Clark R. Moore
PEDEVCOAbout Clark R. Moore
Executive Vice President, General Counsel and Secretary of PEDEVCO; age 52; EVP/GC/Secretary since Pacific Energy Development’s inception (Feb 2011) and continued post-acquisition by PEDEVCO in July 2012; Moore’s employment agreement dates to June 10, 2011 (amended Jan 11, 2013 and Jan 25, 2022) . Education: J.D. with Distinction, Stanford Law School; B.A. with Honors, University of Washington . Company performance context: Net income was $17.789 million (2024), $1.699 million (2023), and $2.844 million (2022); cumulative TSR (base $100 at 12/31/2021) was $73.40 (2024), $72.65 (2023), $103.77 (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pacific Energy Development / PEDEVCO | EVP, General Counsel & Secretary; co-founder of Pacific Energy Development | 2011–present | Built and leads legal, governance and corporate secretary functions through founding and public-company transition . |
| Erin Energy (CAMAC Energy) | Acting General Counsel | 2006–2011 | Led legal for independent E&P; supported corporate and transactional matters . |
| Legal Consulting Practice | Principal | 2004–2006 | Advised private/public clients in energy and high‑tech on corporate legal matters . |
| Venture Law Group / Heller Ehrman LLP | Corporate Attorney | 2000–2004 | Corporate counsel (VLG), continued post‑merger into Heller Ehrman . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Foundation Law Group, LLP | Partner | Since Jun 1, 2018 | Concurrent external legal practice; disclosed in officer biography . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary (USD) | $280,000 | $292,833 |
| Annual Cash Bonus (paid in Jan following year) | $98,000 | $110,000 (approved Jan 23, 2025) |
| Stock Awards (grant‑date fair value) | $327,000 | $300,375 |
| 401(k) Company Match | $19,800 | $18,307 |
Performance Compensation
Annual Incentive Bonus Design
| Component | Metric | Target | Actual Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Annual discretionary bonus | No formal metrics; board discretion | 20%–40% of base salary | $110,000 for 2024 (paid Jan 2025) | Cash (N/A) | Company states bonuses are discretionary and not tied to specific individual objectives . |
Equity Awards and Vesting
| Grant Date | Type | Shares | Fair Value per Share | Total Grant‑Date Fair Value | Vesting Schedule | Next/Milestone Vest Dates |
|---|---|---|---|---|---|---|
| Jan 23, 2023 | Restricted Stock | 300,000 | $1.09 | $327,000 | One‑third annually over 3 years from grant date | 100,000 tranche vested Jan 25, 2025 ; 200,000 tranche vests 50% Jan 23, 2025 (vested) and 50% Jan 23, 2026 . |
| Jan 26, 2024 | Restricted Stock | 450,000 | $0.6675 | $300,375 | 33.3% on Jan 26, 2025; 33.3% on Jan 26, 2026; 33.4% on Jan 26, 2027 | Jan 26, 2026; Jan 26, 2027 . |
Outstanding unvested shares and year‑end valuation (as of 12/31/2024 at $0.778/share):
- 100,000 shares → $77,800 market value .
- 200,000 shares → $155,600 market value .
- 450,000 shares → $350,100 market value .
Additional vesting cadence disclosed via ownership footnote (unvested 750,000 shares): 100,000 (Jan 23, 2026); 150,000 (Jan 26, 2026); 150,000 (Jan 26, 2027); 116,666 (Nov 23, 2025); 116,667 (Nov 23, 2026); 116,667 (Nov 23, 2027); voting control retained over unvested shares .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,083,201 shares; 1.2% of common stock . |
| Ownership Breakdown | 330,334 vested shares (direct) ; 2,867 vested shares held by minor child (indirect) ; 750,000 unvested restricted shares; Moore has voting control over unvested shares . |
| Options | No options reported for Moore in outstanding awards table (stock awards only) . |
| Pledging Policy | Company permits pledging (no formal anti‑pledging policy beyond Code of Ethics/Insider Trading Policy) — potential alignment red flag . |
| Anti‑Hedging | Short sales and options trading prohibited by insider trading policy . |
| Ownership Guidelines | No stock ownership guidelines in place . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment agreement dated Jun 10, 2011; amended Jan 11, 2013 and Jan 25, 2022 . |
| Base Salary | $24,500 per month (current under agreement) . |
| Target Bonus | 20%–40% of base salary; plus potential additional cash/equity bonuses at board discretion . |
| Severance (without Cause / Good Reason / death or disability) | Lump sum equal to 12 months’ salary and target bonus; full acceleration of vesting of outstanding RSUs/options; continuation of benefits up to 36 months . |
| Change‑of‑Control Economics | Severance increases to 36 months of salary and target bonus; benefits continuation up to 48 months; full vesting acceleration (in connection with a qualifying termination) . |
| Non‑Compete / Confidentiality | No general non‑compete; agreement prohibits competitive activities that would disclose Company confidential information; standard confidentiality obligations . |
| Clawback | Mandatory clawback policy adopted Nov 8, 2023; effective Oct 2, 2023 under SEC/Nasdaq rules; restatement concluded in Mar 2025 did not trigger recoupment (incentives not tied to affected metrics; restatement increased net income) . |
| Rule 10b5‑1 Plans | Officers encouraged to trade under 10b5‑1 plans; pre‑clearance for insiders; trading limited to windows . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ thousands) | $2,844 | $1,699 | $17,789 |
| Cumulative TSR (Value of $100 invested at 12/31/2021) | $103.77 | $72.65 | $73.40 |
Pay-versus-performance disclosure states executive pay is largely equity-based and not specifically tied to net income; equity awards link executive outcomes to stock price/TSR over time .
Board Governance Notes (Company-Level)
- Controlled company under NYSE American due to majority voting power held by Dr. Kukes; nevertheless board maintains >50% independence and independent Compensation/Nominating/Audit committees .
- Say‑on‑pay advisory vote frequency is every three years; next scheduled in 2026 .
Investment Implications
- Compensation alignment: Moore’s cash comp is modest versus equity heavy grants that vest over 2025–2027, tying outcomes to stock price; bonuses are discretionary (no formal targets), reducing direct pay‑for‑specific‑metrics alignment but preserving board flexibility .
- Retention and selling pressure: Multiple sizeable vesting dates (Jan 23/26, 2025–2027; Nov 23 annually 2025–2027) create predictable supply windows and potential sale/withholding events; Moore retains voting rights on unvested shares, sustaining influence until vesting .
- Change‑of‑control economics: Enhanced severance (36 months salary+target bonus), full vesting acceleration and extended benefits under CoC with qualifying termination represent a generous double‑trigger structure; supports continuity but increases potential sale transaction costs .
- Alignment red flags: Corporate policy permits pledging of company stock; while hedging is prohibited, pledging can weaken alignment and increase forced‑sale risk if collateral calls occur .
- Clawback and restatement: Robust clawback policy in place; 2025 restatement did not prompt recoupment since incentives weren’t tied to affected metrics and restatement increased net income—reduces immediate compensation risk but underscores importance of controls .
- Performance backdrop: 2024 net income sharply improved ($17.8M) with TSR roughly flat vs 2023; Moore’s equity grants align him with longer‑term stock performance, suggesting higher realized comp only if TSR improves sustainably .
Note: Recent Form 4 trading details for insider selling pressure could not be retrieved due to an access issue; vesting schedules and policy context above indicate likely supply windows around January and November vest dates .