William Hunter
About William Hunter
William J. Hunter (age 56) has served as an independent director of Trio Petroleum Corp. since July 2022. He is a seasoned finance and operating executive with prior roles as Managing Partner at Hunter Resources LLC, President/CFO/Director at Advent Technologies post-merger with AMCI Acquisition Corp., and Managing Director in Nomura Securities’ Industrial Group; he holds a B.Sc. and an MBA with distinction from DePaul University’s Kellstadt School of Business . Hunter is the Board’s designated audit committee financial expert and currently chairs the Audit Committee; he also sits on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunter Resources LLC | Managing Partner | 2015–2022 | Strategic and financial consulting leadership |
| Advent Technologies (post-merger with AMCI Acquisition Corp.) | President, CFO, Director | 2017–2021 | Oversight of finance and operations post-SPAC combination |
| Nomura Securities | Managing Director, Industrial Group | 2013–2015 | Coverage leadership in Industrials investment banking |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Tonogold Resources (OTC: TNGL) | Director | Since 2022 | Current public company directorship |
| American Battery Technology Corporation | Director | 2016–2022 | Former public company directorship |
Board Governance
- Independence: The Board determined William Hunter is “independent” under NYSE American rules .
- Committees: Hunter chairs the Audit Committee (members: Hunter, Thomas J. Pernice, John Randall) and serves on the Compensation Committee (chair: Pernice; members: Pernice, Hunter). He is deemed the audit committee financial expert and financially sophisticated under SEC/NYSE American rules .
- Attendance: In FY2024, the Board met 4 times and the Audit Committee met 2 times; each director attended at least 75% of Board and committee meetings while serving .
- Executive sessions: Non-management/independent directors hold executive sessions at least annually; additional sessions as needed .
- Classified board: Hunter is a Class II director; Class II terms expire at the 2025 Annual Meeting (up for re-election in 2025 proxy) and, if re-elected, at the 2028 Annual Meeting .
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Cash fees (Annual retainer + committee fees) | $31,538 | $87,500 | Company policy: $50,000 annual retainer + $10,000 per committee membership; Board may adjust policy over time . |
Performance Compensation
| Equity Award | Grant Date | Number of Shares | Vesting | Reported Fair Value |
|---|---|---|---|---|
| Restricted Stock | Sep 2023 | 5,000 (post-split equivalent) | Vests in full 6 months after grant | Included within FY2023 program; no individual fair value disclosed for Hunter in FY2023 table (stock awards $0) |
| Restricted Stock | Oct 21, 2024 | 12,500 (post-split equivalent) | Vests in full 3 months after grant | $45,961 stock awards reported for FY2024 |
- Performance metrics: Director equity grants (restricted stock/RSUs) vest time-based; no director-specific performance metrics disclosed. The 2022 Plan permits performance awards with administrator-selected criteria and allows adjustments; but no performance targets are tied to Hunter’s director grants .
Other Directorships & Interlocks
| Relationship | Description | Governance Handling |
|---|---|---|
| Special Committee – Trio LLC transactions | Hunter served on a special committee with Robin Ross and John Randall to evaluate and negotiate related-party transactions with Trio LLC (operator and affiliated with certain TPET insiders) . | Transactions reviewed by special committee and Audit Committee per Related Person Transaction Policy . |
| Special Committee – Lafayette Energy Corp (LEC) transactions | Hunter served on a special committee with Thomas J. Pernice and John Randall for potential related-party transactions with LEC (current/former management connections and overlapping interests at Asphalt Ridge) . | Special committee evaluation; Audit Committee approval required; third-party expert valuations engaged . |
Expertise & Qualifications
- Audit committee financial expert and financially sophisticated under SEC/NYSE American definitions .
- Extensive finance and operating experience across consulting, public company leadership, and investment banking .
- Education: B.Sc. and MBA with distinction (DePaul University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William J. Hunter | 28,000 | <1% | Includes 12,500 restricted shares granted Oct 2024 that vested on Jan 21, 2025 . |
Governance Assessment
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Positives:
- Independent director with deep finance background; designated audit committee financial expert; chairs Audit Committee and serves on Compensation Committee .
- Formal oversight of related-party transactions through special committees and Audit Committee review, with use of third-party valuations; presence of clawback policy for executive incentive compensation (NYSE/NYSE American compliant) .
- Consistent attendance (≥75%) across Board and committee meetings in FY2024 .
-
Watch items / potential red flags:
- Equity plan features: board-authorized equity pool increase to 2,500,000 shares (~33% of shares outstanding), and evergreen feature adding up to 5% annually through Nov 1, 2031, increasing dilution risk; plan allows option repricing without stockholder approval .
- Capital structure actions: a 1-for-20 reverse split was effected Nov 14, 2024, followed by proposals to reduce authorized shares; reverse split and frequent equity program amendments may signal reliance on equity financing and potential dilution .
- Related-party landscape: multiple transactions/potential deals with Trio LLC and LEC necessitate continued rigorous committee and audit oversight to mitigate conflicts .
Overall, Hunter’s committee leadership and financial expertise support board effectiveness, especially around financial reporting and related-party oversight, while equity plan features (repricing, evergreen) and dilution scale warrant investor monitoring of compensation governance and capital allocation .