Jeffrey Moskowitz
About Jeffrey Moskowitz
Jeffrey Moskowitz, age 66, is Vice-President of Zion Oil & Gas and has served as the Israel Branch Managing Director since May 2017. He was nominated and approved to fill a board vacancy effective January 1, 2024; he serves as a Class I director with a term expiring at the 2027 Annual Meeting. A certified attorney in Israel since 1982, he holds a Bachelor of Law from Bar Ilan University and previously provided legal services to Zion from 2008 to May 2017. His Israeli address is 9 Halamish Street, Caesarea 3088900.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zion Oil & Gas | Vice-President; Israel Branch Managing Director | May 2017–present | Operational leadership of Israel activities; government liaison (per board bio) |
| Aboudi & Brounstein | Attorney providing legal services to Zion | 2008–May 2017 | Supported Israel operations; legal advisory to Zion |
External Roles
No public company directorships or external corporate boards were disclosed for Mr. Moskowitz.
Board Governance
| Item | Detail |
|---|---|
| Board class and term | Class I director; term expires at the 2027 Annual Meeting |
| Independence status | Not independent (he is a company officer: Vice-President/Israel MD). Audit, Compensation, and Nominating committees are comprised solely of independent directors; Mr. Moskowitz is not listed among independent directors. |
| Committee memberships | Technical, Reserves and Environmental, Health & Safety (EHS) Committee (members: Robert Dunn—Chair, Monty Kness, Jeffrey Moskowitz, Pandji Putra, Dr. Lee Russell) |
| Attendance | 100% attendance at Board meetings and at committees served during FY2024 (Board held 4 meetings; committees met as disclosed). |
| Lead Independent Director | Paul Oroian serves as Lead Independent Director with defined governance responsibilities. |
- The Audit, Compensation, and Nominating committees are independent, while the Technical/Reserves/EHS committee includes management (CEO as Chair) and Mr. Moskowitz. This structure concentrates operational oversight in a committee with management participation.
Fixed Compensation
| Non-Employee Director Fee Structure (context) | Amount (USD) |
|---|---|
| Monthly board fee | $1,500 per month ($18,000 annually) |
| Committee chair fee | $1,000 per month ($12,000 annually) |
- Mr. Moskowitz is absent from the 2024 non-management director compensation table, indicating no cash director fees were paid to him in 2024 in his capacity as a director (he is a company officer).
Performance Compensation
| Metric | Detail |
|---|---|
| Equity awards (composition of beneficial ownership) | 1,930,000 shares issuable upon exercise of stock options that are currently exercisable or become exercisable within 60 days of the record date (footnote for Mr. Moskowitz). |
| Vesting/expiration detail | Specific award-by-award vesting schedules and expirations for Mr. Moskowitz were not disclosed in the proxy (named executive tables cover other officers). |
- Hedging/pledging: Company policy prohibits hedging, short sales, and pledging, with rare exceptions requiring CEO and CLO/CCO approval; no pledging by Mr. Moskowitz was disclosed.
Other Directorships & Interlocks
| Company/Organization | Role | Overlap/Interlock |
|---|---|---|
| None disclosed | — | — |
- No interlocks with competitors, suppliers, or customers were disclosed for Mr. Moskowitz.
Expertise & Qualifications
- Licensed attorney in Israel since 1982; Bachelor of Law (Bar Ilan University).
- Extensive experience in Israel’s oil and gas exploration regulatory environment and government relations; legal services to Zion (2008–2017).
- Board views his experience dealing with Israeli government officials as valuable for Zion’s operations.
Equity Ownership
| Item | Shares/Units |
|---|---|
| Total beneficial ownership (proxy table) | 1,980,000 (see composition below) |
| Composition per footnote | 1,930,000 options exercisable or becoming exercisable within 60 days of record date |
| Direct common shares disclosed | Not disclosed (the footnote lists only options for Mr. Moskowitz) |
| Record date outstanding shares (context) | Approximately 1,031,000,000 outstanding (voting rights section); ownership table notes 965,000,000 used for % calc with options effects through June 5, 2025 |
- Address on file for share ownership: 9 Halamish Street, Caesarea 3088900, Israel.
- No disclosures of shares pledged or hedging by Mr. Moskowitz.
Governance Assessment
- Independence and potential conflicts: Mr. Moskowitz is a company officer (Vice-President/Israel MD) serving on the Board, and sits on the Technical/Reserves/EHS committee chaired by the CEO. While Audit, Compensation, and Nominating committees are independent, the presence of management on operational oversight committees reduces the independence of technical risk oversight.
- Attendance and engagement: 100% meeting attendance in FY2024 supports board effectiveness and engagement.
- Ownership alignment: Beneficial ownership consists entirely of options exercisable within 60 days (footnote composition), aligning him with equity outcomes but not reflecting direct common share ownership; no pledging/hedging disclosed under the company’s restrictive policy.
- Director pay signals: As an officer, he did not receive non-employee director cash fees in 2024; absence from director fee table suggests compensation is governed by his employment role, not board service.
- Shareholder support signals: 2024 director elections showed approximately 95% approval rates for directors on the ballot; 2023 say‑on‑pay passed with ~88.6% support—both supportive of governance stability.
Red flags
- Non-independent director status due to officer role.
- Management-led Technical/Reserves/EHS committee (CEO as Chair) with Mr. Moskowitz as member—independence risks for technical and EHS oversight.
Positive signals
- Full attendance (100%).
- Clear insider trading/hedging/pledging prohibitions enhancing alignment.
- Lead Independent Director designated with robust governance responsibilities.
Related-Party Transactions
- The Audit Committee reviews related-party transactions for conflicts; no specific related-party transactions involving Mr. Moskowitz were disclosed in the proxy.
Compensation Committee Analysis (context)
- Compensation committees and key governance committees are independent; shareholder approval rates for directors were high (~95%).
Say‑on‑Pay & Shareholder Feedback (context)
| Item | Outcome |
|---|---|
| 2023 say‑on‑pay approval | ~88.6% approval (excluding abstentions/broker non-votes) |
| 2024 director approval rates | Approximately 95% for directors on the ballot |
Summary Implications for Investors
- Mr. Moskowitz brings deep Israel regulatory and operational expertise, which is valuable given Zion’s operating footprint; however, his non‑independent status and presence on a management-led technical oversight committee warrant attention from investors focused on independent risk oversight. Attendance and policy controls on insider activity are positives, and equity alignment is present via substantial options, though direct share ownership was not disclosed.