John Randall

About John Randall

John Randall, age 82, has served as an independent director of Trio Petroleum Corp. (TPET) since November 2021 and is currently a Class I director whose term expires at the 2027 annual meeting. He holds BS and MS degrees in Geology from Southern Illinois University and is a registered professional geologist in California, Texas, Louisiana, and Mississippi, bringing deep subsurface and petroleum geology expertise to the Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Randall is independent under NYSE American rules .
• Committees: Audit Committee member; Nominating & Corporate Governance Committee member .
• Financial literacy: All Audit Committee members (including Randall) meet SEC/NYSE American financial literacy standards; Hunter is designated audit committee financial expert .
• Attendance: In FY2024 (year ended Oct 31, 2024), each director attended at least 75% of Board and committee meetings; similarly for FY2023 .
• Leadership structure and executive sessions: Guidelines provide for a Lead Director if the Chair is non‑independent; executive sessions are held as needed (FY2024) and regularly (FY2023) .

Fixed Compensation

Performance Compensation

• The 2022 Equity Incentive Plan permits performance awards, but director grants disclosed for Randall were time‑based restricted stock with short vesting periods, and no director‑specific performance metrics were disclosed. The plan allows performance awards and outlines vesting flexibility; however, directly reported director equity grants for Randall were not tied to specific operating/financial goals .

Other Directorships & Interlocks

• None disclosed for Randall; his biography lists operating and technical roles, not public board seats .
• Related‑party oversight: Randall served on special committees formed to evaluate and negotiate related‑party transactions involving Trio LLC and Lafayette Energy Corp (LEC), alongside other independent directors—mitigating potential conflicts through structured review .

Expertise & Qualifications

• Licensed petroleum geologist (CA, TX, LA, MS) with decades of field, basin, and operational leadership experience across Chevron and Freeport‑McMoRan; international operations experience in Kazakhstan (Tengiz). Academic credentials: BS/MS Geology (Southern Illinois University) .
• Audit committee member meeting financial literacy requirements; not designated as financial expert (Hunter holds that designation) .

Equity Ownership

• Pledging/hedging: No pledging arrangements are disclosed in the beneficial ownership section; proxy notes no arrangements (including pledges) that may result in a change in control, but does not specifically enumerate director‑level hedging policies .

Governance Assessment

• Strengths:

  • Independent director with robust industry and technical credentials; service on Audit and Nominating committees supports board effectiveness .
  • Attendance thresholds met (≥75%) in FY2024 and FY2023, indicating engagement .
  • Participation on special committees to evaluate related‑party transactions (Trio LLC, LEC) signals proactive conflict oversight .

• Watch items / red flags for investor confidence:

  • Equity plan repricing: The 2022 Plan permits stock option repricing without stockholder approval—a shareholder‑unfriendly feature and potential pay‑governance risk .
  • Share pool expansion and evergreen: Board proposed/approved large increases to the equity plan share reserve (to 2,500,000) and an evergreen provision adding up to 5% annually through 2031, which can drive dilution and pay inflation if not tightly governed .
  • Director equity grants are short‑vesting, time‑based rather than performance‑conditioned; absence of disclosed director performance metrics reduces explicit pay‑for‑performance linkage for board compensation .

• Compensation alignment observations:

  • Policy retainer is $50,000 plus $10,000 per committee; Randall’s FY2024 cash fees ($87,500) exceed the baseline policy, likely reflecting committee service and any authorized adjustments under the policy. Equity grants were modest but time‑vested (12,500 shares in Oct 2024), providing alignment via ownership albeit not performance‑conditioned .

• Independence and leadership structure:

  • Board guidelines allow for a Lead Director where the Chair is non‑independent; the proxy does not identify Randall in that role. Executive sessions are conducted, supporting independent oversight .

• Disclosure gaps:

  • No director stock ownership guidelines are disclosed; absence of such guidelines limits formalized ownership alignment expectations for directors .

Overall, Randall’s independent status, technical depth, and committee service underpin board effectiveness. Dilution‑related proposals (equity pool expansion and evergreen) and option repricing authority in the plan merit monitoring, as they are board‑level governance risks that can affect investor confidence, even if not attributable to Randall individually .