Thomas Pernice
About Thomas J. Pernice
Independent director of Trio Petroleum Corp. since November 2021; age 62. Career spans U.S. federal policy, corporate advisory, and energy, including senior White House staff service, DOE advisory leadership, executive roles at Dole Food Company, and investment banking. Education: BA, Broadcast Journalism, University of Southern California. Board tenure: Director since November 2021; currently independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House (Presidential Appointee) | Senior White House staff; diplomatic representative to 92+ countries | 1984–1992 | Senior federal policy experience and international representation |
| Dole Food Company, Inc. | Executive Officer; member of Chairman’s Global Leadership Team | 1992–2000 | Large-cap operating and governance experience |
| Cappello Group | Partner and Managing Director | 2000–2004 | Investment/merchant banking leadership |
| U.S. Department of Energy | Senior Policy Advisor and Executive Director, Secretary of Energy Advisory Board | 2004–2006 | Energy policy and advisory governance |
| Modena Holding Corporation | President | 2000–present | Corporate and executive advisory services |
| The Abraham Group | Partner | 2007–present | International strategic consulting (energy focus) |
| Green Partners USA, LLC | Partner | 2007–present | Private equity real estate focused on green building |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Vaxanix Bio, Ltd | Executive Vice Chairman; Director; Officer | Since Dec 2023 | Biotech; private |
| Vaxanix Bio Acquisition Corp I | Director; Officer | Since Jan 2023 | SPAC entity; status not specified as public |
| Vaxanix Bio Acquisition Corps II–VIII | Director; Officer | Since Dec 2023 | Multiple SPAC entities; status not specified |
| DrillWaste Corp. | Director | Since Oct 2023 | Energy waste; private (name distinct from CEO’s “Drillwaste Solutions Corp.”) |
| D3 Energy Corporation | Director | Since 2022 | Energy; private |
| Panvaxal, LLC | Director | Since 2019 | Biotech; private |
| JMS Energy Impact Fund | Advisory Board | Since Oct 2023 | Energy investment advisory |
| IOCharge Corp | Advisory Board | Since Sep 2023 | Tech/energy; private |
Board Governance
- Classification and term: Class I director; Class I (Pernice and Randall) terms expire at the 2027 Annual Meeting .
- Independence: Board determined Pernice is independent under NYSE American rules .
- Committee assignments:
- Audit Committee member (Chair: William Hunter; members: Hunter, Pernice, Randall). All members independent and financially literate; Hunter designated audit committee financial expert .
- Compensation Committee Chair (members: Pernice (chair), Hunter) .
- Nominating & Corporate Governance Committee Chair (members: Pernice (chair), Randall) .
- Attendance and engagement: In FY2024, the Board met 4 times; Audit Committee met 2 times; Compensation and Nominating & Governance Committees did not meet. Each director attended at least 75% of Board and committee meetings while serving .
- Board leadership and executive sessions: If Chair is not independent, independent directors may elect a lead director; independent directors meet privately at least annually .
Fixed Compensation (Director)
| Component | Policy / Actual | Detail |
|---|---|---|
| Annual cash retainer | Policy: $50,000 | Non-employee director policy |
| Committee fees | Policy: +$10,000 per committee | No separate chair premium disclosed in policy |
| FY2024 Cash paid (Pernice) | $100,000 | Fees earned/paid in cash |
| Meeting fees | None disclosed | Not specified in policy |
Performance Compensation (Director Equity)
| Grant/Value | Award Type | Shares / Value | Vesting Terms |
|---|---|---|---|
| Sept 2023 | Restricted Shares | 5,000 | Vest in full on six-month anniversary of award date |
| Oct 2024 | Restricted Shares | 12,500 | Vest in full on three-month anniversary of award date |
| FY2024 Stock awards (value) | Aggregate | $45,961 | As reported for FY2024 |
No director stock option awards or performance-conditioned equity for directors are disclosed; director equity vests on short service-based schedules (3–6 months) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Pernice in the proxy biography; roles listed are private/unspecified as public .
- Compensation committee interlocks: None – no member of the compensation committee is a current/former officer or employee; no interlocks disclosed .
- Special committees for related-party oversight: Pernice serves on the “Lafayette Special Committee” (with Randall and Hunter) to evaluate/approve any transactions involving Lafayette Energy Corp. given management ties; such transactions are also reviewed by the Audit Committee .
- Trio LLC related-party oversight: A separate special committee (Ross, Randall, Hunter) handles Trio LLC-related transactions (Pernice not on that committee) .
Expertise & Qualifications
- Financial literacy and governance: Independent director; Audit Committee member; chairs both Compensation and Nominating & Governance Committees .
- Energy and policy depth: Former DOE Senior Policy Advisor/SEAB Executive Director; energy corporate governance and advisory experience .
- Capital markets and corporate advisory: Former Managing Director at Cappello Group; partner at The Abraham Group; President of Modena Holding Corporation .
- Education: BA, Broadcast Journalism, University of Southern California .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Thomas J. Pernice | 17,750 | <1% | Includes 12,500 restricted shares that vested Jan 21, 2025 |
Related-Party Exposure and Controls
- Trio LLC (operator of key assets) related-party arrangements exist due to overlapping personnel; a special committee (Ross, Randall, Hunter) manages such transactions; Audit Committee reviews per policy .
- Lafayette Energy Corp (LEC) overlaps with current/former TPET executives; a special committee including Pernice oversees potential TPET–LEC transactions; Audit Committee review also required .
Risk Indicators & Red Flags
- Committee activity gap: Compensation and Nominating & Governance Committees did not meet in FY2024 despite active equity program changes; may indicate process/oversight weakness. Each director nonetheless met the ≥75% attendance threshold .
- Equity plan design risk: The 2022 Equity Incentive Plan permits stock option repricing without shareholder approval, a governance-unfriendly feature; as Compensation Committee Chair, Pernice’s oversight will be scrutinized as the plan expands .
- Significant equity plan expansion/evergreen: Board is seeking to increase plan reserve to 2,500,000 shares and add a 5% annual evergreen through 2031; dilution concerns can affect investor confidence and elevate comp committee accountability .
- Prior legal proceedings disclosure: Pernice co-founded Gibraltar Associates, LLC (private), which entered receivership circa Sept 2014 (outside 10-year window for Item 401(f) except as disclosed); noted for completeness .
Governance Assessment
- Strengths:
- Broad policy and energy experience; independent status; service across all major board committees with chair roles in Compensation and Nominating & Governance .
- Active role on special committee overseeing related-party risks with LEC; Audit Committee backstop on related-party review .
- Watch items for investors:
- Concentration of committee leadership (Compensation and Nominating & Governance) in one director may stress bandwidth; combined with no FY2024 meetings for those committees, process rigor should be monitored .
- Director equity vests on short service-based schedules; limited performance linkage in director pay; FY2024 mix primarily cash plus modest stock award value .
- Plan-level features (repricing permitted; large reserve increase; evergreen) place added importance on Compensation Committee’s shareholder-alignment posture under Pernice’s chairmanship .