Jonathan Gray
About Jonathan Gray
Jonathan H. Gray (age 44) is an independent director of Prairie Operating Co. (PROP) who has served on the Board since May 2023. He is CEO of First Idea International Ltd. (since 2008), CEO of The Hideaway Entertainment, LLC (est. 2016), former CEO of Intelligent Design Agency (through 2018), co-owner of Beauchamp Estates France, and founder/former CEO of JG Events (2003–2019). He earned a Baccalauréat Littéraire from Lycée Carnot, Cannes in 1999 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intelligent Design Agency | Chief Executive Officer | Through 2018 | Design leadership and operations |
| JG Events | Founder & Chief Executive Officer | 2003–2019 | International event management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Idea International Ltd. | Chief Executive Officer | Since 2008 | Strategic advisory leadership |
| The Hideaway Entertainment, LLC | Chief Executive Officer | Since 2016 | Financing/production of media |
| Beauchamp Estates France | Co-owner | Since March 2005 | Real estate business leadership |
Board Governance
- Committee memberships: Compensation Committee member; Nominating & Governance Committee member .
- Independence: Board affirmatively determined Gray is independent under Nasdaq and SEC rules .
- Attendance: Board held 6 meetings in 2024, and no director attended fewer than 94% of Board and committee meetings; Audit Committee held 4, Compensation 5, Nominating & Governance 3 meetings in 2024 .
- Executive sessions: Independent directors hold executive sessions after each regular Board meeting .
- Board leadership: Chairman and CEO roles combined (Chairman: Edward Kovalik); four of seven directors are independent; Lead Independent Director may be designated as needed .
- Governance materials (charters, guidelines, code) publicly available; hedging and pledging of company securities by directors and officers prohibited under Insider Trading Policy .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $150,000 | Includes one-time $50,000 cash payment in Dec 2024 for additional Board workload |
| Stock Awards ($) | $100,000 | Grant-date fair value of RSUs; 7,614 RSUs granted June 2024 |
| All Other Compensation ($) | — | None disclosed |
| Total ($) | $250,000 | Sum of cash fees and stock awards |
Performance Compensation
| Equity Award | Grant Date | Quantity | Fair Value | Vesting | Settlement Mix |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | June 2024 | 7,614 | $100,000 | Vests June 5, 2025 | 60% stock; 40% stock or cash at fair market value |
- No PSU or option awards disclosed for non-employee directors; RSUs are time-based, not tied to performance metrics .
- LTIP administration by Compensation Committee; plan supports equity-based incentives for employees and directors .
Other Directorships & Interlocks
- No public company directorships disclosed for Jonathan Gray; biography lists private company leadership roles only .
Expertise & Qualifications
- The Board cites Gray’s extensive experience in establishing, financing, and managing companies as valuable to the Board .
Equity Ownership
| Holder/Instrument | Shares/Units | Terms |
|---|---|---|
| First Idea Ventures LLC (FIV LLC) | 230,159 common shares | Controlled 50% by Jonathan H. Gray and 50% by Chloe Gray |
| First Idea International Ltd. (FII Ltd.) | 159,999 common shares | Gray has voting/investment control |
| Jonathan H. Gray (direct) | 6,863 common shares | Direct holding |
| FIV LLC – Series D PIPE Warrants | 150,000 shares issuable | Warrants |
| FIV LLC – Subordinated Note Warrants | 913,242 shares issuable | Warrants |
| FII Ltd. – Series D PIPE Warrants | 50,975 shares issuable | Warrants |
| FII Ltd. – Subordinated Note Warrants | 228,310 shares issuable | Warrants |
| Total issuable via PIPE/Note Warrants | 1,551,115 shares | Aggregate of PIPE and Note warrants |
| Subordinated Note Warrants (A&R) | Up to 1,141,552 shares; strike $8.89; exercisable until Sept 30, 2029; vest in tranches based on repayment timing | Registration rights granted; A&R Note extended maturity to Mar 17, 2027 |
| Shares outstanding (for reference) | 42,942,127 as of April 8, 2025 | Company total shares |
| Pledging/Hedging | Prohibited for directors and officers under Insider Trading Policy | Alignment protection |
Governance Assessment
- Committee effectiveness and independence: Gray serves on Compensation and Nominating & Governance Committees; committee charters emphasize alignment of pay with performance, board composition, succession, and governance best practices; all committee members are independent .
- Independence and attendance: Gray is affirmed independent; Board/committee attendance ≥94% in 2024—supports engagement and effectiveness .
- Ownership alignment: Material beneficial interests through FIV LLC and FII Ltd. plus significant warrant positions align incentives with shareholder value creation; pledging prohibited, reducing misalignment risk .
- Potential conflicts and related-party exposure — RED FLAGS:
- Gray-controlled entities (First Idea Ventures LLC and The Hideaway Entertainment LLC) provided a $5,000,000 subordinated promissory note to the Company (10% interest, minimum up to 2.0x return), later amended and restated; warrants attached and registration rights granted; remaining balance converted and accrues 15% interest post Bayswater Acquisition—this creates ongoing financial relationships between a director’s entities and the Company and may pose conflict-of-interest risks requiring robust oversight .
- Gray’s participation in Series D PIPE via First Idea Ventures LLC indicates financing ties; appropriate review under Related Party Transaction Policy is essential .
- Audit Committee charter explicitly includes reviewing, evaluating, and acting upon conflicts of interest and approving related party transactions; Board discloses a formal Related Party Transactions Policy and states such transactions are reviewed under that policy, which mitigates but does not eliminate risk .
- Compensation structure signals: One-time $50,000 cash payment to certain directors (including Gray) in Dec 2024 for extraordinary workload reflects transactional intensity; annual director equity grants are time-based RSUs, suggesting retention/alignment rather than performance-based incentives for directors .
Overall, Gray’s independence, high attendance, and committee roles support board effectiveness, but the depth of his financing ties with the Company through controlled entities and warrants is a meaningful governance risk that warrants continued Audit Committee monitoring and clear recusals on conflicted matters .