Mark Jacobs
About Mark M. Jacobs
Mark M. Jacobs is an independent director of Zeo Energy Corp. (ZEO), age 63 as of June 6, 2025. He brings 30+ years of executive management and investment banking experience across energy, including CEO/President/Director roles at Reliant Energy (Fortune 500) and President/COO/Director at GenOn Energy after a merger-of-equals with Mirant in 2010; earlier he was CFO of Reliant and a Managing Director in Goldman Sachs’ Natural Resources and M&A groups. He holds a B.B.A. from Southern Methodist University and a Master of Management from Northwestern University’s Kellogg School of Management. The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Reliant Energy (public) | CEO, President, Director; previously CFO | Tenure not dated; led during Hurricane Ike and 2008 crisis; earlier recruited in 2002 as CFO | Led $6.2B debt restructuring averting bankruptcy; repositioned for competitive markets |
| GenOn Energy (public; formed from Reliant–Mirant merger) | President, COO, Director | Following 2010 merger-of-equals | Leadership at largest competitive generator in the U.S. |
| Goldman Sachs & Co. | Managing Director, Natural Resources & M&A | Not disclosed | Strategic advice on M&A and capital markets to large public/private energy companies |
External Roles
| Organization/Type | Role | Tenure/Timing | Notes |
|---|---|---|---|
| Energy industry/private companies | Independent outside consultant | Since retirement (not dated) | Focus on change-in-control situations |
| Non-profit organizations | Board Chair (multiple) | Not disclosed | Serves as board chair for a number of non-profits |
Board Governance
- Independence: Board determined Mark M. Jacobs is independent under Nasdaq rules.
- Committee assignments:
- Audit Committee: Member; committee chaired by Dr. Abigail M. Allen. The Audit Committee held 7 meetings in FY 2024.
- Compensation Committee: Member; committee chaired by Neil Bush. The Compensation Committee held 1 meeting in FY 2024.
- Director nominations: ZEO has no standing nominating committee; a majority of independent directors (including Jacobs) recommend nominees per Nasdaq Rule 5605(e).
- Attendance: In FY 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 4 times.
- Shareholder support: At the August 5, 2025 annual meeting, Jacobs received 47,329,770 votes “For”, 6,935 “Withheld”, with 299,811 broker non-votes (very high support).
- Say-on-Pay: No say-on-pay vote was presented in 2025 (proposals were director elections, Nasdaq 20% issuance, auditor ratification, adjournment). ZEO is an emerging growth company.
Fixed Compensation (Director)
| Period | Cash Retainer | Committee/Chair Fees | Meeting Fees | Equity Grant | Vesting/Other |
|---|---|---|---|---|---|
| 2024 | Not disclosed; “no other fees” paid to directors in 2024 | Not disclosed | Not disclosed | 10,000 Class A shares granted 9/13/2024 at $1.75 per share ($17,500 grant-date value) | As of 12/31/2024, no option awards and no unvested stock awards were held by directors |
Director Compensation Table (2024)
| Director | Fees Earned or Paid in 2024 ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mark Jacobs | — | 17,500 | 17,500 |
Notes:
- The 2024 Omnibus Incentive Equity Plan applies clawback provisions to awards.
- The proxy does not disclose a 2024/2025 director cash retainer or committee fee schedule.
Performance Compensation
- Performance-based director pay metrics: Not disclosed for directors; 2024 director compensation consisted of a fixed-share equity grant; no options outstanding; no unvested awards at year-end 2024.
Other Directorships & Interlocks
| Company | Exchange/Status | Role | Timing |
|---|---|---|---|
| Reliant Energy | Public (historical) | CEO/President/Director; previously CFO | Not disclosed |
| GenOn Energy | Public (historical) | President/COO/Director | Post-2010 merger |
No current public company directorships were disclosed for Jacobs in ZEO’s filings.
Expertise & Qualifications
- Energy leadership across utility/merchant generation, crisis management, and large-scale restructuring/M&A (e.g., $6.2B Reliant debt restructuring; merger-of-equals to form GenOn).
- Capital markets and strategic advisory experience as Goldman Sachs MD (Natural Resources/M&A).
- Education: B.B.A. (SMU); Master of Management (Kellogg/Northwestern).
Equity Ownership
| Holder | Class A Shares | % of Class A | Class V Shares | % of Class V | Notes |
|---|---|---|---|---|---|
| Mark M. Jacobs | 90,000 | <1% | — | — | As of June 6, 2025 record date. No options/unvested awards at 12/31/24. |
Additional alignment considerations:
- Director stock ownership guidelines: Not disclosed; the plan includes non-employee director compensation limits but no guideline details were provided.
- Pledging/Hedging by directors: No pledging by Jacobs disclosed in the proxy; insider trading policy is in place.
Governance Assessment
Strengths
- Independent director with deep operating, financial, and M&A expertise in energy; serves on both Audit and Compensation Committees, enhancing oversight.
- High shareholder support in 2025 director election (47.33M “For”; minimal withholds).
- Audit Committee oversight and pre-approval of audit/non-audit services; clawback policy applies to equity awards.
Watch items / RED FLAGS
- Related-party exposure: ZEO’s major customer financing/leases are through third-party leasing companies managed by an entity owned by the CEO (White Horse Energy); Audit Committee (with Jacobs as member) oversees related-party policy—ongoing scrutiny warranted.
- Family relationship: CEO’s son serves as Chief Sales Officer—heightened nepotism/independence perception risk.
- Internal controls history: Prior material weaknesses disclosed in auditor change narrative; remediation progress should be monitored.
- Nominating committee absent: Independent directors (including Jacobs) handle nominations instead of a standing nominating/governance committee; permissible but below evolving governance best practices.
- Compensation Committee cadence: Only one meeting in FY 2024 despite significant corporate activity; cadence and use of independent consultants not disclosed.
Shareholder vote context (2025 Annual Meeting)
| Item | Result |
|---|---|
| Director election – Mark M. Jacobs | For: 47,329,770; Withheld: 6,935; Broker non-votes: 299,811 |
| Nasdaq 20% Rule issuance | For: 41,798,306; Against: 5,528,389; Abstain: 10,010; BNV: 299,811 |
| Auditor ratification (Grant Thornton LLP) | For: 47,604,351; Against: 27,624; Abstain: 4,541 |
| Adjournment authority | For: 47,550,794; Against: 78,207; Abstain: 7,515 |
Implications
- Jacobs’ overwhelming re-election support suggests investor confidence in his oversight role. Ongoing monitoring should focus on related-party transactions overseen by the Audit Committee, progress on internal control remediation, and strengthening board nomination/compensation governance processes (e.g., committee cadence, potential adoption of director ownership guidelines).