Todd Palin
About Todd Palin
Todd Palin (age 61) is an independent director of Sky Quarry Inc., appointed to the Board on February 25, 2025. His background includes decades as a commercial fisherman in Bristol Bay, Alaska (since 1977) and prior work as a production facility operator at BP (Dec 2006–Jul 2009) focusing on efficiency, safety, and compliance at Prudhoe Bay. The Board has determined Mr. Palin to be independent under Nasdaq and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP (Prudhoe Bay, Alaska) | Production facility operator | Dec 2006 – Jul 2009 | Oversaw operations to maintain oil and gas production with emphasis on efficiency, safety, and compliance |
| Commercial fishing operation (Bristol Bay, Alaska) | Commercial fisherman (operator) | 1977 – present | Long-time commercial fishing enterprise operator |
External Roles
- No other public company directorships are disclosed in Mr. Palin’s 2025 proxy biography.
Board Governance
- Board composition and leadership: Four directors; independent Chairman (Matthew Flemming).
- Independence: Board determined Matthew Flemming, Leo Womack, and Todd Palin are independent; Marcus Laun is not (executive officer).
- Committees (as of the proxy filing):
- Audit Committee: Matthew Flemming (Chair), Marcus Laun, Leo Womack; Mr. Palin is not listed as a member.
- Compensation Committee: Leo Womack (Chair), Matthew Flemming; Mr. Palin is not listed as a member.
- Nominating/Corporate Governance: The proxy states no standing nominating and corporate governance committee yet; however, an earlier 8-K (Jan 15, 2025) noted Mr. Womack’s appointment to such a committee.
- Board attendance: In FY2024, each director attended at least 75% of formal board meetings; Mr. Palin joined in 2025, so 2024 attendance data does not apply to him.
- 2025 shareholder vote results (election):
- Todd Palin was elected with 6,259,116 “For” and 3,424,724 “Withheld”; broker non-votes: 2,850,941.
Fixed Compensation
- The proxy does not disclose Mr. Palin’s 2025 director cash retainer or fees. For context, FY2024 director cash fees paid (before Mr. Palin joined) were:
- David Sealock: $61,500; Marcus Laun: $25,000; Matthew Flemming: $77,500.
| Director (FY2024) | Cash Fees ($) |
|---|---|
| David Sealock | 61,500 |
| Marcus Laun | 25,000 |
| Matthew Flemming | 77,500 |
Performance Compensation
- Director equity program: Equity awards are made under the 2020 Stock Plan (amended to 4,000,000 shares, subject to shareholder approval which passed on Nov 4, 2025). Instruments include stock options and restricted stock; terms require FMV-based pricing for ISOs, and awards can include vesting and performance conditions at the administrator’s discretion.
- Example of director equity grant in 2025 (illustrative of program usage):
- Leo Womack: 83,334 restricted shares vesting equally over 12 months upon joining the Board (Jan 10, 2025).
| Recipient | Instrument | Shares | Vesting | Grant/Appointment Date |
|---|---|---|---|---|
| Leo Womack | Restricted Stock | 83,334 | Equal monthly vesting over 12 months | Jan 10, 2025 |
No specific equity grant for Mr. Palin is described in the proxy; see Equity Ownership below for his beneficial holdings.
Other Directorships & Interlocks
- No current public company board roles or disclosed interlocks for Mr. Palin are presented in the proxy biography.
- Related-party transactions: The company reports no related party transactions since the beginning of FY2023 involving directors, officers, >5% holders or their affiliates (other than compensation).
Expertise & Qualifications
- Large-scale oil production operations and safety/compliance experience (BP Prudhoe Bay).
- Long-standing operator of a commercial fishing enterprise, bringing operational and small-business experience.
- Determined independent under Nasdaq/SEC standards.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Todd Palin (Director) | 83,334 | <1% | Based on 23,314,603 shares outstanding as of Sept 10, 2025 (record date). |
- Shares outstanding (record date for the 2025 Annual Meeting): 23,314,603.
- The proxy does not disclose any options or RSUs for Mr. Palin; beneficial ownership shown above reflects reported common shares.
- Insider Trading Policy exists; equity awards have transfer and hedging restrictions under the 2020 Stock Plan (e.g., limitations on transfers and “constructive sales” for award shares).
Governance Assessment
- Positives
- Independent director with relevant oilfield operations experience and a safety/compliance focus (BP tenure).
- Board has an independent Chairman and delineated risk oversight through Audit and Compensation Committees.
- Watch items
- Mr. Palin is not serving on Audit or Compensation Committees as of the proxy filing, limiting direct committee oversight exposure early in his tenure.
- Beneficial equity ownership is modest (<1%), which may limit alignment versus larger owner-directors, though equity ownership exists.
- Contextual governance signals for investors
- Shareholder approvals in Nov 2025 increased authorized shares to 2,000,000,000 and authorized a reverse stock split (1:2 to 1:25) to address Nasdaq bid-price deficiency; these actions increase potential dilution and reflect listing compliance pressures.
- Mr. Palin’s election vote detail (6,259,116 For; 3,424,724 Withheld; 2,850,941 broker non-votes) provides a baseline for tracking future investor support.
- RED FLAGS
- None disclosed for Mr. Palin regarding legal proceedings, related-party transactions, or pledging/hedging; company reports no related-party transactions since FY2023.