Robert Bailey
About Robert Bailey
Robert Bailey, 61, has served as an independent director of Houston American Energy Corp. since November 2024; he is the Board’s Lead Independent Director and Audit Committee Chair, and a member of the Compensation Committee . He brings 35+ years in corporate finance and accounting, retiring in 2020 from Raytheon Technologies (formerly United Technologies), where he was VP Controller (2016–2020) and previously CFO/Principal Accounting Officer for several UTC business units; he holds a B.S. in Accountancy from the University of Massachusetts–Amherst and is a CPA . The Board has designated him an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Technologies (UTC); Raytheon Technologies (RTX) | VP Controller (UTC); CFO/Principal Accounting Officer at multiple UTC business units | 1992–2020; retired 2020 | Led financial reporting and controls; senior accounting leadership |
| Various companies (consulting) | Financial consultant | 2020–present | Provides finance consulting; independent advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | Not disclosed | — | No other public company boards disclosed in Bailey’s biography |
| RTX affiliation | None | — | RTX “is not affiliated with the Company,” per biography |
Board Governance
- Independence: The Board determined Bailey is independent under NYSE American and SEC rules .
- Roles: Lead Independent Director; Audit Committee Chair; Compensation Committee member .
- Committees: Audit (Bailey/Crawford/Henninger – all independent), Compensation (Henninger/Bailey – independent), Governance & Nominating (Crawford/Henninger – independent) .
- Attendance: In FY2024 the Board held six meetings; all members attended at least 75% of meetings; Audit Committee met five times; Compensation Committee met once; Nominating Committee did not meet .
- Shareholder engagement: As Lead Independent Director, Bailey monitors stockholder communications and escalates substantive governance/strategy matters to the Board .
- Audit oversight: As Chair, Bailey signed the Audit Committee report recommending inclusion of FY2024 audited financials in the Form 10-K and oversaw auditor independence and scope .
- Anti-hedging: Directors and executive officers are prohibited from hedging transactions (puts, calls, short sales) under the Insider Trading Policy .
- Family relationships: None disclosed among directors/officers .
- Legal proceedings: No disqualifying legal or regulatory proceedings disclosed for current directors/officers in the past 10 years .
Fixed Compensation
| Component (FY2024 standard) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (director) | 11,700 | Payable quarterly |
| Committee membership retainer (per committee) | 3,900 | Payable quarterly |
| Audit Committee Chair retainer | 4,875 | Payable quarterly |
| Compensation Committee Chair retainer | 4,875 | Payable quarterly |
| Robert Bailey – 2024 Director Compensation | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 2,925 | Pro-rated for November 2024 appointment |
| Stock awards | 0 | No RSUs/PSUs disclosed for directors in 2024 |
| Option awards (grant-date fair value) | 22,174 | ASC 718 fair value; see 10-K Note 6 assumptions |
| Non-equity incentive compensation | 0 | Not applicable to directors |
| All other compensation | 0 | Not disclosed |
| Total | 25,099 | Sum of components |
Note: The 2024 director compensation table presentation does not reflect the 1-for-10 reverse stock split effected June 6, 2025 .
Performance Compensation
| Equity Award Feature | Detail | Notes |
|---|---|---|
| Director option grants | Granted on initial appointment/election date; annual grants thereafter | Options granted at appointment/election and at each annual meeting |
| Grant timing for Bailey | November 11, 2024 (appointment date) | Appointment date disclosed; grant tied to appointment per standard policy |
| Grant size (Bailey outstanding as of 12/31/2024) | 15,000 options | Aggregate options outstanding as of FY2024 year-end |
| Strike price | Fair market value on grant date | Exact price not disclosed |
| Vesting | 20% at grant; 80% nine months after grant | Standard director option vest schedule |
| Expiration | Not disclosed | — |
| Performance metrics (PSUs/TSR/financial targets) | None disclosed for director equity | Director comp described as options; no PSU/metric framework disclosed |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Abundia Financial, LLC | 80.9% holder post–July 1, 2025 Share Exchange | Concentrated control; not tied to Bailey per disclosure |
| Bower Family Holdings, LLC | 9.5% holder post–July 1, 2025 Share Exchange | Concentrated control; not tied to Bailey per disclosure |
| RTX/UTC | Prior employer | RTX explicitly “not affiliated” with HUSA |
Expertise & Qualifications
- Audit committee financial expert designation; deep financial reporting and internal control oversight .
- CPA; B.S. Accountancy, University of Massachusetts–Amherst .
- 35+ years in corporate finance/accounting; VP Controller at UTC; CFO/PAO for multiple business units .
- Lead Independent Director role with responsibility for shareholder communications to the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Robert Bailey (Director) | 1,500 | ~0.004% (less than 1%) | 34,632,566 shares outstanding as of Nov 13, 2025; table marks “* less than 1%” |
| Options outstanding (as of 12/31/2024) | 15,000 | — | Pre–reverse-split count per director option table |
Note: Beneficial ownership reflects post–reverse-split share counts as of November 13, 2025; option counts presented in the 2024 table are pre–reverse-split per disclosure .
Governance Assessment
- Strengths: Independent status; Lead Independent Director role; Audit Chair with SEC “financial expert” designation; active Audit Committee oversight including auditor independence and FY2024 10-K inclusion recommendation; formal anti-hedging policy; no family relationships or disqualifying legal proceedings disclosed .
- Director compensation/alignment: Mix is modest cash plus options; Bailey’s 2024 cash fees were pro-rated ($2,925) with option grant fair value of $22,174; standard vesting (20% at grant, 80% at nine months) supports time-based alignment rather than performance-conditioned equity .
- Ownership: Personal stake is small (1,500 shares; <1%); options outstanding as of 12/31/2024 total 15,000 pre-split; no pledging disclosed; hedging is prohibited .
- Potential risk indicators: Post–July 2025 share exchange created a controlling stockholder (Abundia Financial at 80.9%), which centralizes voting power; while not a related-party tie to Bailey, it elevates the importance of independent oversight and lead director function .
- Board transitions: Multiple 2025 director resignations (Hartzell July 1; Grimes Aug 1; Schoonover Nov 11) and new appointments may indicate evolving governance dynamics; Bailey’s leadership in audit and as lead independent is a stabilizing factor .
RED FLAGS
- Concentrated control post–share exchange (80.9% Abundia Financial) could limit minority shareholder influence, increasing reliance on independent directors for governance checks .
- No performance-based equity (e.g., PSUs/TSR) disclosed for directors; options vest on time basis, not outcomes—limited pay-for-performance signaling for board comp .
No related-party transactions involving Bailey are disclosed; the proxy states no director/officer transactions requiring disclosure other than the described change-of-control transactions involving Abundia/Bower, which do not name Bailey .