Martyn Willsher

About Martyn Willsher

Martyn Willsher (age 47) was appointed as an independent director of PEDEVCO (PED) effective October 31, 2025, and currently serves as CEO of Unified Petroleum LLC (since October 2025). He previously served as CEO of Amplify Energy Corp. (AMPY) from January 2021 to July 2025 and continues as a special advisor to Amplify through December 2025; he holds an MBA from the University of Texas at Austin and a BBA in Finance from Texas A&M University . The Board affirmatively determined him to be independent, and he was designated the Audit Committee financial expert .

Past Roles

External Roles

Board Governance

• Appointment and independence: Appointed Oct 31, 2025; Board determined Willsher independent under NYSE American and Rule 10A‑3; entered into PEDEVCO’s standard indemnification agreement as a director .
• Committee assignments and chair roles:
  • Audit Committee: Member and Chairman; designated “audit committee financial expert” .
  • Nominating & Corporate Governance Committee: Member and Chairman .
  • Compensation Committee: Not a member (committee chaired by Josh Schmidt; member Kristel Franklin) .

Governance context:

• Independent director executive sessions occur from time to time (practice disclosed) .
• Post-merger shareholder rights and board structure include Juniper nomination rights and committee representation; initial Series A Preferred Director is Josh Schmidt .

Fixed Compensation

Not disclosed for Willsher as a director in PED’s November 3, 2025 8‑K or 2025 proxy; prior director grants in 2024 covered other directors (Scelfo, Evans) and reflect stock-based compensation generally. No director cash retainer amounts or Willsher equity grants were disclosed in the appointment filing .

Performance Compensation

No performance-linked director compensation (e.g., PSUs/options tied to TSR, EBITDA, ESG) disclosed for Willsher in PED filings reviewed .

Other Directorships & Interlocks

No PED‑reported related party transactions or arrangements involving Willsher at appointment; disclosure states new appointees (Schmidt, Willsher, Franklin) are not parties to related‑party transactions reportable under Item 404(a) (except Schmidt’s Juniper affiliation) .

Expertise & Qualifications

• Financial leadership and audit expertise: Former CFO and CEO with deep finance, treasury, and A&D experience; designated Audit Committee financial expert .
• Technical and strategic background: Upstream O&G transaction experience across public and private operators; strategic planning roles .
• Education: MBA, University of Texas at Austin; BBA in Finance, Texas A&M University .

Equity Ownership

Alignment and policy notes:

• Stock ownership guidelines: Company discloses no equity ownership policy at this time .
• Pledging: Company has no policy preventing or limiting pledging by directors/officers beyond Code of Ethics/Insider Trading Policy .
• Anti‑hedging and trading controls: Insider policy prohibits short sales and options; trading limited to windows or 10b5‑1 plans with pre‑clearance for insiders .

Governance Assessment

• Strengths:

  • Independence affirmed and immediate leadership of Audit and Governance committees; designated audit committee financial expert, bolstering financial oversight .
  • No related‑party transactions reported involving Willsher at appointment .
  • Broad CEO/CFO track record across upstream operators supports board effectiveness .

• Watch items / RED FLAGS:

  • Alignment: Form 3 shows zero PED ownership at appointment; lack of a company ownership guideline and allowance of pledging could weaken alignment with shareholders .
  • External commitments: Concurrent CEO role at Unified Petroleum and Special Advisor to AMPY through year‑end may create time/attention or conflict considerations; monitor for any related‑party issues and recusals as needed .
  • Control dynamics: Post‑conversion, Juniper and affiliates are expected to own ~52.9% of common stock with nomination/committee rights, potentially influencing governance balance; continued independence and committee leadership by Willsher is important to investor confidence .

• Contextual governance practices:

  • Independent director executive sessions held from time to time .
  • Say‑on‑pay frequency set to every three years with next vote at 2026 annual meeting (board oversight context) .

Insider Filings