Construction Ltd. | Founder; Chairman & Managing Director | 2007–2012 | Grew to 100+ employees with multi‑million Euro revenue |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Poseidon Plastics Ltd. | Board member | Since 2018 | External board role; not a public company |
| Other public company directorships (last 5 years) | — | — | None disclosed |
Fixed Compensation
| Component | Terms | Effective date | Notes |
|---|---|---|---|
| Base salary | $30,000 per month | July 1, 2025 | Initial CEO compensation post‑closing |
| Annual bonus opportunity | Eligible; terms to be set by Board for senior management | July 1, 2025 | Specific targets/metrics not disclosed |
| Director compensation | “Standard board compensation” for service as a director | July 1, 2025 | HUSA previously paid non‑employee directors cash retainers and options in 2024; Gillespie’s exact 2025 director pay not specified |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual bonus (CEO) | Not disclosed | — | — | — | — | — |
| Equity incentives (2025 Plan available) | Not disclosed | — | — | — | — | Company has 2008/2017/2021/2025 plans; 2025 plan reserve 750,000 shares; no award to Gillespie disclosed |
| PIC Plan (legacy oil & gas) | % of revenues from designated wells | Caps apply; CEO share ≤ 50% of pool cap per well | Plan design only | — | Cash payouts when applicable | N/A; legacy plan retained; relevance post‑pivot uncertain |
| Clawback policy | Applies to performance‑based cash/equity on restatement | — | — | — | Recoupment possible | — |
| Insider trading/hedging | Hedging prohibited for directors/executives | — | — | — | — | — |
No performance metric targets/weightings specific to Gillespie were disclosed as of the 2025 proxy and 8‑Ks .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct beneficial ownership (as of Nov 13, 2025) | None reported for Edward Gillespie |
| Indirect/control interests | Abundia Financial, managed by Gillespie (with Gasik and Bower), holds ~27,599,221 shares (80.9%); managers may be deemed to share voting/investment discretion but disclaim beneficial ownership except for pecuniary interest |
| Ownership concentration | Combined AGIG holders (Abundia Financial and BFH) owned ~94% at closing; HUSA identified as a “controlled company” in April 2025 proxy under NYSE American rules |
| Vested vs. unvested awards (Gillespie) | Not disclosed (no outstanding awards reported for him in 2024 year‑end tables) |
| Pledging/hedging | Hedging prohibited by policy; no pledging disclosure noted |
| Ownership guidelines | Not disclosed |
Potential selling pressure/overhang:
- Equity line of credit (ELOC): $100 million common stock purchase facility with an investor, including exchange cap mechanics and 9.99% beneficial ownership cap for the ELOC investor; could create ongoing issuance overhang .
- Control block: Abundia Financial’s 80.9% stake implies potential liquidity constraints and sponsor‑driven sell‑down scenarios; managers (including Gillespie) disclaim beneficial ownership beyond pecuniary interest .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Not disclosed; 8‑K sets initial compensation and bonus eligibility |
| Severance | Not disclosed |
| Change‑of‑control | Not disclosed for Gillespie; legacy CEO severance terminated via $800,000 agreement in 2024 (for context) |
| Indemnification | Standard Delaware indemnification agreement executed for directors/officers; provides advancement and broad indemnity/expense coverage – |
| Non‑compete / non‑solicit | Not disclosed |
| Clawback | Board‑adopted policy applies to executive officers |
| Anti‑hedging | Hedging prohibited for directors/officers |
Board Governance
- Board service: Director since July 2025; not independent (CEO) .
- Leadership structure: Chair is Peter Longo (former CEO); Lead Independent Director is Robert Bailey; separation of CEO/Chair mitigates dual‑role risk .
- Committee roles: Committees comprised solely of independents; Audit (Bailey, Chair; Henninger; Crawford), Compensation (Henninger, Chair; Bailey), Nominating (Crawford, Chair; Henninger). Gillespie is not listed on any committee .
- Independence: Board determined all directors except Gillespie (CEO) and Longo (served as CEO within past 3 years) are independent under NYSE American/SEC rules .
- Attendance: Prior year directors attended ≥75% of meetings; expectation to attend annual meeting .
Performance & Track Record
- Strategic transformation: Led HUSA’s acquisition of AGIG, pivoting to low‑carbon fuels/chemicals; “landmark moment” positioning for public capital access and U.S. Gulf Coast project development .
- Capital access: Secured a $100 million equity line of credit to fund growth and working capital needs .
- Legacy performance baseline (pre‑AGIG): Cumulative TSR fell sharply (2022: $140.56; 2023: $25.17; 2024: $9.79 on a $100 base) with 2024 net loss of $8.22m, framing a turnaround opportunity under new leadership .
Compensation Committee Analysis
- Composition: Independent directors Matthew Henninger (Chair) and Robert Bailey .
- Scope: Sets CEO/NEO salaries, bonuses, equity programs, and reviews director compensation –.
- Pay governance features: Clawback policy adopted; anti‑hedging policy; timing policy asserts awards are not timed around MNPI .
- Peer group/targets: No peer group, target percentile, or metric weightings disclosed for CEO 2025 programs as of filings reviewed .
Related Party Transactions and Controls
- Change of control: On July 1, 2025, Abundia Financial (managed by Gillespie et al.) acquired ~84.6% and BFH ~10.4% of HUSA via the share exchange; total transaction equity value ~$331 million (stock‑for‑units) .
- Debt restructuring: BFH acquired majority of a $3.5m senior secured convertible note originally issued July 10, 2025 (Cedar Port financing) .
- Auditor changes/material weaknesses: Dismissal of prior auditors and appointment of CBIZ in Oct 2025; prior reports noted material weaknesses in internal control for both legacy HUSA and AGIG in 2023–2024 – –.
Investment Implications
- Alignment and incentives: Gillespie’s disclosed personal direct ownership is zero as of Nov 13, 2025, while Abundia Financial (managed by Gillespie) holds ~80.9% and managers disclaim beneficial ownership except for pecuniary interest—creating potential alignment via sponsor economics but limited direct stock exposure for the CEO . Bonus and equity metrics for 2025 are not disclosed, limiting visibility into pay‑for‑performance .
- Dilution/overhang risk: The $100m equity line (with 19.9% exchange cap mechanics and 9.99% beneficial ownership cap for the investor) enables flexible funding but can be dilutive and create persistent selling pressure depending on draw cadence and pricing . Control block ownership (80.9%) adds liquidity constraints and potential sponsor sell‑down overhang .
- Governance and protections: Separation of CEO and Chair plus independent committees, a lead independent director, anti‑hedging and a clawback policy are positives; however, “controlled company” status (from April 2025) may allow exemptions from certain NYSE American governance requirements, and auditor transitions/material weaknesses add execution and reporting risk –.
- Execution priorities: Delivering capital‑efficient project milestones (U.S. Gulf Coast facility) and tightening internal controls will be critical to de‑risking the story and aligning compensation with value creation metrics (e.g., project FIDs, offtakes, EBITDA ramp) –.
Overall, governance structure and policies are improving, but limited disclosure on 2025 incentive metrics, high ownership concentration via Abundia Financial, and the use of an equity line suggest monitoring dilution, insider‑sponsor actions, and forthcoming compensation detail before sizing exposure.