Gregory Overholtzer
About Gregory Overholtzer
Gregory L. Overholtzer is Chief Financial Officer of Trio Petroleum Corp. (TPET), serving since February 2022. He is 67 years old, holds a BA in Zoology and an MBA in Finance from the University of California, Berkeley, and previously held CFO and accounting leadership roles at public energy companies and consulting firms (Indonesia Energy Corp., Ravix Consulting Group, Resources Global Professionals, Pacific Energy Development) . TPET’s disclosures describe a pay-for-performance framework with annual cash bonus eligibility tied to Board-determined financial and operating objectives; specific performance metrics and TSR/financial outcomes are not disclosed for the CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pacific Energy Development (NYSE American: PED) | CFO, Chief Accounting Officer, Controller | 2012–2018 | Led finance and accounting at a public E&P company |
| Resources Global Professionals | Field Consultant | Dec 2018–Nov 2019 | Finance/operations consulting |
| Ravix Consulting Group | Consulting Director | Since Nov 2019 | Advisory/finance support |
| Indonesia Energy Corp. (NYSE American: INDO) | Part-time CFO | Since 2019 | Public energy company CFO responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indonesia Energy Corp. (NYSE American: INDO) | Part-time CFO | Since 2019 | External public-company CFO role; potential time/attention considerations |
| Ravix Consulting Group | Consulting Director | Since Nov 2019 | External advisory commitments |
Fixed Compensation
- Employment agreement (Feb 1, 2022–Dec 31, 2024): Base salary $60,000, increasing to $120,000 upon first public trading date; target annual bonus 50% of base; 100,000 RSUs granted with two-year vest; 25 vacation days; standard benefits . As disclosed in the Summary Compensation Table, actual salary recognized was $25,000 (FY2022), $85,000 (FY2023), and $90,000 (FY2024); no cash bonuses were paid in these years .
- Independent Contractor Agreement (effective Jan 1, 2025): Monthly fee of $12,500; initial one-year term with auto-renewal; termination by either party with 60 days’ notice, with Company obligated to pay fees for the 60-day period if it terminates early; reimbursement of pre-approved expenses .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $25,000 | $85,000 | $90,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $6,175 | — | $14,136 |
| Total ($) | $31,173 | $85,000 | $104,136 |
- Severance: Employment agreement provided 12 months of base salary continuation upon termination without cause, contingent on a release; arbitration in San Jose, CA; confidentiality, non-solicit, and non-compete agreements required . Under the IC Agreement, the Company owes up to 60 days of fees if it accelerates termination within the notice window .
Performance Compensation
- Annual cash incentive: Target 50% of base salary; determination by Board based on Company and individual objectives; no specific metric weighting or targets disclosed for the CFO; no bonus paid in FY2022–FY2024 .
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Board-determined financial/operating objectives | Not disclosed | 50% of base salary | Not disclosed; none paid FY2022–FY2024 | $0 FY2022–FY2024 | N/A |
- Equity awards:
- 100,000 RSUs granted in 2022; vesting schedule: 25,000 upon earlier of three months after IPO or six months after grant, remainder in equal tranches every six months; final 25,000 vested on Feb 1, 2024 .
- 10,000 RSUs/restricted stock awarded Oct 21, 2024; six-month cliff vest; vested on Apr 21, 2025; market/payout value of these unearned awards was $31,300 as of Oct 31, 2024 .
| Grant Date | Type | Shares | Grant Fair Value ($) | Vesting | Status |
|---|---|---|---|---|---|
| 2022 (per employment agreement) | RSUs | 100,000 | Reported stock awards $6,175 (FY2022) | 25,000 at earlier of 3 months post-IPO or 6 months post-grant; remaining in equal 6-month tranches; final vest Feb 1, 2024 | Fully vested by Feb 1, 2024 |
| Oct 21, 2024 | RSUs / Restricted Stock | 10,000 | Market/payout value $31,300 at 10/31/2024 | 6-month cliff; vested Apr 21, 2025 | Vested Apr 21, 2025 |
- Plan features (risk flags): The 2022 Equity Incentive Plan permits stock option repricing without shareholder approval by mutual agreement; awards may be accelerated, canceled, or substituted upon Change in Control at Board discretion .
Equity Ownership & Alignment
- Beneficial ownership (as of June 2, 2025): 15,000 shares owned; reported as less than 1% of outstanding; includes 10,000 restricted stock that vested on Apr 21, 2025 .
