Martha Crawford

About Martha Crawford

Martha Crawford (age 57) has served as an independent director of Houston American Energy Corp. (HUSA) since August 1, 2025. She brings a 30-year career spanning energy, chemicals, and finance, including CTO roles at Areva (now “Orana” per filing text) and Air Liquide, and board experience at Altran Technologies and Suez SA. She holds MS and PhD degrees in Chemical and Environmental Engineering from Harvard University, an MBA from the Collège des Ingénieurs, and a 2022 Executive Certificate in Private Equity and Venture Capital from Columbia Business School .

Past Roles

External Roles

Board Governance

• Independence: The Board determined that all directors other than CEO Edward Gillespie and Peter Longo (prior CEO within past three years) qualify as independent under NYSE American and SEC rules; Martha Crawford is included among independent directors .
• Committee assignments and chair roles:
  • Audit Committee: Member (three independent directors: Robert Bailey, Matthew Henninger, Martha Crawford); Bailey is the “audit committee financial expert” .
  • Compensation Committee: Composed of Henninger and Bailey (both independent) .
  • Governance and Nominating Committee: Chair; committee composed of Martha Crawford and Matthew Henninger; written charter adopted June 2025 .
• Lead Independent Director: Robert Bailey .
• Attendance:
  • Board: Six meetings in FY 2024; all members attended at least 75% during periods served (note: this pre-dates Crawford’s appointment) .
  • Audit Committee: Met five times in FY 2024 (pre-dates Crawford’s appointment) .
  • Compensation Committee: Held one meeting in FY 2024 (pre-dates Crawford’s appointment) .
  • Nominating Committee: Did not meet in FY 2024 (pre-dates the June 2025 charter adoption) .
• Anti-Hedging: Directors and executive officers are prohibited from hedging company securities (e.g., puts, calls, short sales) .

Fixed Compensation

Note: FY 2024 director cash arrangements pre-date Crawford’s appointment; 2025 cash terms not separately disclosed. Options are granted on appointment/annual meeting (see Performance Compensation).

Performance Compensation

• No RSUs/PSUs for directors disclosed; 2024 director compensation comprised cash retainers and stock options (Director Compensation Table shows “Stock Awards ($)” as “–” and includes “Option Awards ($)”) .
• No non-equity incentive compensation for directors in 2024 (Director Compensation Table shows “Non-Equity Incentive Plan Compensation ($)” as “–”) .

Other Directorships & Interlocks

Expertise & Qualifications

• Technical: Chemical and Environmental Engineering (MS/PhD), CTO experience overseeing international R&D and investment committee participation (capex and project management) .
• Finance/PE: Operating Partner at Macquarie AM; CEO of ESG-FIN LLC; Columbia Business School Exec Certificate in PE/VC (2022) .
• Governance: Prior independent director roles; now chairs HUSA Governance and Nominating Committee .

Equity Ownership

The Security Ownership table treats rights to acquire within 60 days as beneficial ownership; Crawford is shown with “–” (none). No pledging disclosed; anti-hedging policy in place .

Governance Assessment

• Board effectiveness and roles:
  • Crawford strengthens governance through chairing the Governance and Nominating Committee, alongside Audit Committee membership, aligning with best practices for independent oversight .
  • Lead Independent Director role is separate (Bailey), supporting independent board leadership .
• Independence and alignment:
  • Identified as independent under NYSE American/SEC rules .
  • Security ownership table shows no beneficial ownership as of November 13, 2025—an alignment gap relative to typical “skin-in-the-game” expectations for directors; however, director option grants are part of standard compensation (20,000 shares per grant) .
• Attendance and engagement:
  • Board/committee activity levels disclosed for FY 2024 (pre-appointment); the nominating charter was adopted June 2025, indicating governance refresh; attendance specifics for Crawford in 2025 are not disclosed .
• Compensation and incentives:
  • Director pay mix (cash retainers + stock options) emphasizes long-dated equity via options; no director performance-based metrics (PSUs/RSUs) disclosed .
• Policies and controls:
  • Anti-hedging policy applies to directors; executive-officer clawback policy exists (directors not specified) .

RED FLAGS

• Section 16(a) reporting: Martha Crawford’s Form 3 was not filed on a timely basis (one late report), indicating an initial compliance lapse; also noted for Henninger and Bower Family Holdings, LLC .
• Ownership concentration/controlled company: Following the 2025 Share Exchange, Abundia Financial is expected to hold >50% voting power; while HUSA stated it does not intend to rely on controlled company exemptions, concentration of control may influence governance dynamics. This is a company-level context rather than Crawford-specific, but affects oversight environment .

Related-party transactions

• No transactions involving Crawford disclosed. The filing details share exchange and debt restructuring with Abundia Financial and Bower Family Holdings but does not attribute related-party dealings to Crawford .

Committee structure and process

• Governance & Nominating Committee: Two independent directors (Crawford—Chair; Henninger); charter adopted June 2025, with remit to review, evaluate, and propose director candidates, oversee governance standards .
• Audit Committee: Three independent members (Bailey—Chair; Henninger; Crawford) with oversight of financial reporting, internal controls, and auditor engagement .
• Compensation Committee: Two independent members (Henninger—Chair; Bailey) responsible for executive compensation policies and director compensation recommendations .

Overall implication: Crawford adds substantive technical and governance expertise and chairs the key Governance and Nominating function, supporting board refresh post-transaction. The late Form 3 is a discrete compliance flag; absence of disclosed share ownership may be a near-term alignment gap mitigated by standard option grants. The controlled-company context elevates the importance of independent directors’ vigilance—roles Crawford holds on Audit and Governance committees are therefore consequential .