J. Douglas Schick
PEDEVCOAbout J. Douglas Schick
J. Douglas Schick, age 50, is PEDEVCO’s Chief Executive Officer, President, and a director (effective January 1, 2025). He joined PED as President on August 1, 2018, holds a BBA in Finance (New Mexico State University) and an MBA in Finance (Tulane University), and has 25+ years of energy-industry experience across finance, planning, M&A, and operations . During 2024, PED’s revenue rose 28% to $39.6M and EBITDA nearly doubled to $21.0M; net income increased to $17.8M aided by a $12.8M tax benefit, while cumulative TSR (per $100 initial investment) was $73.40 in 2024 vs $103.77 in 2022 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PEDEVCO Corp. | President; later CEO & Director | President since Aug 1, 2018; CEO/Director effective Jan 1, 2025 | Led growth and capital initiatives; elevated to CEO and Board amid leadership transition . |
| American Resources, Inc. (private) | Co-founder; CFO/VP BD (2013–2017); CEO (2017–present) | 2013–present | O&G investment and operations leadership; current role expected to require minimal time and not conflict with PED duties . |
| J. Douglas Enterprises | Founder/Principal | 2011–2013 | Energy-focused business development and financial consulting . |
| Highland Oil & Gas | VP Finance | 2011 | Pre-sale leadership in finance . |
| Mariner Energy (merged into Apache) | Manager/Director of Planning | 2006–2010 | Planning leadership through corporate merger cycle . |
| The Houston Exploration Co.; ConocoPhillips; Shell Oil Co. | Finance/Planning/M&A/Treasury/Accounting roles | 1998–2006 | Broad finance and upstream experience across majors/independents . |
External Roles
| Entity | Role | Years | Notes |
|---|---|---|---|
| American Resources, Inc. (private) | CEO | 2017–present | Minimal time commitment; no related party arrangements disclosed . |
| Public company boards | – | – | No current other public company directorships disclosed . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (effective Jan 1, 2025 unless noted) |
|---|---|---|---|
| Base Salary ($) | 290,000 | 303,297 (monthly increased to $25,375 on Feb 1, 2024) | 350,000 (Amendment No. 2 to Offer Letter) |
| Target Bonus (%) | Up to 40% of salary (discretionary) | Up to 40% of salary (discretionary) | Up to 40% of salary (discretionary) |
| Actual Bonus ($) | 102,000 (paid Jan 2024 for 2023 performance) | 130,000 (approved Jan 23, 2025 for 2024 performance) | – |
| 401(k) Company Match | Up to 6% (within plan/IRS limits) | Up to 6% (within plan/IRS limits) | Up to 6% (within plan/IRS limits) |
Notes: Annual bonuses are discretionary, paid each January for the prior year . No separate director pay is provided to executives serving on the board .
Performance Compensation
- Cash annual bonus: Discretionary; no disclosed formulaic performance metrics (no defined weighting/targets) .
Equity awards to Schick:
| Award Type | Grant Date | Shares | Grant-date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RS (restricted stock) | Jan 26, 2024 | 525,000 | 350,438 | 33.3% on Jan 26, 2025; 33.3% on Jan 26, 2026; 33.4% on Jan 26, 2027 | Three-year ratable vest; service-based. |
| RS | Jan 23, 2023 | 350,000 | 381,500 | 1/3 each year on 1st, 2nd, 3rd anniversary of grant (2024, 2025, 2026) | Service-based. |
| Stock Options | – | – | – | – | No option awards disclosed for Schick in 2023–2024; options were granted to certain non-executive employees . |
Vesting schedule forward (potential selling-pressure cadence):
| Vest Date | Shares vesting | Source |
|---|---|---|
| Nov 23, 2025 | 166,666 | Footnote detail on unvested holdings . |
| Jan 23, 2026 | 116,667 | Footnote detail . |
| Jan 26, 2026 | 175,000 | 2024 RS tranche . |
| Nov 23, 2026 | 166,667 | Footnote detail . |
| Jan 26, 2027 | 175,000 | 2024 RS tranche . |
| Nov 23, 2027 | 166,667 | Footnote detail . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,577,133 shares (1.7% of outstanding as of record date) . |
| Vested vs. unvested | 610,466 vested; 966,667 unvested (with voter control retained on unvested) . |
| Options (exercisable/unexercisable) | None disclosed for Schick . |
| Shares outstanding (record date) | 91,829,352 (June 30, 2025) . |
| Pledging policy | Company has no policy prohibiting pledging by officers/directors (potential red flag) . |
| Hedging policy | Anti-hedging provisions; short sales/options trading prohibited; 10b5-1 plans encouraged and pre-clearance required for insiders . |
| Ownership guidelines | None (no required multiple of salary) . |
Employment Terms
| Term | Schick Offer Letter (as amended) |
|---|---|
| Employment start at PED | August 1, 2018 (as President) . |
| CEO effective date | January 1, 2025 . |
| Term/At-will | At-will; either party may terminate with 30 days’ notice . |
| Target bonus | Up to 40% of then-current salary (discretionary) . |
