John Brown
About John M. Brown
Founder of Zion Oil & Gas; Executive Chairman since January 2010, previously CEO at multiple intervals (2000–2004; interim 2012; CEO 2014–2016; CEO again April 12, 2019–June 11, 2020) and Director since April 2000. Age 84; BBA from Fullerton College; prior senior roles at GTE Valeron and Magnetek; led Zion’s Israel license pursuit and MJ-01 re-entry plan approval; the company discloses no revenue or operating income, emphasizing development-stage operations and exploration license NMVL 434 (valid through 2026, with extensions to 2030) . Board leadership structure includes a Lead Independent Director and majority-independent committees to mitigate dual-role risks of an Executive Chairman; all directors attended 100% of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zion Oil & Gas | Executive Chairman; CEO (various tenures); President (2000–2001) | 2000–present | Founding leadership; secured exploration licenses; guided MJ-01 re-entry plan |
| GTE Valeron (GTE Corp.) | Corporate Director of Purchasing | 1966–1986 | Senior management operations and procurement at Fortune 100 scale |
| Magnetek, Inc. | Corporate Director of Procurement | 1988–1989 | Power systems procurement leadership |
| M&B Concrete Construction, Inc. | Director and principal stockholder | 1996–2003 | Private enterprise board/ownership experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emmanuel Baptist University | Doctor of Biblical Studies (degree awarded) | 2013 | Recognition/credential noted by company bio |
| Jews and Christians United for Israel, Inc. | Co-founder/associated | Not specified | Charitable foundation activity referenced by company governance section |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 231,000 | 231,000 | 231,000 |
| Annual Cash Bonus ($) | 30,000 | 30,000 | 30,000 |
| All Other Compensation ($) | 108,162 | 113,608 | 113,608 |
| Total ($) | 515,442 | 403,186 | 376,481 |
- “All Other Compensation” includes medical, dental, vision, disability, life insurance, and vehicle allowances .
Performance Compensation
- Program structure: Company emphasizes long-term equity (stock options), occasional discretionary cash bonuses; no disclosed quantitative performance metrics (e.g., revenue, EBITDA, TSR) tied to payouts for NEOs given development-stage status and lack of revenue .
| Equity Grant Detail (2024) | Grant Date | Options (#) | Exercise Price ($/sh) | Vesting | Expiration | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Annual option grant | 1/4/2024 | 25,000 | 0.0749 | Fully vests 1 year from grant | 10 years from grant | 1,872 |
- Outstanding, fully vested options by tranche (as of Dec 31, 2024):
| Tranche | Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| Options 1 | 75,000 | 0.915 | 1/4/2031 |
| Options 2 | 200,000 | 0.59 | 5/21/2031 |
| Options 3 | 300,000 | 0.2472 | 9/1/2031 |
| Options 4 | 25,000 | 0.15 | 9/23/2032 |
| Options 5 | 200,000 | 0.1529 | 1/5/2032 |
| Options 6 | 400,000 | 0.1451 | 4/15/2032 |
| Options 7 | 300,000 | 0.1797 | 9/23/2032 |
| Options 8 | 400,000 | 0.0676 | 9/22/2034 |
| Options 9 | 25,000 | 0.0749 | 1/4/2034 |
| Options 10 | 25,000 | 0.1046 | 1/3/2035 |
Equity Ownership & Alignment
| Ownership Component | Amount | Notes |
|---|---|---|
| Common shares owned directly | 740,000 | Sole voting/investment control unless noted |
| Spousal holdings | 100,000 | Included in beneficial ownership |
| Options exercisable ≤60 days | 1,950,000 | Counted for beneficial ownership per SEC rules |
| Total beneficial ownership | 2,790,000 | Sum of components |
| Shares outstanding (Record Date) | 1,031,000,000 | Voting rights section |
| Ownership as % of outstanding | ≈0.27% (2.79M ÷ 1,031M) | Calculated from disclosed amounts |
| Pledged shares | None disclosed; hedging/pledging generally prohibited (exceptional pledges require CEO and CLO approval) | Insider trading policy |
| Ownership guidelines | Not disclosed | — |
Employment Terms
| Term | Provision |
|---|---|
| Role/Agreement | Executive Chairman under Chairman Agreement (Jan 1, 2014; amended Mar 31, 2014 and Dec 19, 2016) |
| Auto-renewal | Initial term to Dec 31, 2016; auto-renews for successive two-year terms unless 90 days’ notice of non-renewal |
| Base salary (Agreement) | $249,000 annually; plus annual bonus $30,000 and 25,000 stock options |
| Termination (no Just Cause) | 12 months’ base salary continuation (based on then-current salary) |
| Good Reason | Entitled to same benefits as termination without Just Cause |
| Change of Control | Generally no severance specifically upon change-in-control; no accelerated vesting upon change-in-control |
| Confidentiality/IP | Customary protections included |
| Severance sensitivity table (as of 12/31/2024) | Salary continuation: $231,000 (12 months of 2024 base) |
Board Governance
- Current position: Executive Chairman; Class I director term expires at the 2027 Annual Meeting; re-elected as Class I director at 2024 Annual Meeting (votes for: 307,696,119) .
