John Gibson Jr.
About John Gibson Jr.
John W. Gibson Jr., age 66, is CEO and President of Nauticus Robotics (KITT). He joined the Board in September 2022, was named President in September 2023, and became CEO in January 2024 . He holds a BS in Geology from Auburn University and an MS in Geology from the University of Houston . Prior roles include Chairman/CEO/President at Flotek Industries (NYSE: FTK) from January 2020 to January 2023, Chairman of Energy Technology at Tudor, Pickering, Holt & Co. (May 2017–Dec 2019), and President/CEO of Tervita Corporation where he executed a $2.6B debt restructuring (2010–2015) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flotek Industries (NYSE: FTK) | Chairman, CEO & President | Jan 2020 – Jan 2023 | Led energy technology/services company through transition |
| Tudor, Pickering, Holt & Co. | Chairman, Energy Technology | May 2017 – Dec 2019 | Led team on emerging O&G technologies |
| Tervita Corporation | President & CEO | Jul 2010 – May 2015 | Executed $2.6B debt restructuring with growth/diversification |
| Paradigm Geophysical; Landmark Graphics | President & CEO (Paradigm); President (Landmark) | — | Senior leadership in geophysical/software services |
| Halliburton Energy Services Group | President | — | Led major services group |
| Chevron | Head of subsurface research | — | Technical leadership early career |
External Roles
| Organization | Role | Years |
|---|---|---|
| Orocobre Limited | Director | — |
| Bluware Inc. | Director | — |
| I-Pulse Inc. | Director | — |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 27,692 | 226,500 |
| Bonus ($) | — | 500,000 (incl. $375,000 one-time) |
| Stock Awards ($) | — | 1,181,230 |
| All Other Compensation ($) | 65,900 | 35,829 |
| Total ($) | 313,267 | 1,943,559 |
Additional cash comp detail:
- Base salary increased from $120,000 to $250,000 effective February 21, 2024 .
- 2024 short-term incentive award of $125,000 plus $375,000 special one-time bonus .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Short-term incentive (2024) | Discretionary service/performance | n/a | n/a | — | $125,000 | Cash |
| Special one-time bonus (2024) | Service/transition leadership | n/a | n/a | — | $375,000 | Cash |
| CEO Inducement RSUs | Time-based | n/a | n/a | — | 58,334 post-split RSUs granted Feb 21, 2024 | Vests ratably on 2/21/2025, 2/21/2026, 2/21/2027 |
| Converted success bonus (RSUs) | Time-based | n/a | n/a | — | $684,000 equivalent RSUs; 50% vest at grant, 50% on 1/1/2025 | As disclosed |
Program design context:
- Company did not set formal 2024 ST/LT performance goals; will re-establish programs in 2Q 2025 .
- No options or PRSUs granted to Gibson in 2024 beyond inducement and success-bonus RSUs .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | % of Class | RSUs Unvested (shares) | Market Value of Unvested RSUs | Options (Exercisable/Unexercisable) | Pledged/Hedged |
|---|---|---|---|---|---|---|
| Apr 11, 2025 | 107,132 | <1% | 58,334 | $90,418 (58,334 × $1.55) | None / None | None pledged/hedged; policy prohibits hedging/pledging |
Additional ownership context:
- Prior reported beneficial ownership as of Apr 16, 2024 was 615,305 shares; later filings show 107,132 as of Apr 11, 2025, reflecting capital structure changes and award/vesting dynamics .
- Company-wide RSU grant/forfeit activity reported; Gibson’s outstanding RSUs captured above .
