Erik Thoresen
About Erik Thoresen
Independent director of Prairie Operating Co. (PROP) since May 2023; age 52. Background includes partner at Boka Group, former CFO of Fusion Acquisition Corp II (SPAC), and prior executive roles at Glass House Group, Harvest Health & Recreation, Jonathan D. Pond LLC, BNY Mellon, and E*TRADE. Education: BA in International Relations (Syracuse University, 1994) and MBA (Darden School, University of Virginia, 2000). Core credentials: audit and finance expertise, strategic planning, M&A, corporate development, and investor relations; the Board designated him as its “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fusion Acquisition Corp. II | Chief Financial Officer | Jan 2022 – Dec 2023 | SPAC CFO responsibilities; finance leadership |
| Glass House Group, Inc. | Chief Business Development Officer | Aug 2021 – Jun 2022 | Corporate development in consumer packaged goods |
| Harvest Health & Recreation, Inc. | VP, M&A and Real Estate | Jan 2019 – Mar 2021 | M&A execution; footprint expansion |
| Jonathan D. Pond, LLC | Chief Operating and Investment Officer | Nov 2013 – Jul 2018 | Operations and investment management |
| Bank of New York Mellon Corporation | Executive roles | Not disclosed | Financial services experience |
| E*TRADE Financial Corporation | Executive roles | Not disclosed | Brokerage/technology operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boka Group, LLC | Partner | Nov 2022 – Present | Strategic advisory; energy-related investing |
Board Governance
- Independence: The Board affirmatively determined Thoresen is independent under Nasdaq rules; PROP’s board has four independent directors of seven .
- Committees: Audit Committee (Chair; financial expert), Compensation Committee (member), Nominating & Governance Committee (member) .
- Attendance: Board met 6 times in 2024; no director attended fewer than 94% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in executive session following each regular Board meeting .
Fixed Compensation (Director; FY 2024)
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $150,000 | Includes one-time $50,000 payment in Dec 2024 for additional time/effort on corporate, transactional, and equity raising work |
| Equity (RSUs) – grant date fair value | $100,000 | 7,614 RSUs granted June 2024; vest on June 5, 2025; 60% deliver stock; 40% deliver stock or cash equal to FMV |
| Meeting fees | Not disclosed | Proxy summarizes annual cash compensation; no per-meeting fees specified |
Performance Compensation (Director; FY 2024)
| Award Type | Performance Metrics | Vesting/Settlement |
|---|---|---|
| RSUs (annual director grant) | None disclosed (time-based only) | Vest June 5, 2025; 60% stock, 40% stock or cash equal to FMV |
- Clawback: All awards under the Long-Term Incentive Plan are subject to PROP’s Clawback Policy and any exchange/SEC-required clawbacks .
- No option repricing: Plan prohibits repricing of options/SARs without shareholder approval, reinforcing pay discipline .
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| Public company directorships (current) | Not disclosed | Proxy does not list other current public company boards for Thoresen |
| BOKA Energy LP | Affiliation | Company entered option agreements in May 2023; Thoresen affiliated with BOKA Energy LP; non‑compensatory options tied to production hurdles became fully exercisable in Mar 2025 |
| Blackstem Forest, LLC | Controlled by Thoresen | Received non‑compensatory option purchase agreement in Sept 2024; options became fully exercisable in Mar 2025 |
| Conflict mitigation | Board policy | Due to ORRI interests held by certain directors/executives, all drilling programs approved quarterly by an independent Board committee to avoid conflicts |
Expertise & Qualifications
- Financial literacy and audit oversight; designated Audit Committee financial expert .
- Strategic planning, M&A, corporate development, and investor relations experience across energy and consumer sectors .
- MBA (Darden) and BA (Syracuse) underpin analytical rigor .
Equity Ownership (as of Apr 8, 2025)
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 4,286 | Listed in principal stockholders table |
| Ownership % of class | <1% | Company had 42,942,127 shares outstanding |
| Unvested director RSUs | 7,614 | Vest on June 5, 2025 |
| Pledging/Hedging | Prohibited by policy | Directors/officers may not hedge or pledge company stock; margin purchases prohibited |
Governance Assessment
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Strengths:
- Independent director with high attendance and deep finance/M&A skillset; chairs Audit Committee and serves as financial expert, supporting credible oversight of reporting and controls .
- Robust insider trading policy prohibiting hedging/pledging; clawback policy covers equity awards, aligning with investor-friendly governance .
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Watch items / potential conflicts:
- Affiliations with BOKA Energy LP and control of Blackstem Forest, LLC tied to non‑compensatory options that became fully exercisable in Mar 2025; independent committee oversight of drilling programs mitigates conflict risk but merits ongoing monitoring of decisions that could affect option value (production metrics) .
- Director RSUs allow 40% settlement in cash, modestly diluting equity alignment versus full‑equity settlement .
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Compensation and alignment:
- 2024 pay mix approximately $150k cash and $100k equity (RSUs) with a one-time $50k cash recognition payment, appropriate for smaller-cap E&P board workload during transactional activity; absence of performance-based director equity is typical but provides limited pay-for-performance linkage at the board level .
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Section 16 compliance:
- Company states Section 16 filings were timely in 2024 except one late Form 4 by former CFO; no proxy-disclosed exceptions for Thoresen .