R.T. Dukes
PEDEVCOAbout R.T. Dukes
R.T. “Reagan Tuck” Dukes (age 41) is Chief Operating Officer of PEDEVCO, appointed upon closing of the North Peak/Century Mergers on October 31, 2025, with an employment start date of November 1, 2025; he holds a BS in Accounting and an MS in Finance from Texas A&M and serves on the advisory board for Texas A&M’s Professional Program in Accounting . He previously served as CFO (Oct 2019–May 2021) and then CEO (Jun 2021–Oct 2025) of Century Natural Resources, with prior roles at Wood Mackenzie and KED Interests, bringing ~20 years of energy investing, research, and operating experience . As a new appointee, TSR/revenue/EBITDA performance metrics tied specifically to his tenure at PEDEVCO are not yet disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Century Natural Resources, LLC | CFO | Oct 2019–May 2021 | Managed finance; precursor platform for assets later merged into PED |
| Century Natural Resources, LLC | CEO | Jun 2021–Oct 2025 | Led operating platform acquired via PED Mergers |
| Wood Mackenzie Limited | Research Director; Director of North American Supply | Jun 2014–Sep 2019 | Supported commodities research; contributed to valuation/diligence for transactions totaling billions |
| KED Interests, LLC | Manager | May 2011–May 2014 | Mineral investing across energy assets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carthage Resources LP | Founder | Not disclosed | Invests in mineral interests across East Texas and Gulf Coast |
| Texas A&M – Professional Program in Accounting | Advisory Board Member | Not disclosed | Academic/industry liaison; talent pipeline and curriculum influence |
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base Salary ($/yr) | $300,000 |
| Target Bonus (% of base) | Up to 50% (discretionary) |
| One-time Signing/Start Bonus ($) | $1,750 (payable within 30 days of start, subject to continued employment) |
| Equity Award Eligibility | Consideration for restricted stock and/or options at Board discretion (no initial grant disclosed) |
| Benefits | Eligible for company benefit plans; expense reimbursement per policy; 5 weeks paid vacation; 401(k) participation |
| Employment Start Date | November 1, 2025 |
| At-Will Status | Employment may be terminated by either party at any time, with or without cause |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Performance Bonus | Up to 50% of base (discretionary) | Not disclosed | Not disclosed | Company discretion, up to 50% of base | Annual; pro-rated for partial years |
No formal performance metrics (e.g., revenue growth, EBITDA, TSR) or PSU frameworks are disclosed for Dukes’ bonus; awards are discretionary at the Company’s sole discretion .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Common Stock Owned (as of Form 3 filing) | 0 shares (direct) |
| Derivatives Owned | Series A Convertible Preferred Stock; 9,546 preferred shares reflected via PIPE participation ($52,503 at $5.50/share) |
| Conversion Mechanics | Series A Preferred automatically converts into common at a 10-for-1 ratio on the “Automatic Conversion Date” after Rule 14c-2 information statement distribution |
| Registration Rights | Company to file resale registration within 45 days of Automatic Conversion Date; underwritten offerings permitted subject to thresholds and grace periods |
| Pledging/Hedging | No pledging by Dukes disclosed; Support Agreements restrict certain insiders but do not list Dukes among Supporting Persons |
| Ownership Guidelines | Not disclosed |
Note: Form 3 shows 0 common and lists the Series A Preferred as a derivative security; PIPE participation amount confirms 9,546 preferred shares. Series A converts 10:1 into common following the defined Automatic Conversion processes .
Employment Terms
| Term | Detail |
|---|---|
| Title/Reporting | Chief Operating Officer, reporting to the President & CEO |
| Work Location | Houston, TX office; periodic field travel |
| Confidentiality/IP | Employee Non-Disclosure and Assignment Agreement; strict confidentiality obligations |
| Conflicts/Compliance | Prohibitions on conflicts and improper payments; compliance with applicable laws |
| Indemnification | Company standard indemnification agreement, consistent with other officers/directors |
| Severance (without cause) | If terminated prior to Dec 31, 2025: six months base salary + 100% of 2025 annual bonus; if terminated after Dec 31, 2025 and prior to payment of 2025 bonus: 100% of 2025 bonus + targeted annual bonus for subsequent year of termination; six months COBRA continuation if elected, subject to release |
| Change-of-Control | Not disclosed in Offer Letter; no specific CoC triggers provided |
| Contract Term | At-will; Agreement continues until terminated by either party |
Performance & Track Record
- Nearly 20 years in oil & gas with leadership in investing, finance, research, and operations; led Century Natural Resources platform later merged into PED .
- Drove consolidation of five Juniper Capital investments in Wyoming; founded Carthage Resources LP (minerals investing) .
- Contributed to transactions diligence and valuation work at Wood Mackenzie for deals totaling billions .
Risk Indicators & Red Flags
- Registration rights permitting resale of conversion shares within 45 days post Automatic Conversion Date may create near-term supply overhang; Dukes is a modest PIPE participant but broader insider and sponsor participation could elevate selling pressure .
- Executive compensation structure for Dukes is largely discretionary (bonus, equity) with limited disclosed performance metrics, potentially weakening pay-for-performance alignment until formal KPIs are established .
Compensation Structure Analysis
- Increased guaranteed compensation vs. prior PED CEO practice (historically $1 salary for prior CEO), with Dukes at $300k base and discretionary bonus—reflects normalization of comp under new combined entity leadership .
- No RSU/option grants disclosed to Dukes at appointment; equity alignment primarily via PIPE Preferred participation pending automatic conversion .
Say-on-Pay & Shareholder Feedback
- Company historically conducted triennial say-on-pay; strong approval in 2020 (99.7% of votes cast) under prior leadership model; next vote in 2023 noted in proxies, but not specific to Dukes .
Expertise & Qualifications
- BS Accounting and MS Finance (Texas A&M); advisory board member for PPA at Texas A&M .
- Broad domain depth: upstream operations, minerals investing, commodity research, and corporate leadership .
Work History & Career Trajectory
| Period | Company | Role | Notes |
|---|---|---|---|
| 2021–2025 | Century Natural Resources | CEO | Led platform acquired by PED |
| 2019–2021 | Century Natural Resources | CFO | Finance leadership |
| 2014–2019 | Wood Mackenzie | Research Director; Director NA Supply | Transaction diligence, valuation |
| 2011–2014 | KED Interests | Manager | Minerals investing |
Equity Ownership & Alignment — Detailed Breakdown
| Item | Amount | Ownership Form |
|---|---|---|
| Common Stock | 0 | Direct |
| Series A Preferred (PIPE) | 9,546 shares (via $52,503 subscription at $5.50) | Direct |
| Conversion Ratio | 10-for-1 into common on Automatic Conversion Date | N/A |
| Registration Rights | Resale registration within 45 days post Automatic Conversion Date | N/A |
Investment Implications
- Near-term equity overhang risk: Automatic 10:1 conversion of Series A and mandated resale registration within 45 days could increase float and potential insider/sponsor selling; Dukes’ stake is relatively small, but aggregate conversions are material to shares outstanding .
- Alignment: Dukes has “skin-in-the-game” via PIPE Preferred, but no initial RSU/option grants or disclosed performance KPIs; bonus and equity awards are discretionary, limiting explicit pay-for-performance alignment until the Compensation Committee sets formal metrics .
- Retention risk moderate: At-will employment with defined severance (six months base + bonus constructs) provides baseline protection; absence of CoC-specific terms suggests standard risk-sharing without guaranteed golden parachute features .
- Execution signal: Career track record in building/merging operating platforms and deep analytical background should aid integration and operating efficiency in the combined PED footprint .