Stephen Lee
About Stephen Lee
Stephen Lee (age 44) has served as an independent director of Prairie Operating Co. since May 2023. He is co‑founder and co‑CEO of Renewa LLC (private renewables real estate) and previously co‑founded KLR Group LLC, after leading Energy Investment Banking at Rodman & Renshaw. He holds a Bachelor’s degree in Economics from New York University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KLR Group, LLC | Co‑Founder; Partner & Managing Member | Apr 2012 – Sep 2020 | Energy merchant bank; corporate finance expertise |
| Rodman & Renshaw | Director; Co‑Head, Energy Investment Banking | Pre‑2012 | Led energy IB team; transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Renewa LLC | Co‑Founder & Co‑CEO | Feb 2022 – Present | Private renewables real estate company |
Board Governance
- Independence: Board affirmed Lee is independent under Nasdaq rules; he participates in independent director executive sessions after each regular Board meeting .
- Attendance: In 2024, the Board held 6 meetings; Audit 4; Compensation 5; Nominating & Governance 3. No director attended fewer than 94% of Board and committee meetings on which they served .
| Governance Element | Status |
|---|---|
| Independence | Independent director |
| Board Tenure | Director since May 2023 |
| Committees | Audit (member), Compensation (Chair), Nominating & Governance (member) |
| Audit Committee Expertise | Board determined all members financially literate; chair is audit committee financial expert (Thoresen) |
| Executive Sessions | Independent directors meet after each regular Board meeting |
| 2024 Attendance | ≥94% for all directors; Board 6 mtgs; Audit 4; Comp 5; NomGov 3 |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $66,209 | $150,000 |
| One‑time Cash Payment ($) | — | $50,000 paid Dec 2024 for extraordinary effort (Abbas, Lee, Gray, Thoresen) |
| Committee Chair Fees | Not disclosed | Not disclosed |
| Meeting Fees | Not disclosed | Not disclosed |
Performance Compensation
| Equity Vehicle | FY 2023 | FY 2024 | Vesting / Terms |
|---|---|---|---|
| RSUs (grant-date fair value) | $100,000; 6,863 unvested RSUs held as of 12/31/2023 (post reverse split) | $100,000; 7,614 RSUs granted June 2024 | 2024 grant vests June 5, 2025; 60% settles in stock; 40% in stock or cash at company’s election |
- Equity plan governance elements applicable to directors: Company maintains a Clawback Policy; awards under the Long‑Term Incentive Plan are subject to clawback consistent with SEC and exchange rules .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Stephen Lee in 2024–2025 proxies . |
Expertise & Qualifications
- Corporate finance and energy industry experience; prior leadership in energy investment banking .
- Financial literacy affirmed for Audit Committee members; Compensation Committee chair responsibilities to align pay with performance and shareholder interests .
Equity Ownership
| Metric | As of Apr 8, 2024 | As of Apr 8, 2025 |
|---|---|---|
| Beneficially Owned Shares | 6,893 (<1%) | 4,286 (<1%) |
| Unvested/Outstanding Director RSUs | 6,863 unvested RSUs as of 12/31/2023 (each non‑employee director, post reverse split) | 7,614 RSUs granted June 2024; vest 6/5/2025 |
| Hedging/Pledging | Directors prohibited from hedging and pledging company stock under Insider Trading Policy |
Shareholder Voting and Feedback (context)
| Proposal | Meeting Date | For | Against | Abstain |
|---|---|---|---|---|
| Approve issuance upon conversion of Series F Preferred (Nasdaq Rule 5635) | May 8, 2025 | 18,179,528 | 223,642 | 8,997 |
| Approve issuance upon exercise of Series F Warrants (Nasdaq Rule 5635) | May 8, 2025 | 18,180,450 | 223,311 | 8,406 |
| Adjournment (if necessary) | May 8, 2025 | 18,171,541 | 221,780 | 18,846 |
- Turnout: 68.28% of outstanding common stock present in person or by proxy .
Potential Conflicts & Related‑Party Exposure
- No Stephen Lee‑specific related‑party transactions disclosed in 2024–2025 proxies. Audit Committee pre‑approves related‑party transactions and reviews conflicts; the committee formally oversees related‑party approvals under Item 404 and conflict processes .
- Broader related‑party items in the proxy involve other directors/executives (e.g., options, PIPE financings, debentures) but do not cite Lee as a participant .
Governance Assessment
- Positives:
- Independence and multi‑committee engagement; Compensation Committee chaired by Lee, indicating leadership in pay governance .
- Strong attendance culture (≥94%) and regular executive sessions of independent directors .
- Formal prohibitions on hedging/pledging and a clawback framework underpin alignment .
- Watch‑items:
- Increase in director cash compensation from 2023 to 2024 and one‑time $50,000 cash payment may signal rising guaranteed pay; equity remained constant at $100,000—monitor cash/equity mix trend and rationale disclosure .
- Ownership is de minimis (<1%); while directors receive RSUs, low direct share ownership can limit “skin‑in‑the‑game”—watch for adherence to any ownership guidelines (none disclosed) .
RED FLAGS: None disclosed specific to Stephen Lee (no related‑party transactions, no hedging/pledging, no attendance shortfalls) .