John A. Weinzierl
About John A. Weinzierl
Age 56; Independent Director and Chairman of the Board since January 2022. Founding partner of Katla Capital and founder/leader of Katla Energy Holdings LLC (founded 2016). Former CEO of Memorial Resource Development LLC and Memorial Production Partners LP (2011–2016; MEMP Chapter 11 filed Jan 2017 and closed May 2017), and former partner running Houston office at NGP Energy Capital Management (1999–2011). Licensed Professional Engineer (TX); B.S. in Petroleum Engineering and MBA from the University of Texas at Austin; prior engineering roles at Conoco with international assignments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Katla Capital | Founding Partner | Not disclosed (current) | Family office investing; private |
| Katla Energy Holdings LLC | Founder/Leader | 2016–present | Energy assets owner/investor |
| Memorial Resource Development LLC (and Memorial Production Partners LP) | Chief Executive Officer | Dec 2011–Sep 2016 | Led public listings; MEMP Chapter 11 (filed Jan 2017, closed May 2017) |
| NGP Energy Capital Management | Partner; ran Houston office | 1999–2011 | Sourced/executed upstream/midstream/OFS investments |
| Conoco, Inc. | Petroleum Engineer | Early career | Field and international project assignments |
External Roles
| Organization | Role | Public company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Company lists no other public company directorships for Weinzierl |
| University of Texas (Cockrell School of Engineering) | Member and former Chair, Engineering Advisory Board | No | Education/industry advisory |
| Episcopal High School (Houston) | Board of Trustees | No | Non-profit governance |
| St. Francis Episcopal Church Endowment Fund | President | No | Non-profit governance |
Board Governance
- Leadership structure: Separate Chair and CEO; Weinzierl serves as non-executive Chairman; Board believes structure enhances oversight and communication with management .
- Committees and roles (2025): Chairs Nominating & Governance; not on Audit or Compensation. 2024: he was not on any standing committee (assignment changed in 2025) .
- Independence: Board affirmatively determined Weinzierl is independent under Nasdaq rules; majority of Board is independent .
- Attendance: Board held 4 meetings in 2024; 100% attendance by all directors at Board and committee meetings. All directors attended the May 17, 2024 annual meeting (in person or by phone). Independent directors meet in executive session at least annually .
- Special committees: In June 2024, a Special Committee of independent directors (Keys, Slack, Denny, Batchelor; Keys as Chair) was formed to review a proposed related-party transaction with Synergy Offshore LLC (owned directly/indirectly by Weinzierl and King) .
Committee assignments snapshot
| Committee | 2024 Membership | 2025 Membership |
|---|---|---|
| Audit | Keys (Chair), Denny, Slack | Keys (Chair), Denny, Slack |
| Compensation | Slack (Chair), Keys, King | Slack (Chair), Keys |
| Nominating/Governance | Denny (Chair), Keys, Slack | Weinzierl (Chair), Denny, King |
Fixed Compensation (Director)
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Cash fees (retainers/chair fees) | $150,000 | $150,000 |
| Director compensation policy (effective Mar 19, 2024) | Annual cash: $75,000 per director; $150,000 for Chairman; Committee Chair adders: Audit $25,000; Compensation $16,000; Nominating & Governance $16,000 | Same policy; remains in effect |
Performance Compensation (Director Equity)
| Grant/Value | 2023 | 2024 | 2025 |
|---|---|---|---|
| Stock awards (grant-date fair value) | $225,000 (time-vested RS) | $121,200 (time-vested RS) | 80,000 RS granted Feb 14, 2025; vests 50% on Jul 1, 2025 and 50% on Jan 1, 2026 (time-vested; value not disclosed in proxy) |
| Unvested director RS at FY-end | 48,913 shares (as of 12/31/23) | 60,000 shares (as of 12/31/24) | — |
- Structure: Director equity is time-based restricted stock; no option awards or performance-vesting equity for directors disclosed for 2023–2024 .
- Clawback/anti-hedging: Company adopted SEC/Nasdaq-compliant clawback policy effective Oct 2, 2023; anti-hedging policy prohibits derivative transactions and short sales; pledging/margin only permitted with demonstrated ability to repay without resort to pledged shares .
Other Directorships & Interlocks
| Entity | Type | Relationship |
|---|---|---|
| Synergy Offshore LLC | Private (upstream/acreage) | Related party; Weinzierl ~60% beneficial owner; Company acquired assets from Synergy on Jan 7, 2025 (see Related-Party Transactions) |
| Katla Energy Holdings LLC | Private | Controlled by Weinzierl; holds substantial USEG shares under beneficial ownership table |
| Nominating & Voting Agreement | Governance agreement | Requires that, while Lubbock holds ≥5% and its appointee is Weinzierl, Sellers instruct appointees to vote to appoint him as Chairman; establishes nomination rights for Sellers based on ownership thresholds |
Expertise & Qualifications
- Deep upstream E&P operating, finance, and private equity experience (Conoco, MRD/MEMP CEO, NGP partner) .
- Licensed Professional Engineer (TX) with B.S. Petroleum Engineering and MBA (UT Austin) .
