Abigail Allen
About Abigail M. Allen
Dr. Abigail M. Allen is an independent director of Zeo Energy Corp. and serves as Chair of the Audit Committee; the Board also designates her as an “audit committee financial expert.” She is a tenured associate professor of accounting at Brigham Young University’s Marriott School, holds a DBA from Harvard Business School and B.S./MAcc from the University of Southern California, and is a licensed CPA; prior roles include Lecturer at HBS and external auditor at Deloitte . She is age 41 as of June 6, 2025 . The Board has determined she is independent under Nasdaq rules , and she is one of the independent directors who participates in director nominations (the Board currently has no standing nominating committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Lecturer, Accounting & Management Unit | Prior to BYU | Academic role prior to BYU appointment |
| Deloitte | External Auditor | Prior to academia | External audit experience, foundation for financial expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brigham Young University (Marriott School) | Tenured Associate Professor of Accounting | Current | Research focuses on standard setting, governance, diversity; publications in top journals |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director under Nasdaq rules |
| Committee assignments | Audit Committee (Chair); committee members: Allen, James P. Benson, Mark M. Jacobs |
| Financial expertise | Designated Audit Committee Financial Expert (SEC definition) |
| Nominating function | No standing nominating committee; independent directors (including Allen) consider nominees |
| FY2024 meetings (Board) | Board met 4 times |
| FY2024 meetings (Audit) | Audit Committee met 6 times (Board Committees section) and 7 times (Audit Committee section) |
| FY2024 meetings (Comp) | Compensation Committee met 1 time |
| Attendance | Each director attended at least 75% of Board/committee meetings (FY2024) |
Note: The proxy discloses two counts for Audit Committee meetings in FY2024 (six vs. seven), an inconsistency that merits clarification with the company .
Fixed Compensation (Director Pay)
| Component (FY2024) | Amount/Detail |
|---|---|
| Annual cash retainer | $0 (“directors did not receive any other fees for their service in 2024”) |
| Committee/Chair/meeting fees | $0 (no other fees disclosed) |
| Equity grant | 10,000 Class A shares granted Sept 13, 2024 at $1.75 per share; grant-date fair value $17,500 |
| Options outstanding (12/31/2024) | None (no option awards outstanding; no unvested stock awards) |
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance-based equity (PSUs/options) | Not disclosed for directors; 2024 director compensation consisted solely of stock grants noted above |
| Performance metrics (director pay) | Not disclosed/applicable for directors |
| Clawback | All awards under 2024 Omnibus Plan may be subject to reduction/cancellation/recoupment per any adopted clawback policy or as required by law |
| Change-of-control tax/limitations | 280G golden parachute deductibility limitations described in plan tax section |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | The company biography lists academic and professional roles; no other public company directorships disclosed for Dr. Allen |
Expertise & Qualifications
- CPA; DBA (Harvard), B.S./MAcc (USC); academic research in accounting standard setting, corporate governance, and diversity; publications in JAE, JAR, Management Science, JLFA; media mentions in Forbes, HBR, Columbia Law Blue Sky, Institute for Truth in Accounting .
- Board-designated audit committee financial expert; meets Nasdaq financial sophistication requirements; experienced in financial reporting oversight .
Equity Ownership
| Holder | Class A Shares | % Class A | Class V Shares | % Class V | % Total Voting Power | As-of Date |
|---|---|---|---|---|---|---|
| Dr. Abigail M. Allen | 0 | — | 0 | — | — | June 6, 2025 |
- Insider filings: Initial Form 3 filed March 15, 2024 (reporting name “Allen Abigail M.”) indicated no securities owned at that time; no Form 4 buy/sell transactions retrieved in the specified period .
Insider Trades (Forms 3/4/5)
| Filing/Txn Date | Form | Transaction Type | Shares Transacted | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2024-03-15 (filed); 2024-03-13 (txn) | 3 | — | 0 | — | 0 |
Related-Party & Conflicts Context (Board Oversight)
- The proxy discloses significant related-party transactions tied to White Horse Energy (managed/owned by CEO Timothy Bridgewater) through third-party leasing companies that purchased ~$5.8 million of systems in Q1’24 and ~$19.0 million in 2023; as Audit Chair, Allen oversees related party review policies and auditor independence .
- The company has an Insider Trading Policy and code of ethics applicable to directors .
Compensation Committee Analysis (Structure)
| Item | Detail |
|---|---|
| Members | Neil Bush (Chair), James P. Benson, Mark M. Jacobs; all independent, non-employee directors |
| Meetings (FY2024) | 1 |
| Consultant use | Not disclosed |
Governance Assessment
Strengths
- Independent director serving as Audit Committee Chair and designated “financial expert,” with deep accounting and governance scholarship; this supports robust financial reporting oversight .
- Documented ≥75% attendance across Board/committees in FY2024; Board and committee structures operate under written charters; code of ethics and insider trading policy in place .
- Clawback framework described for awards under the 2024 Plan .
Watch items / RED FLAGS
- Audit Committee meeting count inconsistency in the same proxy (six vs. seven) suggests disclosure quality control issues that warrant follow-up with the company .
- No standing nominating committee; nominations handled by independent directors, including Allen; while permissible, some investors prefer a formal nominating/governance committee .
- Alignment risk: despite a 10,000-share grant in Sept 2024, beneficial ownership table shows Allen at 0 Class A and 0 Class V shares as of June 6, 2025; investors may seek clarity on current holdings and holding requirements, if any .
- Related-party transactions involving the CEO’s affiliated leasing entities create elevated oversight demands for the Audit Committee (which Allen chairs) .
- Section 16 reporting note: proxy flags certain late Form 3 filings (LHX, CFO, ESGEN LLC)—not about Allen, but indicative of broader governance processes to monitor .
Overall implication: Allen brings strong technical accounting and governance expertise and serves in a key gatekeeping role as Audit Chair and financial expert. Attention should focus on ensuring rigorous conflict review of related-party dealings, clarifying committee meeting disclosures, and improving director alignment transparency (ownership and any guidelines) to bolster investor confidence .