Kristel Franklin
PEDEVCOAbout Kristel Franklin
Kristel Franklin (age 41) was appointed as an independent director of PEDEVCO (PED) effective October 31, 2025. She brings 20+ years of upstream and midstream oil and gas experience, currently serving as COO of PureWest Energy since January 2023; prior roles include leading Moontower Resources to an exit for Oaktree, senior roles at Three Rivers Operating Company III and Jones Energy, and Senior Drilling Engineer at ExxonMobil .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PureWest Energy | Chief Operating Officer | Jan 2023–present | Operational leadership at Wyoming-focused natural gas producer |
| Moontower Resources, LLC | Leader (E&P) | Jun 2018–Dec 2022 | Led Permian-focused E&P to successful exit for Oaktree Capital |
| Three-Rivers Operating Company III | Various roles (increasing responsibility) | Mar 2016–May 2018 | Acquisition/exploitation focus |
| Jones Energy | Senior Vice President | Apr 2007–Feb 2016 | Land/Arkoma/Acquisitions & Exploration leadership |
| Exxon Mobil Corporation | Senior Drilling Engineer | Jul 2003–Apr 2007 | Drilling engineering |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private midstream oil & gas company (name not disclosed) | Board member | Current | Governance exposure in midstream |
Board Governance
| Item | Details | Source |
|---|---|---|
| Appointment date | Oct 31, 2025 | |
| Independence status | Board determined independent under NYSE American Section 803(A) and Rule 10A-3(b)(1) | |
| Committees | Compensation Committee (member); Audit Committee (member) | |
| Committee chairs | Compensation Committee chaired by Josh Schmidt; Audit and Governance Committees chaired by Martyn Willsher (audit committee financial expert) | |
| Indemnification | Company entered into standard Indemnification Agreement with Franklin | |
| Attendance/engagement | Directors are expected to attend annual meetings; Franklin appointed after FY2024—no specific attendance disclosed yet | |
| Governance overlay | Shareholder Agreement requires a Juniper Director to chair Compensation and Governance Committees and serve on all committees other than Audit, influencing board processes | |
| Quorum provision | If a non-independent Juniper Director serves, at least one such Juniper Director must be present to constitute a quorum—heightened influence |
Fixed Compensation
- Director-level compensation specific to Franklin has not been disclosed in filings associated with her October 2025 appointment; the Company stated she is not party to any material plan, contract or arrangement in connection with appointment .
- PED historically lacks a formal director compensation program; the board may authorize discretionary compensation, generally granting yearly equity awards in August to non-executive directors (e.g., 2024 grants: Scelfo 125,000 shares; Evans 85,000 shares) .
Performance Compensation
- No performance-linked director compensation metrics or bonus structures are disclosed for non-employee directors; PED’s director compensation is discretionary and equity-centric without stated performance metrics .
- Company has a clawback policy aligning with SEC Rule 10D-1, focused on executive officer incentive compensation upon restatements; it does not specify application to non-employee directors .
Other Directorships & Interlocks
| Category | Details | Source |
|---|---|---|
| Current public company boards | None disclosed for Franklin | |
| Private company boards | Board member, private midstream oil & gas company | |
| Committee roles at other companies | Not disclosed | |
| Potential interlocks/conflicts | Company disclosed no related party transactions involving Franklin; Juniper-associated director (Schmidt) has an indirect material interest in the merger agreements |
Expertise & Qualifications
- Integrated upstream and midstream operations; domestic onshore projects; drilling engineering; operations leadership; acquisition/exploitation; COO-level operational execution .
- Audit committee service at PED indicates comfort with financial oversight; however, Willsher—not Franklin—is designated the audit committee financial expert .
Equity Ownership
| Item | As of | Amount | Notes |
|---|---|---|---|
| Common stock beneficially owned | Form 3 filed Nov 10, 2025; event Oct 31, 2025 | 0 shares (Direct) | Initial statement of beneficial ownership; no derivative securities listed |
| Options/derivatives | Nov 10, 2025 | None disclosed | Table II empty in Form 3 |
| Pledged shares | Policy permits pledging; no pledge disclosed for Franklin | Company policy allows pledging; no director-specific pledge disclosed |
Insider Filings
| Filing Type | Filing Date | Event Date | Key Details |
|---|---|---|---|
| Form 3 (Initial Statement) | Nov 10, 2025 | Oct 31, 2025 | Relationship: Director; Common Stock owned: 0; Signature by attorney-in-fact |
Governance Assessment
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Strengths:
- Independent director with deep operational expertise across upstream and midstream; relevant audit and compensation committee service .
- Formal independence determination upon appointment per NYSE American and Rule 10A-3 .
- Standard indemnification agreement in place, consistent with peers .
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Watch items and RED FLAGS:
- Juniper control provisions designate Juniper Director chairs for Compensation and Governance Committees and committee representation across the board (except Audit), potentially concentrating influence over compensation and governance agendas .
- Quorum rule requiring presence of a non-independent Juniper Director to conduct board business if such a director serves—unusual structural leverage .
- PED is (pre-transaction) a “controlled company,” exempt from certain independence requirements; although the Company opts to comply with smaller reporting company standards, control dynamics merit scrutiny as ownership shifts post-conversion .
- No formal director compensation program; discretionary equity grants and permissive pledging policy may reduce alignment clarity and introduce potential risk if pledging becomes material .
- No director-level stock ownership guidelines; company-wide policy states no equity ownership requirements, weakening “skin-in-the-game” signals for directors .
- No related-party transactions reported for Franklin, but Juniper-affiliated director (Schmidt) has an indirect material interest in the merger/agreements, increasing overall conflict monitoring needs .
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Engagement/attendance:
- Directors are expected to attend annual meetings; Franklin’s attendance record not yet available given recent appointment .
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Capital structure context (signal for alignment expectations):
- Following the transaction, PED expected ~266 million shares outstanding with Juniper ownership influence—board and committee composition rights increase the importance of independent director effectiveness .
Overall, Franklin adds credible operating and drilling expertise to the board and key oversight committees, which is positive for investor confidence. Governance risks primarily stem from structural rights granted to Juniper (committee chair control, quorum leverage), the absence of director ownership guidelines, and the discretionary nature of director compensation—areas where vigilant monitoring of committee processes and disclosures will be essential .