Johnny Dossey
About Johnny Dossey
Johnny Dossey (age 59) is a Class I director of Verde Clean Fuels (VGAS), appointed January 29, 2025 as the Cottonmouth Ventures director designee following Diamondback Energy’s $50 million PIPE investment; his term runs until the 2027 annual meeting . He is Vice President of Marketing at Diamondback Energy and has 30+ years of energy industry experience across E&P, refining and marketing; he holds a BBA in Management and an MBA from Texas Tech University . As a Cottonmouth designee, the Board does not classify him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamondback Energy (NASDAQ: FANG) | Vice President of Marketing | Feb 2022–present; led marketing & midstream since Sep 2018 | Commercial leadership across crude, gas, refined products |
| Concho Resources | Senior Marketing Advisor / Oil Marketing Manager | Not disclosed | Crude marketing, pipeline terminals |
| Western Refining; Montana Refining Company | Various leadership roles | Not disclosed | Refining and product sales |
| Calumet Specialty Product Partners (NASDAQ: CLMT) | Leadership roles | Not disclosed | Specialty products marketing |
| HF Sinclair (NYSE: DINO; formerly Holly Corp) | Leadership roles | Not disclosed | Crude/feedstock purchasing; refined products sales |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rawls College of Business (Texas Tech) | Executive Mentor Program – Mentor | Not disclosed | Industry engagement |
| Texas Tech University | Energy Commerce Advisory Council – Member | Not disclosed | Sector advisory participation |
Board Governance
- Board classification: Class I director; term expires at 2027 annual meeting .
- Independence: Not independent; appointed as Cottonmouth Ventures’ designee under the Charter; Cottonmouth retains rights while owning ≥10% voting power .
- Committee assignments: None; Audit Committee = St. Claire, Palmer (Chair), Hébert; Compensation Committee = Hulme, van’t Hoff (Chair), Siegler .
- Attendance baseline (context): In 2024, Board met 5x; each director attended ≥75% of Board/committee meetings; only Chairman attended 2024 annual meeting. Dossey was appointed in 2025, so 2024 attendance stats predate his tenure .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $70,000 per year | Paid quarterly; applies to all directors since April 2023 |
No cash meeting fees or separate cash committee chair fees disclosed; chair differentials provided via incremental option grants (see Performance Compensation) .
Performance Compensation
| Equity Award Feature | Base Director Grant | Chair Differentials | Strike | Vesting | Term |
|---|---|---|---|---|---|
| 2024 Director Options (Plan) | Options to purchase 57,014 shares per director | Chairman: +23,324 options (80,338 total) ; Audit Chair & “financial expert”: +10,366 (67,380 total) ; Comp Chair: +7,774 (64,788 total) | $5.99 per share | Vest on earlier of one-year anniversary of grant or date of annual meeting | 7 years |
Dossey’s appointment occurred Jan 29, 2025 and he is not included in the 2024 Director Compensation table; as of the 2025 record date, he had no options exercisable within 60 days .
Other Directorships & Interlocks
| Entity | Type | Role/Linkage | Governance Signal |
|---|---|---|---|
| Cottonmouth Ventures (wholly-owned by Diamondback Energy) | Strategic investor | $50M PIPE at $4.00/share closed Jan 29, 2025; Cottonmouth gained a Board designee (Dossey) and an observer (Chip Lewis) | Significant shareholder influence; designee status affects independence |
| VGAS–Cottonmouth Joint Development Agreement | Commercial agreement | JDA for Permian Basin gas-to-gasoline project; Cottonmouth reimburses 65% of approved development costs; $1.9M reimbursed by YE 2024 | Ongoing related-party exposure; oversight required |
| Diamondback Energy | Employer | Dossey is VP Marketing; Diamondback controls Cottonmouth; Cottonmouth beneficially owns 14.5M VGAS Class A shares (65.8%) | Interlock risk: executive at controlling investor’s parent |
Expertise & Qualifications
- 30+ years across E&P, midstream, refining/marketing; led commercial sales (crude, gas, refined products) and terminal operations .
- Senior marketing leadership and midstream coordination in Permian Basin context, aligning with VGAS’s natural gas-to-gasoline project focus .
- MBA and BBA from Texas Tech; industry and academic engagement via advisory/mentor roles .
Equity Ownership
| Holder | Shares Class A | % Class A | Shares Class C | % Class C | Notes |
|---|---|---|---|---|---|
| Johnny Dossey | — | — | — | — | No beneficial ownership listed as of Apr 24, 2025 |
| Options exercisable within 60 days (Dossey) | — | — | — | — | None listed as exercisable within 60 days |
| Policy on hedging/pledging | — | — | — | — | Hedging and pledging prohibited by Insider Trading Policy |
Governance Assessment
- Independence/committee effectiveness: Dossey is a non-independent director due to his Cottonmouth designee status; he does not sit on Audit or Compensation Committees, which mitigates direct influence over financial oversight and pay decisions .
- Related-party exposure: Material ongoing relationships with Cottonmouth/Diamondback via JDA and PIPE; Dossey’s executive role at Diamondback increases perceived conflict risk—necessitates robust Audit Committee review of contracts, reimbursements, and project economics .
- Board structure: VGAS is a “controlled company” but presently has a majority-independent Board; it avails of the exemption to permit a non-independent member (Siegler) on the Compensation Committee, warranting continued monitoring of compensation governance quality .
- Director pay alignment: Director equity is time-based options (no performance metrics), with chair differentials in option quantities; absence of performance hurdles reduces at-risk alignment, though strike pricing and vesting timing partially align incentives with shareholder value and tenure .
- Attendance signal: 2024 annual meeting attendance was limited (only Chairman attended); Dossey’s tenure began in 2025, but future annual meeting attendance should be monitored as an engagement indicator .
RED FLAGS
- Non-independence due to Cottonmouth designee status and Diamondback executive role; high potential for perceived conflicts on projects and strategic decisions .
- Significant shareholder concentration: Cottonmouth beneficial ownership (65.8% Class A) heightens control dynamics and potential minority shareholder concerns .
- Compensation governance: Use of controlled-company exemptions allowing non-independent member on Compensation Committee; maintain scrutiny of pay decisions and consultant independence if/when engaged .
Monitoring Recommendations
- Ensure Audit Committee rigor on all Cottonmouth/Diamondback transactions (JDA milestones, reimbursements, definitive project agreements) and disclose terms comprehensively .
- Confirm Dossey’s recusal on any Board votes involving Diamondback/Cottonmouth to mitigate conflicts (not explicitly stated; process governance should be verified in committee minutes/charters) .
- Track 2025–2026 director equity grants for Dossey to assess ownership alignment evolution; current disclosure shows no exercisable options within 60 days as of the record date .
Sources: VGAS 2025 DEF 14A (Apr 25, 2025) including director biographies, governance disclosures, director compensation program, and beneficial ownership tables .