Robin Ross

About Robin Ross

Robin Ross (age 62) is TPET’s Chief Executive Officer since July 11, 2024 and Chairman/director since June 2024; he previously served as a director from August 2021 to May 2023 and is a co‑founder of the company (July 2021) . His employment agreement provides a $300,000 base salary, a discretionary annual bonus targeted at up to 100% of base, and equity awards with time‑based vesting; severance is 12 months of base salary if terminated without cause, with non‑compete and non‑solicit covenants . Recent operating trends during his tenure show small but rising revenue with improving (though still negative) EBITDA; see the table below. TPET’s board classifies Ross as non‑independent; a lead director structure is available when the chairman is not independent .

Operating performance (last six quarters)

Asterisk indicates values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

• Base salary: $300,000 per year; benefits and 25 vacation days; reimbursement of reasonable business/travel expenses .
• Annual bonus: Discretionary, targeted at up to 100% of base salary; determined by the Board/Comp Committee based on objectives such as acquiring accretive projects and increasing market capitalization; paid by March 15 following the year .

Summary Compensation (FY 2024)

Performance Compensation

• Equity awards:
  • 100,000 restricted shares (CEO grant): 25% vest on January 9, 2025; remainder vest in equal tranches every three months thereafter, subject to Continuous Service .
  • 50,000 RSUs (Chairman grant): awarded June 20, 2024 (22,500) and post‑August 15, 2024 (27,500) following plan share increase; time‑based vesting with 25% after ~six months and quarterly thereafter; a 12,500‑share RSU tranche was slated to vest within 60 days after January 15, 2025 .

Incentive detail

Equity Ownership & Alignment

• Beneficial ownership: 150,000 shares (1.99% of 7,522,499 outstanding as of June 2, 2025) .
• Outstanding awards at FY 2024 year‑end: 150,000 unearned equity units, payout value $557,850 (time‑based vesting) .
• Pledging/hedging: No pledging arrangements disclosed in the beneficial ownership section and no arrangements noted that could result in a change in control .

Beneficial ownership

Outstanding Equity Awards (as of Oct 31, 2024)

Employment Terms

• Term: Employment agreement effective July 11, 2024; term ending December 31, 2026, auto‑renew for one‑year terms .
• Severance: If terminated without Cause and upon signing a release, 12 months of base salary continuation after separation .
• Notice/resignation: Ross may resign on 90 days’ written notice .
• Non‑compete/non‑solicit: 12‑month non‑compete; non‑solicit of employees and customers per restrictive covenants .
• Arbitration/governing law: Delaware governing law; arbitration in San Jose, CA; FAA governs arbitration .
• Clawback policy: Company has adopted a compensation recovery policy consistent with NYSE/NYSE American rules .
• Change‑in‑control (Plan level): Board/Committee may accelerate, substitute, cancel for cash, or otherwise modify awards upon a Change in Control; no automatic single/double‑trigger specified in the plan .

Board Governance

• Roles: Chairman and CEO; not independent under NYSE American rules .
• Committees: Audit (Hunter—chair, Pernice, Randall), Compensation (Pernice—chair, Hunter), Nominating & Corporate Governance (Pernice—chair, Randall); all committee members are independent under applicable rules .
• Lead director framework: If the chairman is a member of management or not independent, independent directors may elect a lead director with specified responsibilities .
• Board activity/attendance: FY 2024—Board met four times; audit committee met twice; compensation and nominating committees did not meet; directors attended ≥75% of meetings while serving; Ross resigned in May 2023 and was re‑appointed in June 2024 .

Director Compensation (for non‑employee directors; Ross is a management director)

• Program: Annual retainer $50,000 plus $10,000 per committee; stock awards are used; subject to annual plan limits; board may modify from time to time .
• FY 2024 non‑employee director comp (examples): John Randall $87,500 cash + $45,961 stock; Pernice $100,000 cash + $45,961 stock; Hunter $87,500 cash + $45,961 stock; Blake $2,150 stock .

Related Party Transactions and Governance Safeguards

• Trio LLC relationships and Lafayette Energy Corp (LEC) interlocks led to formation of special board committees to evaluate and negotiate related party transactions; audit committee reviews/approves related party transactions .
• McCool Ranch and Asphalt Ridge option agreements include special committee oversight and third‑party valuations (KLSP) .

Performance & Track Record

• Strategic focus from press release upon appointment: increase production and cash flow across assets (McCool Ranch, Presidents Field, Asphalt Ridge), and pursue attractive asset additions; two wells drilled/completed at Asphalt Ridge with heat treatment initiated .
• Signature filings show Ross executing and signing registration statements as CEO/director (S‑3/A, S‑1/A) .

Compensation Structure Analysis

• Mix shift to time‑based equity (RS/RSUs) with quarterly vesting tranches suggests retention emphasis; vesting events in 2025 could create incremental float and potential insider selling pressure windows absent trading restrictions .
• Discretionary bonus linked to qualitative goals (accretive projects/market cap), indicating higher board discretion rather than formulaic financial metrics; FY 2024 saw a partial bonus payout ($70,639) despite negative EBITDA, highlighting discretion .
• Plan permits option repricing without stockholder approval (red flag under some governance frameworks) .

Risk Indicators & Red Flags

• Dual role CEO + Chairman with non‑independent status; mitigated by independent committees and potential lead director structure .
• Related party exposures (Trio LLC, LEC) under special committee oversight; ongoing governance attention required .
• No disclosed legal proceedings for Ross; company has clawback policy .

Investment Implications

• Alignment: Ross holds 1.99% of shares and has substantial time‑based equity vesting, aligning incentives with share price and continuity; quarterly vesting tranches create predictable unlocks that could add supply to the float .
• Retention: 12‑month non‑compete/non‑solicit and severance support retention and orderly transitions; arbitration framework may streamline dispute resolution .
• Governance: CEO/Chairman dual role raises independence concerns; independent committee structure and potential lead director mitigate but do not eliminate risk; monitor special committee handling of related party transactions for fairness and disclosure quality .
• Trading signals: Upcoming or historical vesting dates (e.g., initial 25% restricted stock vest Jan 9, 2025 and quarterly thereafter) can be catalysts for insider Form 4 activity; watch filings to gauge selling pressure vs. continued holding .

Values retrieved from S&P Global for asterisked financials.