- Outstanding/vested vs unvested:
- As of Oct 31, 2024: 10,000 unearned RSUs; market/payout value $31,300 .
- As of Apr 21, 2025: those 10,000 vested and included in beneficial holdings .
| Date | Direct/Indirect Shares | % of Shares Outstanding | Vested vs Unvested | Notes |
|---|---|---|---|---|
| Jun 2, 2025 | 15,000 | <1% | 10,000 vested on Apr 21, 2025 | Beneficial ownership table footnote confirms vest |
| Oct 31, 2024 | — | — | 10,000 unearned; value $31,300 | Appears as unvested RSUs/restricted stock as of FY-end |
- Pledging/hedging: Beneficial ownership section states no arrangement, including any pledge, the operation of which may result in a change in control; no pledging red flags noted for Overholtzer .
- Ownership guidelines: Not disclosed.
Note: TPET effected a 1-for-20 reverse stock split on Nov 14, 2024, which impacts year-over-year share counts and per-share amounts . Shares outstanding: 50,328,328 (June 18, 2024, pre-split) and 7,522,499 (June 2, 2025, post-split) .
Employment Terms
| Agreement | Effective Dates | Compensation | Bonus Eligibility | Equity | Severance/Termination | Restrictive Covenants | Other |
|---|---|---|---|---|---|---|---|
| Employment Agreement | Feb 1, 2022 – Dec 31, 2024 | Base $60,000; increases to $120,000 upon first public trading; standard benefits | Target 50% of base; Board-determined objectives | 100,000 RSUs; two-year vest (6-month initial tranche; semi-annual thereafter) | 12 months base continuation if terminated without cause (with release); arbitration in San Jose, CA | Confidentiality; Non-solicit; Non-compete | 25 vacation days; expense reimbursement |
| Independent Contractor Agreement | Jan 1, 2025 – Dec 31, 2025 (auto-renew) | $12,500 monthly fee; expense reimbursement | None disclosed | None disclosed; continued CFO services | 60 days’ notice; Company can pay fees for 60-day period if ending earlier; termination right if fees unpaid | 2-year non-solicitation; confidentiality; insider trading provisions; IP assignment | Services performed in California |
Compensation Structure Analysis
- Shift to contractor model: Overholtzer transitioned from employee to independent contractor effective Jan 1, 2025, replacing fixed salary with monthly fee; this affects severance economics (shorter tail under IC vs 12 months under employment) and may alter retention incentives .
- Cash vs equity mix: FY2022 included modest stock awards ($6,175) and lower salary; FY2023–FY2024 compensation tilted more to cash salary ($85,000; $90,000) with smaller equity awards (FY2024 $14,136). No cash bonuses paid in FY2022–FY2024 .
- Plan risk mechanics: The 2022 Plan allows repricing without shareholder approval (potential shareholder-unfriendly feature) and discretionary treatment of awards upon Change in Control .
Related Party Transactions and Governance
- Overholtzer is also CFO of Lafayette Energy Corp. (LEC). TPET and LEC both have interests in the Asphalt Ridge asset; related-party oversight is handled by special committees and Audit Committee per TPET’s policy .
- Section 16 compliance: Officers and directors complied with all Section 16(a) filing requirements in FY2024 (company-wide statement) .
- Legal proceedings: TPET reports no involvement of executive officers in specified legal proceedings in the past ten years (exception disclosed for another director; no exception for Overholtzer) .
- Clawback: Compensation Recovery Policy adopted per NYSE/NYSE American rules; recoupment covers erroneously awarded incentive compensation due to financial restatements over the prior three fiscal years .
Investment Implications
- Retention risk and pay alignment: The move to an IC agreement (monthly fee, 60-day notice) reduces severance protections and could increase turnover risk near financing or audit events; bonus remains discretionary with no disclosed metrics, limiting visibility into pay-for-performance alignment for the CFO .
- Equity and selling pressure: A 10,000-share award vested on Apr 21, 2025, potentially adding to near-term sellable float; no pledging noted, and overall holdings are small (<1%), limiting alignment yet also limiting overhang .
- Plan governance: Repricing without shareholder approval and flexible Change-in-Control treatment are red flags for incentive integrity; monitor future equity grant cadence and any plan amendments (evergreen feature proposed/approved) for dilution implications .
Key disclosed facts are drawn from TPET’s DEF 14A proxy statements (2024, 2025) and relevant 8-Ks. Where specific metrics (TSR, revenue/EBITDA growth, bonus metrics) are not disclosed, they are omitted per smaller reporting company disclosure scope.
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