Marcus Laun
About Marcus Laun
Marcus Laun (age 57) is Interim Chief Executive Officer, President, Interim Chief Financial Officer, Executive Vice President, and Director of Sky Quarry (SKYQ). He has served on the board since January 2020, became President and Interim CFO on August 12, 2025, and Interim CEO on August 28, 2025 . Laun holds a B.S. in Hotel Management from Cornell University and an MBA from Columbia University . Company performance deteriorated in 2024: net sales declined 53.9% to $23.4M and gross margin turned negative (-6.0%), with a net loss of $14.7M; auditors raised substantial doubt about going concern and management disclosed ~$8.24M of past-due debt at year-end .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GrowthCircle.com | Chief Executive Officer | Since May 2013 | Media production/distribution leadership; founder/operator experience |
| Geopulse Exploration Inc. | Chief Executive Officer | Since Aug 2017 | Energy and resource sector leadership |
| NetCents Technology Inc. | VP Corporate Finance | Apr–Dec 2020 | Corporate finance execution during fintech role |
| Knight Capital Group | Managing Director | Not disclosed | Managed financing syndicates >$300M; capital markets expertise |
| Digital Development Group (advisor) | Senior Advisor | Not disclosed | Media distribution platform with 10,000+ titles; content/distribution knowledge |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various (solar, wind, oil & gas, alternative fuels) | Advisor/Capital-raising | Not disclosed | Sector financing/advisory across energy verticals |
| Organic food brand company | Investor/Advisor | Not disclosed | Involvement in brand that sold for ~$250M (as advisor/investor) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary actually paid ($) | 178,125 | 206,250 |
| Employment agreement base salary ($) | 225,000 (increased May 2022) | 225,000 (agreement base; actual paid above) |
| Bonus (target/actual) | Not disclosed | Not disclosed |
| Director fees ($) | Not disclosed | 25,000 (board fees separate from NEO salary) |
Notes:
- Employment agreement dated March 15, 2020; base salary initially $120,000, increased to $225,000 in May 2022; eligible for annual bonus based on goals set by the board committee; indefinite term .
Performance Compensation
| Component | FY 2023 | FY 2024 | Terms |
|---|---|---|---|
| Stock options – grant date fair value ($) | 162,981 | — | Awards under 2020 Plan; company plan allows options/RS and potential acceleration upon change-of-control at administrator’s discretion |
| Cash bonus | Not disclosed | Not disclosed | Annual bonus eligibility per agreement; metrics not specified |
No specific annual incentive performance metrics, weightings, or payout curves were disclosed for Laun.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,347,334 shares (5.8% of outstanding) as of Sep 10, 2025 |
| Composition | 1,291,778 shares held directly; 55,556 shares acquirable within 60 days via options |
| Options outstanding (12/31/2024) | 27,778 exercisable; 55,556 unexercisable; strike $4.80; expiration 10/14/2028 |
| Ownership guidelines | Not disclosed |
| Pledging/hedging | Insider Trading Policy adopted; no specific pledging/hedging disclosure for Laun |
| In/Out-of-the-money status | SKYQ closing price $0.70 on Mar 24, 2025 and $0.4847 on Sep 15, 2025; $4.80 strike options appear out-of-the-money on these dates |
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | March 15, 2020 |
| Base salary | $225,000 per year (since May 2022); reviewed annually |
| Bonus | Eligible; goals set by board committee; metrics not disclosed |
| Severance | Up to 24 months of base salary if terminated without cause |
| Change-of-control | 2020 Plan permits administrator to provide for acceleration terms upon change-of-control; no individual CoC multiple or trigger disclosed for Laun |
| Term | Indefinite |
| Non-compete/Non-solicit | Not disclosed |
| Clawback | Not disclosed (general code of ethics and insider trading policy disclosed) |
Board Governance
| Attribute | Detail |
|---|---|
| Board tenure | Director since January 2020 |
| Independence | Not independent (executive officer) |
| Committees | Audit Committee member (Audit: Flemming—Chair, Laun, Womack) |
| Compensation Committee | Not a member (Womack—Chair; Flemming) |
| Board leadership | Independent Chairman (Matthew Flemming) |
| Meeting attendance | All directors attended ≥75% of formal meetings in 2024 |
| Director fees | $25,000 in 2024 |
Dual-role implications:
- Laun is Interim CEO/President/Interim CFO and a director, and he serves on the Audit Committee while not independent—heightening independence and oversight concerns; the board cites an independent Chairman to mitigate conflicts .
