Jon Biro

About Jon C. Biro

Independent director appointed in February 2025; age 59. Jon Biro is a CPA and seasoned financial executive with prior public-company CFO roles (Harte Hanks, Exterran, Consolidated Graphics, ICO, Inc.), audit training at PricewaterhouseCoopers, and board experience at Aspect Medical Systems and Crown Crafts. He holds a B.A. in Psychology with a minor in Economics from The University of Texas at Austin and an M.S. in Accountancy from the University of Houston; currently serves as an Operating Partner/Consultant to Snow Peak Capital, LLC and sits on private-company boards (Sandy Alexander; Vision Plastics New Zealand). The Board cites his extensive finance, governance, and oil & gas industry knowledge as qualifications to serve .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee; Nominating & Corporate Governance Committee; Compensation Committee. All members of these committees are independent under SEC and NASDAQ rules .

• Committee chair roles: Audit Committee chaired by David B. Brown; Nominating & Corporate Governance chaired by Robert J. McNally; Compensation Committee chaired by David B. Brown; Independent Chairman serves as ex-officio non-paid member of all committees .

• Audit Committee financial expert: The Board determined that Brown, Biro, and McNally qualify as “audit committee financial experts” under SEC regulations .

• Independence: Four of five nominees are independent; committee independence affirmed above .

• Attendance: Company expects full engagement; in 2024, directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting (contextual; Biro appointed in 2025) .

• Meeting cadence (2024):

  Body	Number of Meetings
  Board of Directors	8
  Audit Committee	9
  Nominating & Corporate Governance	5
  Compensation Committee	7
  Unanimous Consent	8

• Governance policies: Majority voting in uncontested elections adopted Feb 19, 2025; anti-hedging/pledging; ownership guidelines; refreshed charters (Audit Apr 2025; Nominating Sep 2024; Compensation Dec 2024) .

• Clawback: Robust recoupment policy covering restatements and misconduct, with multiple recovery mechanisms; referenced in 10-K Exhibit 97 .

Fixed Compensation

• 2025 director compensation schedule:

  Component	Amount (USD)
  Annual cash retainer – Non-Employee Director	$45,000
  Independent Chairman additional retainer	$40,000
  Audit Chair	$10,000
  Audit Member	$7,500
  Compensation Chair	$7,500
  Compensation Member	$6,000
  Nominating & Governance Chair	$5,000
  Nominating & Governance Member	$5,000
  Annual equity grant – Non-Employee Director	$75,000 (RS)
  Annual equity grant – Independent Chairman	$85,000 (RS)

• 2024 director grant details (equity vesting and share counts):

  Grant Date	Pricing Basis	Chairman Shares	Other Director Shares	Vesting
  July 25, 2024	30-day avg closing price $8.81	9,644	8,509	1-year vest

• Special projects compensation: Policy created Dec 2024; $85,000 total awarded to four independent directors in Jan 2025 (pre-Biro appointment) .

• 2024 non-employee directors’ compensation summary (Biro appointed in Feb 2025; no 2024 fees):

  Name	Cash Fees	Stock Awards	Special Project Comp	Total
  Jon C. Biro	—	—	—	— (appointed Feb 2025; no 2024 fees)

Performance Compensation

• Director equity structure: Independent non-employee directors receive annual restricted stock grants that vest over one year; directors may use 10b5-1 plans post-vesting to sell shares for tax coverage .
• Performance metrics tied to director compensation: Not disclosed (company’s performance-based LTIs and ROE targets pertain to executives, not directors) .

Other Directorships & Interlocks

• Related party and conflicts: Company reports no related party transactions in 2024; anti-hedging/pledging and insider trading pre-clearance required .

Expertise & Qualifications

• Audit committee financial expert designation (SEC-defined) .
• Deep finance, accounting, corporate governance, and oil & gas sector experience .
• Board skills matrix highlights corporate governance, finance, capital markets, risk, cybersecurity, and international experience across nominees; Biro’s biography underscores finance and governance strengths .

Equity Ownership

• Beneficial ownership as of April 28, 2025:

  Holder	Shares Owned	Options	Deferred Shares	Total	% Outstanding
  Jon C. Biro	1,722	—	—	1,722	<0.5%

• Unvested shares: As of April 28, 2025, Biro held 1,722 unvested RS with no voting rights .

• Ownership guidelines:

  Group	Guideline Multiple	Compliance Status
  Independent Directors	3.0x Annual Base Cash Retainer	All directors “in compliance” with guideline framework; Biro had not received grants as of Jan 31, 2025 and shows “No” achieved status but has 5 years to meet guidelines

• Hedging/pledging: Prohibited; directors must pre-notify CEO/CFO for securities transactions .

• Pledging of shares: Prohibited (RED FLAG mitigated) .

Governance Assessment

• Strengths:

  • Triple-committee membership and independence enhance board oversight; audit financial expert designation strengthens financial reporting and controls .
  • Majority voting in uncontested elections and refreshed committee charters signal governance quality; anti-hedging/pledging and clawback policies align with investor protection .
  • Ownership guidelines (3x retainer for directors) and one-year vesting improve alignment and transparency; directors have five years to reach targets .

• Watch items:

  • New appointee with small current equity position (1,722 unvested shares) and not yet meeting guideline “achieved” status as of Jan 31, 2025; however, within the compliance window (5 years) .
  • External private board roles and consulting (Snow Peak Capital portfolio companies) should continue to be monitored for any potential related-party dealings; company reports none in 2024 .

• Attendance and engagement:

  • Company-standard: directors expected to attend Board/committee meetings and Annual Meeting; 2024 attendance ≥75% and full Annual Meeting attendance (contextual to culture; Biro appointed in 2025) .

• Compensation structure:

  • Competitive director pay confirmed by Willis Towers Watson; 2025 program unchanged; equity is time-based RS, not performance-based—consistent with market practice, but performance-linked director pay is not used .

• RED FLAGS:

  • None identified in the proxy for Biro: no related-party transactions; hedging/pledging prohibited; no pledging disclosed; no attendance issues disclosed .

Overall implication: Biro’s audit expertise and multi-industry finance background bolster board effectiveness, with current safeguards (clawback, anti-hedging, majority voting) supporting investor confidence. Equity alignment should improve as grants vest and guideline accumulation progresses over the 5-year window .