| Severance (without cause) | 12 months of then-current base salary; 12 months’ acceleration of vesting on outstanding PED equity . |
| Non-compete | 1 year post-termination; scope tied to PED’s geographic activities . |
| Non-solicit | 1 year post-termination . |
| Clawback | Company adopted a Dodd-Frank-compliant clawback policy effective Oct 2, 2023; restatement (DD&A) did not trigger recoupment because it increased net income and comp wasn’t tied to impacted metrics . |
| Change-of-control terms | No specific CoC multiple disclosed for Schick; award treatment governed by plan (assumption/substitution or termination absent assumption) . |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since Jan 2025 . |
| Committees | Not expected to serve on committees (independent directors chair all committees) . |
| Committee structure | Audit (Chair: Scelfo), Compensation (Chair: Scelfo), Nominating & Gov (Chair: Evans); all independent . |
| Independence | Schick is management (non-independent); company is a “controlled company” (majority voting power held by Dr. Kukes) . |
| Board leadership | Executive Chairman (Dr. Simon G. Kukes) and a separate CEO (Schick) . |
| Attendance | All directors attended all board and committee meetings in FY2024 . |
| Executive sessions | Independent directors hold executive sessions periodically . |
Director Compensation
- Executives do not receive separate compensation for board service; non-employee directors generally receive equity grants; there is no formal cash retainer program as of Sept 27, 2018 . Schick receives no additional board compensation beyond his executive pay .
Performance & Track Record (Company context)
| Metric (USD) | FY 2022 | FY 2023 (restated) | FY 2024 |
|---|---|---|---|
| Revenues | $30,034,000 | $30,784,000 | $39,553,000 |
| EBITDA | N/A | $11,139,000 | $20,958,000 |
| Net Income | $4,095,000 (restated) | $1,699,000 (restated) | $17,789,000 |
| TSR value of $100 initial investment | $103.77 | $72.65 | $73.40 |
Additional context:
- 2024 revenue up $8.8M (28%) on higher volumes; EBITDA rose to $21.0M; 2024 net income benefited from a $12.8M deferred tax valuation allowance release .
- Company disclosed a restatement of depletion-related accounting that increased prior-period net income; no clawback triggered .
- Company highlighted “clean balance sheet, cash on hand, zero debt, and a $250M reserve-based lending facility” in a December 2024 press release during the CEO transition .
Compensation Structure Analysis (signals)
- Mix: Equity-heavy with multi-year RSU vesting schedules; no formulaic non-equity incentive plan disclosed; bonuses are discretionary with no specified performance metric weightings (lower pay-for-performance transparency) .
- Shift/Trends: RSU grants increased in 2024 (525k shares), vesting over three years; salary stepped up to $350k upon CEO promotion (from $25,375/month to $29,166.67/month) .
- Governance overlays: Clawback policy in place; no equity ownership guidelines; pledging permitted (potential alignment risk) .
Related Party Transactions and Risk Indicators
- Related party transactions: None exceeding thresholds disclosed since Jan 1, 2023; future material transactions subject to independent review though no formal written policy adopted .
- Legal/regulatory: No adverse legal proceedings for directors/executives in past 10 years disclosed .
- Red flags: Controlled company status; pledging permitted; discretionary bonuses; no ownership guidelines; restatement occurred (DD&A), albeit increasing prior profit and not triggering clawback .
Compensation Committee and Say-on-Pay
- Compensation Committee: Independent (Chair: John J. Scelfo); reviews officer comp, grants equity, considers say-on-pay results; no interlocks disclosed .
- Say-on-Pay cadence: Every three years; next vote in 2026 .
Investment Implications
- Near-term selling pressure windows: Multiple sizable RSU tranches vest for Schick on Nov 23 of 2025–2027 and Jan 23/26 of 2026–2027; monitor Form 4s/Rule 10b5-1 plans around these dates for flow impact .
- Alignment/retention: High unvested equity (966,667 shares) and severance of 12 months’ salary plus 12-month vesting acceleration create retention and downside protection; lack of ownership guidelines and permitted pledging present alignment trade-offs .
- Pay-for-performance: Bonuses are discretionary (no disclosed metrics), reducing transparency; equity vests on service not performance; clawback exists but was not used due to restatement characteristics .
- Governance risk: Controlled company structure and executive chair/CEO split may limit minority holder influence but preserves role clarity; Schick not on committees, with independent chairs for all committees .
- Performance backdrop: 2024 operational growth and EBITDA improvement are positives; however, TSR over 2022–2024 declined; watch execution on DJ/Permian programs and utilization of the $250M RBL to drive accretive growth under new CEO leadership .