Javier Mazón
About Javier Mazón
Javier A. Mazón, age 81, is an independent Class I director of Zion Oil & Gas (ZNOG), appointed April 1, 2022; he serves on the Compensation Committee and the Tax Benefits Preservation Committee . He is founder, president, and managing director of Group Lamerica, L.L.C., with 50+ years of international operating and C‑suite experience including executive roles at Texas Instruments and Oki Electric; he holds a B.S. in Production Management from the University of Arizona and studied at the University of Alaska .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Group Lamerica, L.L.C. | Founder, President, Managing Director | Not disclosed | Advises on international expansion, market entry, public/private relationships, in‑country operations |
| Texas Instruments | Executive positions (international) | Not disclosed | International operating and finance experience |
| Oki Electric | Executive positions (international) | Not disclosed | International operating and finance experience |
External Roles
| Organization | Role | Status | Tenure |
|---|---|---|---|
| U.S. Dept. of Commerce, North Texas District Export Council | Executive Committee | Current | Not disclosed |
| University of Texas, Dallas | International Executive Committee | Current | Not disclosed |
| Irving, TX Chamber of Commerce | International Sister Cities Advisory Board | Current | Not disclosed |
| Richardson, TX Chamber of Commerce | International Business Resource Center — Executive Committee & Advisory Board | Former | Not disclosed |
Board Governance
- Independence: The Board determined Javier Mazón meets NASDAQ and OTC Market independence criteria; all members of the Compensation, Audit, and Nominating & Corporate Governance Committees are independent .
- Committee assignments: Compensation Committee member (Chair: Sarah Caygill); committee administers executive compensation, equity plans, and director pay .
- Committee assignments: Tax Benefits Preservation Committee member (Chair: Gene Scammahorn); committee oversees protection and administration of NOL tax benefits and related plans .
- Attendance: In 2024, the Board held 4 meetings and acted by unanimous written consent 7 times; each director attended 100% of Board meetings and 100% of their committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Paul Oroian; independent directors meet in executive session at least annually; duties include agenda setting for executive sessions and liaison with management .
- Committee activity context: Audit Committee met 5 times in 2024; Investment Committee met once; Tax Benefits Preservation Committee met twice .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Board fees ($1,500/month) | $18,000 |
| Committee chair fees ($1,000/month, if chair) | Not applicable to Mazón (member, not chair) |
| Meeting fees | Not disclosed (company uses monthly retainers) |
| Travel/lodging reimbursement | Provided per policy (amounts not disclosed) |
| Total cash fees paid to Javier Mazón (2024) | $18,000 |
Performance Compensation
| Element | Grant date | Quantity | Fair value | Vesting / terms | Performance metrics |
|---|---|---|---|---|---|
| Stock options (director program context) | Not disclosed (2024 table shows no option awards for Mazón) | Not disclosed | Not disclosed | Options valued via Black‑Scholes; accounting per FASB ASC 718; actual value depends on exercise and market price | None disclosed for director compensation (no PSUs/RSUs; program elements are fees and options) |
The 2024 non‑employee director compensation program consisted of monthly board fees and, if applicable, committee chairperson fees, plus grants of stock options; however, the 2024 director compensation table lists only fees for Mazón and no option award value for him in 2024 .
Other Directorships & Interlocks
| Company | Public company? | Role | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
No public company board roles are disclosed for Javier Mazón in the latest proxy .
Expertise & Qualifications
- International expansion strategy, forming new businesses, market entry, public/private sector relationships, establishing in‑country operations .
- Education: B.S., University of Arizona (Eller College); prior study at University of Alaska .
- Brings operating and finance perspectives from executive roles at Texas Instruments and Oki Electric .
Equity Ownership
| Holder | Common shares owned | Options exercisable within 60 days | Total beneficial ownership | Record date baseline |
|---|---|---|---|---|
| Javier Mazón | 45,675 | 1,079,325 | 1,125,000 | 1,031,000,000 estimated outstanding shares (group percent 2.7%) |
Notes:
- Director and officer group total beneficial ownership: 27,606,245 shares (2.7% of 1,031,000,000 shares at record date) .
- Insider trading policy prohibits hedging, short sales, pledging or margin purchases; exceptional collateral pledges require CEO and CLO/CCO approval .
Governance Assessment
- Board effectiveness: Mazón’s independent status, 100% attendance, and roles on Compensation and Tax Benefits Preservation Committees support governance rigor in pay oversight and tax asset protection .
- Alignment: Significant vested options (1,079,325 exercisable within 60 days) provide equity alignment; cash retainer is modest at $18,000, reducing risk of excess guaranteed pay .
- Conflicts/related parties: Audit Committee oversees related party transactions; no related party transactions involving Mazón are disclosed in the proxy .
- Risk indicators: Independent directors meet in executive session; Lead Independent Director structure is in place; insider trading policy restricts hedging/pledging, mitigating misalignment risks .
RED FLAGS
- None specifically disclosed for Javier Mazón regarding attendance, related‑party dealings, pledging, or unusual director pay structures in 2024 .