Vivek Raj
About Vivek Raj
Independent director since June 2021 (age 41). Founder of Geneses Capital Management (2018–present) with prior private equity investing (2011–2018) and operational roles in the energy industry; current outside boards include Scout Surface Solutions, Ice Thermal Harvesting, and Geneses Non Op Production. Education: Bachelor of Technology, Indian Institute of Technology Delhi; MBA, Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Geneses Capital Management | Founder | 2018–present | Private investment firm; focus on value creation |
| Private Equity (unspecified) | Investor | 2011–2018 | Deal execution and portfolio oversight |
| Energy Industry (unspecified) | Operational roles | Pre-2011 | Industry operating experience |
External Roles
| Organization | Role | Tenure | Notes/Committee Roles |
|---|---|---|---|
| Scout Surface Solutions | Director | Not disclosed | Private entity; governance oversight |
| Ice Thermal Harvesting | Director | Not disclosed | Private entity; governance oversight |
| Geneses Non Op Production | Director | Not disclosed | Private entity; governance oversight |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Board determined Raj is independent under NYSE and SEC standards; shown as independent on committee roster |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee Chairs | Compensation Committee chair: Bernt Iversen II; Nominating & Corporate Governance chair: Robert S. Henderson (Raj not chair) |
| Meetings in 2024 | Board: 6; Audit: 4; Compensation: 4; Nominating: 4; Executive: 24 |
| Attendance | Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024 |
| Tenure on PRM Board | Director since June 2021; term expires at 2027 Annual Meeting (not up for election in 2025) |
| Compensation Committee practices | Entirely independent; retains independent consultant FW Cook; Committee concluded FW Cook had no conflicts |
| Say-on-Pay outcome | ~91% support at 2024 Annual Meeting (excluding abstentions and broker non-votes) |
| Anti-hedging/pledging | Company prohibits hedging, short sales, and pledging; all directors and executive officers in compliance |
Fixed Compensation
| Component | Structure | 2024 Amount (Raj) |
|---|---|---|
| Annual cash retainer | $75,000 cash for non-employee independent directors | $75,000 |
| Committee chair fees | Audit: $15,000; Compensation: $5,000; Nominating: $5,000 (Raj not a chair) | $0 chair fees |
| Reimbursements | Reasonable expenses reimbursed | Not itemized |
| Total fees earned (cash) | Annual retainer plus applicable chair fees | $75,000 |
Performance Compensation
| Component | Structure | 2024 Amount (Raj) |
|---|---|---|
| Annual equity award | 35,000 performance-based stock options per year; on same terms as employee awards; vest over 5 years subject to performance conditions | Stock awards fair value: $98,000 (Hull-White model) |
| Aggregate unexercised options | Outstanding at 12/31/2024 | 113,750 |
Performance Metrics and Vesting Framework (applies to performance options)
| Metric/Provision | Details |
|---|---|
| AOP growth targets | Minimum 10% and maximum 20% compounded annual growth from baseline AOP; vesting scales 25%–100% of tranche based on target achievement |
| AOP definition | Function of Adjusted EBITDA, net debt, acquisitions, and fully diluted shares (excludes founder advisory shares), with Compensation Committee adjustment discretion |
| Cumulative vesting | Unvested portions carry forward; options can continue to vest in years 6–7 based on cumulative performance |
| Equity sweep provision | If stock price exceeds 2× exercise price (net of dividends) for 60 trading days within any 12-month window starting year 3, remaining unvested options time-vest on a schedule (subject to service) |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Founder Advisory Agreement | PRM assumed EverArc Founder Advisory Agreement (2019) at business combination; EverArc Founder Entity owned/operated by W.N. Howley, W.N. Thorndike Jr., Haitham Khouri, Tracy Britt Cool, and Vivek Raj (“Founders”) |
| Founder ownership splits | Thorndike 33%, Howley 33%, Khouri 25%, Raj 7%, Cool 2% in EverArc Founder Entity |
| 2024 founder fees | Variable advisory amount: none; Fixed annual advisory amount: 2,357,061 shares; valued ≈$30.3 million based on 2024 average price |
| Termination provisions | Upon sale/liquidation or delisting, cash payments due for remaining fixed and variable amounts; Payment Price increases 15% annually for remaining years in termination calculation; immediate payment due; indemnification and liability limitations apply |
RED FLAG: Participation in the EverArc Founder Entity that receives large fixed-share advisory fees and potentially significant variable fees creates related-party exposure and could misalign incentives with minority shareholders .
Expertise & Qualifications
- Investor/operator with energy industry experience; founder and board-level roles across private companies .
- Education from IIT Delhi (BTech) and Harvard Business School (MBA) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 518,476 shares; includes 47,250 options exercisable within 60 days; less than 1% of outstanding shares |
| Shares outstanding (Mar 31, 2025) | 148,775,583 |
| Unexercised options (Dec 31, 2024) | 113,750 |
| Hedging/pledging | Prohibited; directors in compliance |
Insider Trades (Form 4) – Vivek Raj
Note: 2025 sales total approximately 678,094 shares across March–September transactions (row-level details above) [SEC URLs as listed].
Governance Assessment
- Committee engagement and independence: Raj serves on key governance and compensation bodies, with Board affirming independence; committees are fully independent with outside consultant support and no interlocks reported, supporting board effectiveness .
- Attendance: Met or exceeded the 75% threshold across Board/committees in 2024, indicating active participation .
- Ownership alignment: Beneficial ownership of 518,476 shares (<1%); option-based director pay is performance-conditioned, and company prohibits hedging/pledging with reported compliance—positive alignment signals .
- Signals from trading: Significant open market sales in 2025 (multiple blocks at ~$9–$12 and $22.45) alongside option awards—neutral-to-cautious signal on near-term conviction; context may include personal diversification and compensation timing [SEC URLs above].
- RED FLAGS: Related-party exposure via EverArc Founder Advisory Agreement where Raj holds a 7% interest; fixed-share transfers and potential variable fee mechanics (and rich termination provisions) create conflicts of interest risk and could influence capital allocation or sale decisions .
Director Compensation Mix (2024)
| Cash ($) | Equity Fair Value ($) | Total ($) | Mix |
|---|---|---|---|
| 75,000 | 98,000 | 173,000 | Cash 43%, Equity 57% (approximate) |
Notes
- Board roster/committees showing Raj’s assignments and independence are in the 2025 proxy; he is not up for election until 2027 .
- No director-specific ownership guidelines disclosed; executive ownership/retention guidelines exist, plus clawback covering incentive-based compensation (including AOP) .