Jody Crook
PEDEVCOAbout Jody Crook
Jody D. Crook is Chief Commercial Officer of PEDEVCO (appointed December 7, 2024, effective January 1, 2025). He has 25+ years in oil & gas, with prior leadership roles at Jones Energy, co-founding Tenet Advisory Group (consulting) and Bronze Four Resources, plus early career rotations at Enron. Crook holds a BBA in Finance & PLM (University of Oklahoma) and an MBA (University of Texas at Austin) . Company performance context during his tenure shows net income improvement in 2024 and ongoing EBITDA disclosures, aligning executive incentives with long-term equity value .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ thousands) | $2,844 | $1,699 | $17,789 |
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| EBITDA ($ thousands) | $5,970 | $3,623 |
| EBITDA (9M, $ thousands) | $17,151 | $8,876 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jones Energy, Ltd. | Land Manager; SVP Land; SVP Arkoma Region; SVP Acquisitions & Exploration | 2004–2014 | Led land, regional operations, and A&E, public E&P in Austin, TX |
| Bronze Four Resources, LLC | Co‑founder & Principal | 2017–2018 | Contract operating company focusing on drilling, completions, production in Anadarko basins |
| Tenet Advisory Group LLC | Co‑founder & Principal | 2015–present (limited consulting alongside PED role) | Provides engineering, land, regulatory, and business development services |
| Enron Corp | Analyst & Associates Program (Risk Mgmt and Global LNG rotations) | 2000–2001 | Early career risk and LNG experience |
| PEDEVCO | Senior Advisor, Land & Business Development (employee/consultant) | Apr 2020–Dec 2024 | Supported land and commercial development prior to CCO appointment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tenet Advisory Group LLC | Principal (limited consulting) | 2015–present | Continued service permitted; minimal time commitment; no conflict with PED duties |
Fixed Compensation
| Component | Amount/Term | Effective Date | Notes |
|---|---|---|---|
| Base salary | $280,000 per year | Jan 1, 2025 | Per Offer Letter (Dec 8, 2024) |
| Guaranteed cash bonus | $100,000 | Jan 2025 | Approved as 2024 bonus contingent on accepting Offer Letter |
| Target annual bonus | Up to 40% of salary (Offer Letter) | Jan 1, 2025 | Discretionary; subject to Board approval |
| Target annual bonus (updated) | 50% of base salary | Oct 31, 2025 | Under Employment Agreement; not reducible |
| Paid time off | 4 weeks | Oct 31, 2025 | Employment Agreement |
Performance Compensation
| Incentive Type | Metric | Target/Strike | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus | Company-set performance objectives (unspecified) | 50% of base salary (target) | Determined by degree of achievement; must be employed through fiscal year-end | Annual; eligibility contingent on employment through year-end |
| Restricted Stock (time-based) | n/a | 300,000 shares granted | n/a | 1/3 on 1st, 2nd, 3rd anniversaries of Oct 29, 2025 grant, subject to continued service |
| Equity eligibility (general) | n/a | Eligible for options, RSUs, restricted stock | n/a | Terms to be agreed in writing |
No PSUs, option awards, or specific performance metric weightings for Crook were disclosed. Bonus framework ties payout to unspecified objectives set reasonably and in good faith by the Company .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 364,118 shares (less than 1% of outstanding) |
| Vested vs unvested | 23,333 vested; 340,785 unvested with scheduled vesting dates below |
| Options (exercisable/unexercisable) | None disclosed for Crook |
| Pledging | Company allows pledging; no specific Crook pledging disclosed |
| Anti‑hedging policy | Prohibits short sales and certain option trading; trading only in windows or via 10b5‑1 plans with pre‑clearance for insiders |
| Ownership guidelines | None; no formal multiple of salary requirement |
| Direct investment alignment | Participated in October 2025 PIPE ($25,003) |
Detailed Vesting Schedule (Crook)
| Vest Date | Shares |
|---|---|
| Nov 23, 2025 | 98,039 |
| Jan 26, 2026 | 23,333 |
| Nov 23, 2026 | 98,039 |
| Jan 26, 2027 | 23,334 |
| Nov 23, 2027 | 98,040 |
Rule 10b5‑1 Trading Plan (Selling Pressure Indicator)
| Adoption Date | Shares Covered | Termination | Notes |
|---|---|---|---|
| May 20, 2025 | 316,667 shares to be sold in connection with award vesting | May 19, 2027 | Entered during open trading window; part of structured sales with other executives |
Employment Terms
| Term | Details |
|---|---|
| Role | Chief Commercial Officer; reports to CEO |
| Employment Agreement | Dated October 31, 2025; replaces prior agreements |
| Employment period | At‑will until termination per Section 7 |
| Base salary | $280,000 per year; not reducible |
| Target bonus | 50% of salary; not reducible |
| Severance (without cause, Disability, Good Reason, or death) | Lump sum equal to 1x base salary + 1x target bonus; equity awards accelerate (performance awards vest at greater of target or actual achievement through termination), options exercisable for 12 months; COBRA premium reimbursement up to 12 months (if elected) |
| 280G treatment | No gross‑up for Crook; “best results” alternative; gross‑up arrangements apply only to other executives through Dec 31, 2026 |
| Equity plan CoC mechanics | Awards may be assumed/substituted; otherwise terminate if not exercised prior to event unless award agreement provides otherwise (2021 Plan) |
| Confidentiality/conflicts | Offer Letter includes customary confidentiality and conflict provisions |
| Support Agreement (transfer limits) | Crook agreed not to transfer/pledge equity prior to Automatic Conversion, except limited permitted transfers, to facilitate merger closing |
| Clawback | SEC/NYSE‑compliant policy adopted Nov 8, 2023; mandatory recovery of erroneously awarded incentive comp from Covered Officers for 3‑year lookback upon restatement |
Performance & Track Record
- Co‑led commercial and land development efforts for PED since April 2020 as Senior Advisor before appointment as CCO; extensive land, A&E, and regional leadership at Jones Energy; co‑founded consulting and contract operations firms .
- Company contextual performance: net income improved to $17.8mm in FY2024; Q3 2025 EBITDA below Q3 2024; management emphasizes long‑term equity alignment via stock awards and outlines EBITDA/Adjusted EBITDA reconciliations for investor analysis .
Investment Implications
- Alignment: Time‑based RSU grants (300k shares in Oct 2025) and sizable unvested balances with multi‑year vesting create retention hooks; Crook also invested $25,003 in the October 2025 PIPE, signaling alignment with capital structure changes .
- Selling pressure: A 10b5‑1 plan covering 316,667 shares through May 2027 indicates structured sales around vesting, which may add periodic supply; monitor vest dates (Nov 23 annually; Jan 26 annually) and plan execution cadence .
- Severance and CoC: Crook’s severance is modest at 1x salary+target bonus with full equity acceleration, no 280G gross‑up—a relatively shareholder‑friendly construct versus CEO peers; acceleration terms raise dilution/timing considerations in change‑of‑control or involuntary separation scenarios .
- Governance risk: Company permits pledging (no prohibition), which is a red flag for alignment; however, insider trading/anti‑hedging and clawback policies mitigate misconduct risk. Absence of ownership guidelines reduces formal “skin‑in‑the‑game” requirements—track beneficial ownership changes and any pledging disclosures .
- Performance linkage: Bonus metrics are not disclosed (discretionary framework), limiting pay‑for‑performance transparency. Equity is primarily time‑based for Crook; consider advocating for clearer performance metrics (e.g., EBITDA, production, TSR) to strengthen incentive efficacy .