Gizman Abbas

About Gizman I. Abbas

Independent director at Prairie Operating Co. (PROP) since May 2023; age 52 as of the 2025 proxy record. He holds a B.S. in Electrical Engineering (Auburn University) and an MBA from Northwestern’s Kellogg School of Management, with prior roles as a founding partner of Apollo Global Management’s commodity investment business and Vice President at Goldman Sachs; currently Principal at Direct Invest Development. He serves on the boards of New York Independent System Operator (NYISO), Talen Energy Corp (OTC: TLNE), and Qenta, Inc, and previously served on boards including Crown Electrokinetics (NASDAQ: CRKN), Aranjin Resources Ltd., and Handeni Gold Inc.

Past Roles

External Roles

Board Governance

• Independence: Abbas is affirmatively determined independent under Nasdaq rules; independent directors on PROP’s Board include Abbas, Frommer, Gray, Lee, and Thoresen.
• Committees and Chair roles: Member, Audit Committee; Member, Compensation Committee; Chair, Nominating & Governance Committee.
• Attendance: Board held six meetings in 2024; no director attended fewer than 94% of Board and committee meetings; in 2023, all directors attended 100%.
• Executive sessions: Independent directors hold regular executive sessions after each Board meeting.
• Lead Independent Director framework exists in guidelines if Chair is not independent (not currently designated).

Fixed Compensation

Performance Compensation

Performance metric structure used by PROP (executive PSUs):

Note: Directors are compensated via RSUs without disclosed performance metrics; the company’s pay-for-performance for executives uses relative TSR PSUs as above.

Other Directorships & Interlocks

• Current boards: NYISO, Talen Energy Corp, Qenta, Inc (see External Roles table).
• Internal interlocks: Abbas chairs Nominating & Governance, and sits on Audit and Compensation (with Gray, Lee, Thoresen, Frommer), positioning him centrally in oversight of conflicts and pay. Audit Committee charter includes related-party transaction review/approval.
• Related-party exposures at PROP (oversight context for Audit Committee members including Abbas):
  • Overriding royalty interests (ORRI) held by Hanna, Kovalik, and Kessler in Initial Genesis Assets; drilling programs approved by an independent Board committee.
  • Non-compensatory options tied to production hurdles involving Hanna, Kovalik, Kessler, and BOKA Energy LP (affiliated with director Thoresen).
  • Financing with entities controlled by director Jonathan Gray (subordinated note and warrants; later amended and partial payoff).
  • PIPE investors with significant holdings (e.g., O’Neill Trust; Bristol Investment Fund) and amendments to beneficial ownership caps.

Expertise & Qualifications

• Education: B.S., Electrical Engineering (Auburn); MBA, Kellogg (Northwestern).
• Technical/financial expertise: Commodities investing (Apollo), power/metals/agri sectors (Goldman), principal investing and sustainable real estate (Direct Invest Development).
• Board qualifications cited: Brings financial and investment experience across financing and project acquisition matters.

Equity Ownership

• Unvested director RSUs: 7,614 units granted Jun 2024; vest Jun 5, 2025.
• Hedging/pledging: Insider Trading Policy prohibits short sales, derivatives/hedging, margin purchases, and pledging of company securities by directors and officers.
• Clawback: Company has a clawback policy; awards under LTIP/Amended LTIP subject to recoupment.

Governance Assessment

• Strengths: Independent status; chairs Nominating & Governance; sits on Audit and Compensation—providing direct oversight of nominations, pay, and financial controls. Attendance ≥94% in 2024 and 100% in 2023 suggests strong engagement. Executive sessions support independent oversight.
• Alignment: Director equity via RSUs and prohibition on hedging/pledging promote alignment; company-wide clawback and TSR-based PSUs for executives reinforce pay-for-performance.
• Watch items/RED FLAGS to monitor:
  • One-time $50,000 cash payments to certain directors in Dec 2024 for extraordinary workload—unusual but disclosed; assess if such discretionary director payments recur.
  • Extensive related-party transactions involving other directors and major holders (ORRIs, PIPEs, notes/warrants); rely on Audit Committee rigor and independent committee approvals to mitigate conflicts.
  • Equity plan share increases (from 7.5M to 15M requested in 2025) imply potential dilution; continued emphasis on performance-based awards is key to investor confidence.

Appendix: Committee Assignments (current)

Appendix: Director Compensation (detail 2024)