- Corporate governance and committee leadership experience; currently Chairs Nominating & Governance Committee .
Equity Ownership
| Measure | Latest |
|---|---|
| Total beneficial ownership (shares) | 9,876,284 |
| Ownership as % of outstanding | 27.5% (34,026,032 shares outstanding at 4/11/2025) |
| Direct/indirect components | John Alfred Weinzierl 2020 Trust: 3,124,893 (Weinzierl as trustee) ; Katla Energy Holdings LLC: 4,853,565 (controlled by Weinzierl) ; Synergy Offshore LLC: 1,400,000 held directly by Synergy; Weinzierl/Katla may be deemed beneficial owner via SPP member rights; disclaim beneficial ownership beyond pecuniary interest |
| Vested vs unvested | Includes 417,826 fully vested shares and 80,000 unvested RS (vesting 50% on Jul 1, 2025 and 50% on Jan 1, 2026) |
| Ownership guidelines | Company currently has no director/executive stock ownership policy |
| Hedging/pledging | Derivatives and short sales prohibited; pledging/margin only with clear ability to repay without using pledged shares |
Related-Party Transactions (Conflict Risk)
- Synergy Offshore acquisition (Jan 7, 2025): Company bought 24,000 net operated acres (Kevin Dome, Toole County, MT) from Synergy (controlled by Duane King and approximately 60% beneficially by Weinzierl). Consideration: $2.0M cash (adj.), 1,400,000 USEG shares, a carry on Synergy’s 20% retained interest until earlier of 78 months or $20M, 18% of cash realized from carbon sequestration benefit in AMI, and 18% of gain on first gas processing plant sale; a Special Committee of independent directors had been formed in June 2024 to evaluate the proposed transaction .
- Property Exchange (Apr 8, 2024): Weinzierl’s 2020 Trust exchanged a 33% LLC interest for 3,124,893 USEG shares held by WDM Family Partnership, LP (5%+ stockholder) .
- Nominating & Voting Agreement (Amended & Restated Sep 16, 2022): Grants Sellers nomination rights and, while Lubbock owns ≥5% and its appointee is Weinzierl, requires appointees to vote to appoint him as Chairman; sets independence and Disqualified Person protections .
- Share repurchase (Jan 27, 2025): Company repurchased an aggregate 635,400 shares from Banner/Woodford/Sage Road at $2.47775 per share; approved by disinterested Board and Audit Committee (independent directors) .
SAY-ON-PAY & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| May 16, 2025 | Advisory vote on NEO compensation | 8,197,095 | 305,486 | 70,012 | 12,834,054 |
| May 17, 2024 | Advisory vote on NEO compensation | 11,704,076 | 476,835 | 49,143 | 7,297,058 |
Director Compensation (detail)
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash (Chair retainer, fees) | $150,000 | $150,000 |
| Equity (RS grant-date fair value) | $225,000 | $121,200 |
| Total | $375,000 | $271,200 |
Policy: Effective March 19, 2024, non-exec director cash retainers: $75,000; Chairman $150,000; chair fees: Audit $25,000, Compensation $16,000, Nominating & Governance $16,000; plus long-term equity grants to each director and the Chairman .
Independence, Attendance & Engagement
- Independence affirmed for Weinzierl and other non-management directors under Nasdaq rules; all standing committees comprised solely of independent directors .
- Board activity: 4 meetings in 2024; 100% attendance on Board and committee meetings; all directors attended 2024 annual meeting .
- Executive sessions: Independent directors meet at least annually without management .
- Section 16(a) reporting: Company disclosed one late Form 4 for Weinzierl in 2023; timely compliance otherwise in 2024 .
Governance Assessment
- Strengths
- Active, independent committee structure; independent Special Committee formed to evaluate a related-party acquisition (mitigates conflict risk) .
- Clear separation of Chairman and CEO; 100% meeting attendance and annual meeting participation signal engagement .
- Adoption of SEC/Nasdaq-compliant clawback and strengthened anti-hedging/anti-pledging policies enhances investor protections .
- Risks / RED FLAGS
- Very high beneficial ownership (~27.5%) and control signals (Amended Nominating & Voting Agreement requires voting to appoint Weinzierl as Chair under certain ownership conditions) may entrench influence and raise independence optics concerns despite formal independence designation .
- Significant related-party exposure: 2025 Synergy transaction where Weinzierl is ~60% beneficial owner; non-standard consideration (share issuance, carried interest up to $20M/78 months, 18% carbon credit and plant sale upside) creates ongoing counterparty ties (mitigated by Special Committee process) .
- No director/executive stock ownership guidelines; while Weinzierl’s personal stake is large, lack of formal policy is a governance gap at company level .
- One late Section 16(a) filing in 2023 for Weinzierl (minor compliance lapse) .
Overall implication: Weinzierl brings deep sector expertise and strong engagement as Chair, but concentrated ownership, nomination rights, and the Synergy related-party deal warrant continued scrutiny of conflict management, independent oversight, and fairness processes. The Special Committee framework and independent votes are positives; investors should monitor execution of Synergy deal terms and any future transactions with affiliates .