Leo Womack
About Leo Womack
Leo B. Womack (age 82) joined Sky Quarry’s board on January 10, 2025. He is a licensed CPA and real estate broker, formerly a securities broker, and a NACD member; he holds a BA from Texas A&M University. He is President and a director of Gulf Equities Realty Advisors, Inc. (since 1986) and CEO of Ramsey Financial Group, a single-family office for the Leo B Womack Family Trust, bringing deep corporate governance, accounting, and capital markets experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gulf Equities Realty Advisors, Inc. | President & Director | Since 1986 | Diversified real estate portfolio management leadership |
| Ramsey Financial Group | Chief Executive Officer | Current | Family office management; capital allocation |
| Petrolia Energy Corporation Inc. | Director; Audit Committee Chair | Since 2015 | Chairs audit committee; public company governance |
| Various NASDAQ/OTC public companies | Director; often Audit Chair | Prior roles | Served as audit committee chair across multiple issuers |
External Roles
| Organization | Role | Start | Committees/Impact |
|---|---|---|---|
| Petrolia Energy Corporation Inc. | Director; Audit Committee Chair | 2015 | Audit leadership; financial oversight |
| Numerous private companies | Director; Chair; Audit Chair/Member | Current | Board roles including chair and audit committee responsibilities |
Board Governance
- Committees: Audit Committee member (committee chaired by Matthew Flemming; members Flemming, Marcus Laun, Leo Womack) . Compensation Committee chair (members Womack and Flemming) .
- Independence: Determined independent by Nasdaq and SEC standards (alongside Flemming and Palin); Laun is not independent .
- Nominating/Governance Committee: Not yet established; intended upon appointment of additional independent directors .
- Attendance: Company disclosed that each board member attended at least 75% of formal board meetings in 2024; Womack joined in 2025 (no director-specific 2025 attendance disclosed) .
- Election results (Nov 4, 2025): Womack received 6,262,393 For; 3,421,447 Withheld; 2,850,941 Broker Non-Votes .
| 2025 Annual Meeting – Director Election | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Leo Womack | 6,262,393 | 3,421,447 | 2,850,941 |
Fixed Compensation
- Director cash fees disclosed for 2024 covered Sealock ($61,500), Laun ($25,000), and Flemming ($77,500); Womack joined in 2025 and is not included in 2024 director compensation disclosures. 2025 director cash retainer details for Womack were not disclosed in the 2025 proxy .
Performance Compensation
- Equity plan context: Stockholders approved an amendment to increase shares under the 2020 Stock Plan from 1,666,667 to 4,000,000 on Nov 4, 2025 .
- Director stock award: Womack reported an “A” type Form 4 award of 150,000 shares of common stock on Nov 5, 2025 (price $0; post-transaction ownership 233,334 shares; direct ownership) .
| Award Type | Grant/Transaction Date | Shares Granted | Price/Fair Value | Vesting Schedule | Source/Notes |
|---|---|---|---|---|---|
| Common Stock Award (Form 4, Type A) | 2025-11-05 | 150,000 | $0 | Not disclosed | Post-transaction ownership: 233,334 shares |
The 2020 Stock Plan permits restricted stock and options, including potential performance-based vesting; specific performance metrics/targets tied to Womack’s awards were not disclosed .
Other Directorships & Interlocks
- Current public company boards: Petrolia Energy Corporation Inc., Audit Committee Chair .
- Compensation Committee interlocks: None; no insider participation on compensation committees of other entities and no company officers serving on other entities’ compensation committees .
| Company | Role | Committee Role | Interlock/Conflict Noted |
|---|---|---|---|
| Petrolia Energy Corporation Inc. | Director | Audit Committee Chair | None disclosed |
Expertise & Qualifications
- Licensed CPA; corporate governance and accounting specialization .
- Capital markets experience; prior securities broker; NACD membership .
- BA, Texas A&M University .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| 2025-09-10 (Proxy Record Date) | 83,334 | Less than 1% | Based on 23,314,603 shares outstanding |
| 2025-11-05 (Post Form 4 Award) | 233,334 | Not disclosed | Direct ownership after 150,000-share award |
- Insider Trading Policy adopted; governs insider transactions .
- Plan-related transfer/pledging restrictions: Nonstatutory stock options and award shares have transfer limitations, including restrictions on pledging/hypothecation and constructive sales under specified conditions; company approval required for transfers of award shares .
Governance Assessment
-
Positive signals:
- Independent director with deep audit/governance credentials; chairs the Compensation Committee, which is comprised solely of independent directors .
- No related-party transactions above SEC thresholds since 2023; audit committee reviews and approves any related-party transactions per policy .
- Section 16(a) compliance: Company reported timely filings by directors in 2025; only former CEO Sealock had a late Form 4 filing (not Womack) .
-
Concerns/Red flags to monitor:
- Audit Committee composition includes an executive (Laun), who is not independent, alongside Womack and Flemming; this diverges from best-practice expectations for fully independent audit committees and warrants monitoring for Nasdaq compliance and effective oversight .
- Shareholder voting signal: Womack’s election received 3,421,447 Withheld votes versus 6,262,393 For, a notable withhold count early in tenure; continued investor engagement may be advisable .
-
Structural context:
- Independent non-executive Chairman (Flemming) leading the board; board risk oversight through audit and compensation committees; nominating/governance committee planned once additional independents are appointed .
- Board attendance disclosure applies to 2024 and indicates at least 75% attendance at formal meetings; Womack joined in 2025, and his individual attendance metrics are not disclosed in the 2025 proxy .
-
Equity incentives alignment:
- Post-Annual Meeting, Womack received a 150,000-share stock award, increasing his holdings to 233,334 shares; while vesting terms were not disclosed, increased ownership improves alignment with shareholders. Continued disclosure around vesting/performance conditions would strengthen pay-for-performance transparency .
Insider Trades (Form 4 Summary)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Ownership Type | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-11-07 | 2025-11-05 | Award (A) | 150,000 | $0 | 233,334 | Direct |
Note: The 2025 Annual Meeting approved expanding the 2020 Stock Plan share reserve to 4,000,000, consistent with subsequent award activity .