Peter Longo
About Peter Longo
Peter Longo (age 66) is Chairman of the Board and a director of Houston American Energy Corp. (HUSA), having joined the Board in November 2024; he previously served as HUSA’s President/CEO (Nov 11, 2024–Jul 1, 2025) and as CFO (Feb 18, 2025–Jul 1, 2025) . He retired from United Technologies Corporation (UTC) in 2018 after a 30-year career including roles as SVP of Operations (2016–2018) and as CFO, CIO, and Principal Accounting Officer across several UTC business units; he has served since 2018 as Chairman of Cyient, Inc., the U.S. subsidiary of Cyient Ltd. He holds a bachelor’s degree in accountancy from Bentley University and is a CPA (since 1981) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houston American Energy Corp. | President & CEO | 2024-11-11 to 2025-07-01 | Transition leadership through change of control; later transitioned to Board Chair |
| Houston American Energy Corp. | Chief Financial Officer | 2025-02-18 to 2025-07-01 | Principal financial officer during transition; no employment agreement |
| United Technologies Corporation (UTC) | SVP, Operations | 2016–2018 | Oversight of operations prior to Raytheon merger (RTX); earlier CFO/CIO/PAO roles across UTC units |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Cyient, Inc. (U.S. subsidiary of Cyient Ltd.) | Chairman | 2018–present | Cyient provides engineering/manufacturing and related services; unaffiliated with HUSA |
Board Governance
- Board leadership: Longo serves as Chairman; Robert Bailey serves as Lead Independent Director .
- Independence: The Board determined Longo is not independent due to having served as CEO within the last three years; all other directors except the current CEO are independent under NYSE American and SEC rules .
- Committee assignments: All standing committees are fully independent. Longo is not listed as a member of any committee. Committee chairs/members as disclosed:
- Audit: Robert Bailey (Chair), members: Bailey, Matthew Henninger, Martha Crawford .
- Compensation: Members: Matthew Henninger (Chair), Robert Bailey .
- Governance & Nominating: Members: Martha Crawford (Chair), Matthew Henninger .
- Meetings and attendance: The Board held six meetings (including committee meetings) in FY2024; all directors serving during the period attended at least 75% of meetings. Directors are expected to attend the annual meeting; all then-serving directors attended the 2024 annual meeting .
- Anti-hedging: Directors and executive officers are prohibited from hedging HUSA securities (puts, calls, shorts, etc.) .
- Code of ethics and clawback: HUSA maintains a code of conduct and ethics; a clawback policy applies to performance-based cash/equity in the event of a restatement .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Director cash retainer (non-employee, 2024 program) | $11,700 annual cash retainer; $3,900 per committee; $4,875 Audit Chair; $4,875 Compensation Chair (paid quarterly) | Applies to non-employee directors; expenses reimbursed |
| Director equity (non-employee, 2024 program) | Option to purchase 20,000 shares at FMV on grant date; 20% vests at grant; 80% at 9 months (pro-rated for off-cycle appointments) | Structure in effect for 2024; amounts for 2025 directors not separately disclosed as of the 2025 proxy |
| Longo executive base salary (while CEO/CFO) | $15,000 per month | No employment agreement; no participation in employee benefit plans |
No specific director cash/equity payments to Longo for 2025 were itemized; the proxy provides the standard program and the 2024 director compensation table (which did not include Longo as a non-employee director for 2024) .
