John Howie
PEDEVCOAbout John Howie
John K. Howie (age 66) is an independent director of PEDEVCO (PED) since July 2025, with over 40 years of oil and gas engineering, management, and finance experience and a B.S. in Chemical Engineering; he is a Registered Professional Engineer in Texas . He currently serves as CEO of Red Wolfpack Holdings (since August 2024) and previously held senior roles at Tellurian Production Company, Goldman Sachs (Head of E&P Capital), EnCap Investments, and various E&P companies including Range Resources, Apache, and Amoco . As of his appointment, he beneficially owned 20,000 fully vested PED shares and received a 150,000-share restricted stock grant vesting July 7, 2026 for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tellurian Production Company (Tellurian Inc. subsidiary) | President | May 2017 – July 2024 | Led upstream operations during company’s strategic changes prior to Tellurian’s acquisition by Woodside (Oct 2024) |
| Red Wolfpack Holdings (private) | Founder & CEO | Aug 2024 – Present | Pursues natural gas development opportunities; current external leadership |
| Impact Natural Resources | Founder & Manager | Jan 2016 – 2017 | Managed assets in Texas Gulf Coast and West Texas |
| Parallel Resource Partners | Co-founder, Principal & Managing Director | Feb 2010 – Dec 2023 | Energy-focused investment; long tenure in private equity |
| Goldman Sachs | Head of E&P Capital | Jul 2003 – Jun 2009 | Led upstream capital at major investment bank |
| EnCap Investments | Vice President | Jul 1999 – Jul 2003 | Private equity investing in energy |
| Range Resources, Apache, Amoco | Engineering & management roles | 1982 – 1999 | Early technical and managerial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Red Wolfpack Holdings (private) | CEO | Aug 2024 – Present | Private Houston-based gas development firm |
| Current public company boards | — | — | None; board determined no directors/nominees currently serve as directors of other SEC-reporting issuers |
Board Governance
- Independence: The board determined Howie is independent under NYSE American and SEC rules; over 50% of PED’s board and all board committees are independent .
- Committee assignments: Member of Audit, Compensation, and Nominating & Corporate Governance Committees (not a chair) .
- Committee activity levels: Audit Committee held four meetings in 2025 YTD; Compensation (three) and Nominating (two) in 2024 .
- Attendance norms: Company expects directors to attend annual meetings; all directors attended all board/committee meetings in FY2024 (Howie joined in 2025) .
- Executive sessions: Independent directors meet in executive session from time to time .
- Controlled company: PED is a “controlled company” under NYSE American because Dr. Kukes controls a majority of voting power, though PED opts to maintain independent committee structure and ≥50% independent board .
| Committee | Role | Chair | Meetings (latest disclosed) |
|---|---|---|---|
| Audit | Member | John J. Scelfo | 4 (2025) |
| Compensation | Member | John J. Scelfo | 3 (2024) |
| Nominating & Corporate Governance | Member | H. Douglas Evans | 2 (2024) |
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Cash retainer | Not disclosed; no formal director cash program; 2024 non-exec directors had $0 cash fees | |
| Committee membership fees | Not disclosed; board may authorize from time to time | |
| Committee chair fees | Not disclosed; board may authorize from time to time | |
| Meeting fees | Not disclosed; no formal program |
Performance Compensation
| Award Type | Grant Date | # Shares/Units | Vesting Terms | Fair Value |
|---|---|---|---|---|
| Restricted stock (director grant) | Jul 7, 2025 | 150,000 | Vests 100% on Jul 7, 2026, subject to continued board service | Not disclosed |
| Performance Metrics Tied to Director Compensation | Disclosed? |
|---|---|
| Equity award performance conditions (director) | None; time-based vesting only |
| Bonus metrics | Not applicable to directors; executive bonuses were discretionary without specific objective metrics |
Change-in-control and clawbacks (plan/policy context):
- 2021 Equity Plan: In major corporate events, awards may be assumed/substituted by acquirer or terminate if not exercised; acceleration depends on individual award agreements .
- Clawback policy: Adopted Nov 8, 2023 (effective Oct 2, 2023) to comply with SEC/NYSE rules; company restated prior financials in 2025 but determined no compensation recovery was required .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None for Howie; board states no directors/nominees also serve on other SEC-reporting company boards |
| Compensation committee interlocks | None; members (Scelfo, Howie, Evans) are independent; no interlocks or insider participation |
Expertise & Qualifications
- 40+ years in energy across engineering, upstream operations, investing, and capital markets; Head of E&P Capital at Goldman Sachs, VP at EnCap, President of Tellurian Production .
- B.S. Chemical Engineering; Registered Professional Engineer in Texas; deep technical grounding combined with finance and operations leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John K. Howie | 20,000 (fully vested) | ≈0.022% (20,000 / 91,829,352) | Appointed as director Jul 7, 2025; beneficial ownership table lists 20,000 shares |
| Unvested restricted stock (director grant) | 150,000 | — | Granted Jul 7, 2025; vests Jul 7, 2026; unvested |
Policies impacting alignment:
- No stock ownership guidelines; company notes all NEOs/directors are beneficial owners but has no formal requirement .
- Pledging allowed (subject to Code of Ethics and Insider Trading Policy); no specific pledges disclosed for Howie .
Governance Assessment
- Strengths: Independent director serving on all three key committees increases oversight breadth; board and committees meet regularly; no related-party transactions involving directors/officers since Jan 1, 2023; compensation committee interlocks absent; independent sessions in place .
- Context: Audit firm change in July 2025 following depletion accounting restatement suggests active audit oversight; Howie’s audit committee role is relevant to this transition and ongoing financial integrity .
- Alignment: Director compensation predominantly equity-based with time-based vesting; no cash retainer disclosed; annual non-executive director equity grant practice fosters equity alignment (Howie’s 150,000-share grant) .
- RED FLAGS: Controlled company status (majority voting power held by one insider) can weaken minority shareholder protections even with independent committees .
- RED FLAGS: No formal stock ownership guidelines and explicit allowance of stock pledging increase misalignment/financing risk potential (no Howie-specific pledges disclosed) .
- RED FLAGS: No formal related-party transaction review procedures adopted (review is by independent directors/Audit Committee ad hoc), which may reduce predictability of conflict oversight processes .
Overall, Howie’s multi-decade technical and financial background and independence, combined with service across Audit/Comp/NCG, are positives for board effectiveness; however, PED’s controlled-company structure, absence of ownership guidelines, and permissive pledging policy present governance risks to monitor for investor confidence .