Stock ownership guidelines and compliance: Not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Roles & Start | Director since Sep 2022; President since Sep 2023; CEO since Jan 4, 2024 |
| Employment Agreement | Dated Feb 21, 2024 |
| Base Salary | $250,000; 100% target annual bonus |
| Equity Grants | CEO Inducement Grant: 2,100,000 RSUs pre-split (58,334 post-split) vesting over 3 years; success bonus $684,000 converted to RSUs (50% vest at grant; 50% on 1/1/2025) |
| Term & Auto-Renewal | Initial 3-year term; auto-renews for 1-year periods unless notice ≥90 days before expiration |
| Severance (Employment Agreement) | If terminated without cause or non-renewal: 12 months salary, unpaid prior-year bonus, pro-rated target bonus; change-in-control termination within 24 months triggers full vesting of CEO Inducement Grant; otherwise pro-rated portion plus up to 700,000 RSUs or balance, whichever is lesser |
| Executive Severance Plan (Board) | Adopted Mar 23, 2023; CEO receives 18 months salary + COBRA on termination not for cause/good reason; upon termination after change of control, pro-rata bonus at target and equity vesting accelerates (performance awards at target). As of 2025, only applicable to Mr. Gibson |
| Clawback | Dodd-Frank restatement recoupment policy adopted Nov 7, 2023; 2024 quarterly restatements did not require recovery (unaffected metrics) |
| Hedging/Pledging | Prohibited for directors/officers/employees; none pledged/hedged |
| Tax Gross-ups | None on severance or executive payments |
Board Governance
- Board service and committees: Director since 2022; previously Audit Chair (Sep 2022–Sep 2023) and member of Nominating & Corporate Governance Committee (Sep 2022–Sep 2023) .
- Current board leadership and independence: Board Chair and Audit Chair are William H. Flores; Compensation Committee chaired by Dr. Sharkawy; Nominating & Corporate Governance chaired by Dr. Bellingham; committee members designated independent under Nasdaq/SEC rules .
- Director pay: Mr. Gibson is not compensated for serving on the Board; standard director cash retainers and annual RSUs apply to non-employee directors only .
Director Compensation (Context for dual-role)
| Component | Annual Amount |
|---|---|
| Board retainer (non-employee directors) | $50,000 cash |
| Chair retainer | $25,000 cash |
| Audit Chair | $15,000 cash |
| Compensation/Nominating Chair | $10,000 cash |
| Committee membership | $5,000 per committee |
| Annual RSUs (non-employee) | $150,000 ($175,000 Chair), 20-day VWAP; 1-year vest or next AGM |
| Mr. Gibson board pay | $0 (no director compensation) |
Dual-role implications:
- CEO-director (inside director) with no board compensation; independent oversight sits with non-employee chairs and committees, mitigating independence concerns .
Compensation Structure Analysis
- Shift to equity-based retention: Large time-based RSU inducement plus conversion of success bonus to RSUs increases equity mix and retention focus; lack of 2024 performance metric targets indicates transitional pay design, with formal programs slated for reintroduction in 2Q 2025 .
- Share usage rationale: Company seeks expanded share reserve to attract/retain talent given low share price, preserving cash while incentivizing execution .
- Shareholder-friendly features: No tax gross-ups; robust clawback policy; hedging/pledging prohibited .
Risk Indicators & Red Flags
- Change-of-control economics: Employment agreement provides full vesting of inducement RSUs upon termination within 24 months of change/potential change of control; severance plan accelerates equity and pays pro-rata bonus at target after change of control—double-trigger elements reduce windfall risk but elevate termination cost .
- Financial restatement: 2024 quarterly restatements noted; clawback not triggered due to unaffected compensation metrics .
- Pledging/hedging: Prohibited; none reported—reduces alignment risks .
Equity Plan and Outstanding Awards (Company context)
| Plan Metric | 2025 Status |
|---|---|
| Shares outstanding basis for ownership table (Apr 11, 2025) | 35,153,188 (plus conversions/warrants assumptions to 61,314,789) |
| Incentive Plan amendment ask | Increase reserve from 987,301 to 2,750,000 shares |
| RSU activity FY 2024 | Granted 439,765; non-vested 317,064 at YE; weighted avg grant-date FV $8.57 |
Investment Implications
- Retention/overhang: Gibson’s multi-year RSU schedule (three tranches through 2027) and severance/change-of-control protections reduce near-term attrition risk but add dilution/overhang; accelerated vesting features could bring supply if termination/change occurs .
- Alignment: Equity-heavy design, clawback, and anti-hedging/pledging policies align incentives with shareholders; absence of tax gross-ups is governance-positive .
- Program normalization: Re-establishing performance-based incentives in 2Q 2025 should improve pay-for-performance line-of-sight; monitor the chosen metrics (revenue, EBITDA, TSR) and hurdles to assess payout risk versus strategic progress .
- Board oversight: Independent committee leadership and zero board pay for the CEO mitigate dual-role concerns; prior Audit Chair experience suggests technical governance familiarity .
Note: Stock performance metrics during Gibson’s tenure, ownership guidelines, and committee attendance rates were not disclosed in the cited filings and are therefore omitted.