Performance Compensation
| Award Type | Grant Date | Quantity | Exercise/Strike | Expiration | Vesting/Notes |
|---|---|---|---|---|---|
| Stock Options (CEO period) | 11/15/2024 | 11,450 | $0.76 | 11/15/2034 | Granted during executive tenure; outstanding and exercisable at 12/31/2024 (table does not reflect 1-for-10 reverse split on 6/6/2025) |
| Stock Options (CEO period) | 12/16/2024 | 10,870 | $0.73 | 12/16/2034 | Outstanding and exercisable at 12/31/2024; pre-reverse split share presentation |
| Stock Options (timing disclosure) | 12/15/2024 | 10,869.57 | $1.38 | — | Grant date fair value $15,000; price change around MNPI window +3.125% |
| Monthly option program (CEO period) | Ongoing during service | Formula-based: shares equal to $15,000 divided by mid-month trading price | — | — | Disclosed as monthly option issuance while serving as an officer |
| Stock Awards (unvested at 12/31/2024) | 11/15/2024 | 9,160 units; market value $4,855 | — | — | Unvested at FY-end; pre-reverse split presentation |
| Stock Awards (unvested at 12/31/2024) | 12/16/2024 | 8,696 units; market value $6,087 | — | — | Unvested at FY-end; pre-reverse split presentation |
Structure signals: While CEO, Longo’s incentives were heavily option-based via a formulaic monthly grant ($15k/month), with no annual bonus disclosed; HUSA states no formal option-timing policy but disclosed a 12/15/24 grant with modest immediate price impact as context .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Conflicts Noted |
|---|---|---|---|
| Cyient, Inc. (U.S. subsidiary of Cyient Ltd.) | Private subsidiary | Chairman | HUSA states no affiliation/conflict with HUSA |
| Public company boards (current) | — | — | None disclosed for Longo |
Expertise & Qualifications
- CPA (since 1981); bachelor’s in accountancy from Bentley University .
- Deep finance and operations experience (CFO, CIO, PAO roles at UTC business units; SVP Operations for UTC 2016–2018) .
- Board/leadership experience as Chairman of Cyient, Inc. and as HUSA CEO/CFO/Chair .
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Composition/Notes |
|---|---|---|---|
| Peter Longo (Director; Chairman) | 11,918 shares (per table) | <1% | Footnote: consists of 12,218 shares issuable upon exercise of stock options (discrepancy between table total and footnote count as disclosed) |
| Anti-hedging | — | — | Directors and officers may not hedge HUSA securities |
| Pledging | — | — | No pledging disclosed for Longo in proxy |
Governance Assessment
- Independence and role: Longo is not independent (served as CEO within three years) and serves as Board Chair—this concentration of authority can be a governance concern at micro/small caps, partially mitigated by a designated Lead Independent Director (Bailey) and fully independent key committees .
- Attendance and engagement: Board met six times in FY2024; all then-serving directors met the 75% attendance threshold, indicating baseline engagement .
- Ownership alignment: Longo’s reported ownership is de minimis (<1%), composed primarily of options; absence of disclosed pledging and anti-hedging policy help mitigate misalignment risks, but low outright ownership is a modest alignment gap .
- Pay structure signals: As CEO/CFO, pay emphasized monthly, formulaic option grants ($15k/month) rather than cash bonuses; no employment agreement or severance was disclosed for Longo—aligns pay with equity but raises potential concerns on grant discipline/timing (company discloses no formal option-timing policy but provided context for a December 2024 grant) .
- Related-party/conflicts: Major 2025 change of control concentrated ownership in Abundia Financial and Bower Family Holdings; managers include current CEO and COO (not Longo). No Longo-specific related-party transactions were disclosed .
- Controls/oversight: Board acknowledges prior material weaknesses at the company/AGIG; audit committee fully independent, with Bailey as financial expert. Auditor changes in Oct 2025 (to CBIZ) were disclosed, with no disagreements reported .
RED FLAGS
- Non-independent Chair (Longo) combined with very low direct ownership (<1%) may weigh on perceived alignment and independent oversight despite the presence of a Lead Independent Director and independent committees .
- Formulaic monthly option grants during executive tenure without a formal timing policy (company discloses timing context for a Dec 2024 grant) can draw scrutiny around equity grant governance, especially around MNPI windows .
POSITIVES
- Fully independent audit, compensation, and nominating committees; Lead Independent Director designated; anti-hedging and clawback policies in place .
- Attendance standards met; no disclosed Longo-related party transactions or legal proceedings .
Notes on Data Coverage
- Director-specific 2025 compensation as a non-employee director (cash and equity) for Longo was not itemized; the proxy provides the 2024 director program and director comp table for then-serving non-employee directors (not including Longo) .
- Section 16(a) compliance disclosures list certain late reports for other insiders; no late filing note for Longo was cited. The proxy does not enumerate Longo’s Form 4 transactions; no additional insider trade data is included in the filing .