- Committee roles: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, Investment, Tax Benefits Preservation, or Technical/EHS committees; these are fully independent per charters .
- Independence safeguards: Lead Independent Director; independent executive sessions; majority-independent committees; 100% attendance by all directors in 2024 .
- 2025 shareholder votes: Class II directors elected; auditors ratified; share authorization increased; redomestication to Texas approved .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay: 88.6% approval (excluding abstentions and broker non-votes) .
- 2024 director approvals: Approximately 95% approval rate for directors on ballot .
- 2024 equity plan increase (Omnibus Incentive Plan): Approved by shareholders (increase from 38,823,555 to 58,823,500 shares authorized) .
Compensation Peer Group (Benchmarking)
- 2024 peer group (re-evaluated, 16 companies; market cap context ~$45mm): Independence Contract Drilling; Fuel Tech; Gulf Island Fabrication; Perma-Pipe International; Vertex Energy; Greenlane Renewables; Team, Inc.; Broadwind; Profire Energy; ARQ; Orion Energy Systems; NCS Multistage; Flotek Industries; Smart Sand; AMTECH Systems; CVD Equipment .
- Relative pay: Zion NEO total compensation below peer averages; CEO total pay substantially lower than peer averages over 2021–2023 reference periods .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; exceptional collateral pledges require approvals by CEO and CLO; no 10b5-1 plans in effect; timing practices for options per agreements, not opportunistic .
- Related-party transactions policy: Audit Committee reviews conflicts; no specific related-party transactions involving John Brown disclosed in this proxy .
- Revenue/operations: No revenue or operating income; exploration-stage risks inherent; commodity price sensitivity if production is achieved .
Equity Ownership & Incentive Mix Analysis
- Year-over-year mix: Declining reported option award fair values (e.g., $146,280 in 2022 to $1,873 in 2024), with consistent base salary and small fixed bonus; heavier emphasis stated on long-term equity over cash to align with shareholders and preserve cash for exploration .
- Instruments: Options only (no RSUs/PSUs disclosed); grants fully vest in 12 months; long-dated expirations (2031–2035) .
- Alignment: Modest direct share ownership plus significant vested options; company policy reducing hedging/pledging risk; no ownership guideline disclosures .
Performance & Track Record
- Operations update: Supervisory Committee acceptance of MJ-01 re-entry work plan; rig crew mobilized in Israel; Q2 2025 completion/testing planned; multi-country logistics secured; focus remains on unlocking hydrocarbon flows .
- Financial performance: Company explicitly discloses no revenue or operating income as of latest proxy .
Investment Implications
- Pay-for-performance alignment: Absence of quantitative performance metrics (e.g., TSR, EBITDA) in incentive structures limits direct linkage; however, heavy option usage with low cash pay suggests alignment to long-term equity value creation, contingent on exploration success .
- Insider selling pressure and vesting: Options vest on 1-year schedules; large pool of fully vested options could create selling pressure upon favorable price movements; no RSU/PSU overhang noted; pledging constrained by policy .
- Retention/COC economics: Severance is modest (12 months’ base); no change-of-control acceleration; auto-renewal provides role continuity; limited golden parachute risk .
- Governance: Dual-role Executive Chairman offset by Lead Independent Director and independent committees; 100% attendance and majority independence reduce governance risk, though chair concentration remains a consideration for independence .
- Trading signals: Shareholder approvals for equity plan expansion and authorized share increase imply capital needs and potential dilution; exploration milestones (MJ-01 testing) are primary catalysts for equity value and insider exercise behavior .