Risk Indicators & Context
- Going concern: Auditors cited substantial doubt; accumulated deficit ~$23.97M and negative operating cash flow in 2024 .
- Past-due debt and creditor risk: ~$8.24M of debt past due; lenders LendSpark and Libertas could foreclose on Foreland assets (core revenue source) .
- Nasdaq bid-price deficiency and corporate actions: Company received bid-price deficiency notice (March 2025) and sought authorization to (1) increase authorized common shares to 2.0B (from 100M) and (2) effect a reverse split (1:2 to 1:25) to maintain listing .
- Equity plan overhang: Proposal to increase 2020 Stock Plan pool from 1,666,667 to 4,000,000 shares (no shares available at time of proxy) .
Director & Executive Compensation (select multi-year)
| Name | Year | Salary ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Marcus Laun (Interim CEO/Pres/Interim CFO/EVP) | 2023 | 178,125 | 162,981 | 341,106 |
| Marcus Laun (Interim CEO/Pres/Interim CFO/EVP) | 2024 | 206,250 | — | 206,250 |
| Director fees – Marcus Laun | 2024 | 25,000 | — | 25,000 |
Equity Awards Outstanding (as of FY-end 2024)
| Holder | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Marcus Laun | 27,778 | 55,556 | 4.80 | 10/14/2028 |
Ownership Snapshot (Record Date: Sep 10, 2025)
| Holder | Shares | % of Outstanding |
|---|---|---|
| Marcus Laun | 1,347,334 (incl. 55,556 options exercisable within 60 days) | 5.8% |
Performance & Track Record
- 2024 results: Net sales $23.4M; cost of goods sold $24.76M; gross loss $(1.40)M; net loss $(14.73)M; interest expense $6.52M; significant warrant-related accounting charges . Company attributes revenue decline to refinery downtime and lower product pricing; plans focus on higher crude purchases to drive volumes .
- Liquidity actions: Refinery upgrades (~$0.69M capex and ~$0.77M one-time costs) to improve capacity; plan to complete PR Spring retrofit requiring $3.5–$4.0M additional capital .
- Capital structure: Multiple high-cost merchant cash advances (effective rates 58–68%) and asset-based facilities; management negotiating with creditors while seeking equity/debt financing .
Compensation Structure Analysis
- Mix shift: Laun’s 2023 compensation included a material option award ($162,981), while 2024 shows salary only—suggesting reduced equity grants amid capital constraints and plan share availability (proxy states no shares available under plan at time of filing) .
- At-risk pay linkage: Bonus eligibility is disclosed, but no quantitative performance metrics/weightings were provided; pay-for-performance transparency is limited .
- Potential future dilution: Board sought a 1900% increase in authorized shares and an increase to the equity plan share pool, which can elevate equity-based comp capacity and dilution overhang .
Employment Contracts, Severance, and CoC Economics
- Severance multiple: Up to 24 months of base salary upon termination without cause .
- CoC treatment: Plan documentation allows the administrator to include change-of-control acceleration; no individual double/single-trigger detail for Laun disclosed .
- Clawback and tax gross-ups: Not disclosed .
Board Service History and Committee Roles
- Director since January 2020; Audit Committee member (with independent chair of the committee), not independent; independent board chair structure in place .
- 2024 attendance: At least 75% participation across members, implying regular engagement .
Investment Implications
- Alignment vs. independence: Laun’s 5.8% stake meaningfully aligns equity incentives, but concurrent executive roles (Interim CEO/President/Interim CFO) and Audit Committee membership while non‑independent present governance and oversight risks despite the presence of an independent Chair .
- Retention economics: A severance of up to 24 months base salary provides retention ballast but also increases termination costs for shareholders; absence of disclosed performance gates for severance/coC acceleration limits pay-for-performance conditioning .
- Selling pressure/dilution watch: Board’s push to increase authorized shares to 2.0B and reverse-split authority, combined with heavy reliance on equity-linked financing and high-cost debt, point to continued dilution and potential insider liquidity events; options at $4.80 are currently out-of-the-money given sub-$1 trading levels in 2025, reducing near-term option exercise pressure but heightening incentive to reprice or issue new equity if plan approved .
- Execution risk: 2024 operating losses, going concern qualification, and past-due debt secured by operating assets elevate downside risk; successful refinancing, PR Spring retrofit completion, and refinery throughput increases are key levers for improvement under Laun’s leadership .
All information above is sourced from Sky Quarry’s 2025 DEF 14A (filed Sep 17, 2025) , 2024 Form 10-K (filed Mar 31, 2025) , and related 8-Ks .