James Blake
About James Blake
James H. Blake (age 57) is an independent Class II director of Trio Petroleum Corp., serving since October 2024; he is nominated for re‑election to a term expiring at the 2028 annual meeting . Blake holds a Bachelor of Commerce (1991) and is a Chartered Financial Analyst (CFA, 2003), with a career spanning investment advisory, portfolio management, and First Vice President roles overseeing large investment portfolios in the banking industry from 1995 to his retirement in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banking industry (various institutions) | Investment Advisor; Portfolio Manager; First Vice President overseeing a large portfolio | 1995–2024 | Led management of substantial investment portfolios |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy lists other public boards for nominees where applicable; none disclosed for Blake |
Board Governance
- Classification and tenure: Class II director; current term expires at the July 30, 2025 annual meeting, with nomination to serve through the 2028 meeting if re‑elected .
- Independence: Board determined Blake is “independent” under NYSE American rules; a majority of the Board is independent .
- Committees: Audit (Hunter, Pernice, Randall) ; Compensation (Pernice, Hunter) ; Nominating & Corporate Governance (Pernice, Randall) . Blake is not listed on any Board committee .
- Attendance: In FY2024, each director attended at least 75% of Board and applicable committee meetings; Blake joined in October 2024 within the fiscal year .
Fixed Compensation
| Component | FY2024 | Notes |
|---|---|---|
| Annual retainer (policy) | $50,000 | Expected annual retainer for non‑employee directors per policy |
| Committee membership fee (policy) | $10,000 per committee | Per policy; not applied to Blake in FY2024 as he is not listed on committees |
| Fees earned in cash (actual) | $0 | Reported FY2024 cash fees for Blake |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed |
Performance Compensation
| Grant Date | Award Type | Shares | Grant/Fair Value Recognized (FY2024) | Vesting Schedule | Vest Date |
|---|---|---|---|---|---|
| October 2024 | Restricted stock (RS) | 12,500 | $2,150 | Vests in full six months after grant date | April 21, 2025 |
- No performance metrics are disclosed for director equity awards; vesting is time‑based (as summarized for directors) .
- Change‑of‑control: The 2022 Equity Incentive Plan permits Board/Committee discretion to accelerate, cash‑out, substitute, or terminate awards on change‑of‑control; treatment may vary by participant and award type .
- Repricing: The plan permits option repricing without stockholder approval by mutual agreement, an investor‑unfriendly feature .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public boards or interlocks disclosed for Blake |
Expertise & Qualifications
- Finance and investment management expertise (portfolio management; First Vice President experience) .
- Chartered Financial Analyst (CFA) designation (2003) .
- Bachelor of Commerce (1991) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested vs. Unvested | Pledged/Hedged |
|---|---|---|---|---|
| James H. Blake | 12,500 | <1% | 12,500 RS vested April 21, 2025 | Not disclosed in the ownership table |
- Shares outstanding as of record date: 7,522,499 .
- Beneficial ownership is presented per SEC rules; Blake’s percentage is reported as less than 1% .
Governance Assessment
- Independence and credentials: Blake is an independent director with strong finance and investment credentials (CFA), supporting board financial literacy and oversight .
- Attendance and engagement: FY2024 attendance threshold (≥75%) met across directors; Blake joined late in FY2024 .
- Alignment: Blake holds 12,500 shares (<1%); alignment is present but modest relative to outstanding shares . Director stock ownership guidelines are not disclosed.
- Committee influence: As a newer director, Blake is not yet on audit, compensation, or nom‑gov committees, limiting direct committee‑level governance influence in the current configuration .
- Related‑party oversight: Company has multiple related‑party contexts (Trio LLC, Lafayette Energy) managed via special committees and audit committee review; Blake is not referenced in these transactions .
- Clawback and controls: Company maintains a compensation recovery (clawback) policy consistent with NYSE/NYSE American rules, primarily addressing executive incentive compensation .
RED FLAGS
- Equity plan allows option repricing without stockholder approval, which is a governance risk signal for investor alignment .
- Proposed “evergreen” share increase for the equity plan (up to 5% annually through 2031) introduces ongoing dilution risk; while intended for talent retention, investors should monitor share issuance discipline .
- Extensive related‑party transactions across the company (not involving Blake) increase governance complexity and require continued robust independent oversight and special committee rigor .
Positive Signals
- Independent status and finance qualification strengthen board oversight capacity .
- Documented special committee processes and audit committee review for related‑party items indicate governance mechanisms are in place .