Kent Siegel
About Kent S. Siegel
Independent director (age 68) with deep accounting and legal credentials; current tenure from January 1, 2013 (prior board service 2003–2011; former CFO in 2010–2011). He is a CPA and tax/bankruptcy attorney, President/COO of Kent S. Siegel, P.C. since 1984, holding a BBA (Michigan State), JD (Wayne State), and BS in Electrical Engineering (Lawrence Technological University). The board designates him as an “audit committee financial expert.” Attendance in 2024 was 100% for board and all committees served.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zion Oil & Gas, Inc. | Director (independent) | Jan 1, 2013–present (also director 2003–Mar 31, 2011) | Extensive committee leadership; 100% meeting attendance in 2024 |
| Zion Oil & Gas, Inc. | Chief Financial Officer | Jul 9, 2010–Mar 31, 2011 | Brought accounting/financial controls experience to management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kent S. Siegel, P.C. (CPA and law firm) | President & COO; CPA and tax/bankruptcy attorney | Since 1984 | External financial/legal expertise feeds audit/finance oversight |
Board Governance
- Committee assignments and chair roles (2024–2025):
- Audit Committee: Member; designated “audit committee financial expert”
- Compensation Committee: Member
- Nominating & Corporate Governance Committee: Co‑Chairman
- Investment Committee: Chairman
- Tax Benefits Preservation Committee: Member
- Independence: Classified as independent under NASDAQ/OTC criteria; all Audit, Compensation, and Nominating & Corporate Governance committee members are independent .
- Attendance and engagement: Board met 4 times in 2024; Audit 5; Compensation 1; Nominating 1; Investment 1; Tax Benefits Preservation 2. Directors, including Siegel, attended 100% of board and committee meetings in 2024 .
- Executive sessions/governance structure: Independent directors meet in executive session at least annually; a Lead Independent Director (Paul Oroian) coordinates independent director agendas and board interfaces .
Fixed Compensation (Director)
| Item | 2024 Amount |
|---|---|
| Board/Committee Cash Fees | $42,000 (board fees plus chair fees) |
| All Other Compensation | $1,909 |
| Notes | Non‑employee directors receive $1,500/month board retainer ($18,000/year) and $1,000/month per committee chair ($12,000/year); expense reimbursement provided |
Performance Compensation (Director)
- Equity program: Directors may receive option grants; no option award reported for Mr. Siegel in 2024 per director compensation table .
- Performance metrics tied to director pay: Not disclosed; director compensation predominately fixed fees with potential option grants .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (outside ZNOG) | None disclosed in biography/proxy |
| Prior public company boards (outside ZNOG) | Not disclosed |
| Interlocks with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- CPA; tax and bankruptcy attorney; President/COO of a CPA and law firm; designated “audit committee financial expert” .
- Educational credentials: BBA (Michigan State), JD (Wayne State), BS Electrical Engineering (Lawrence Technological University) .
- Board-level competencies: Audit/financial reporting oversight, tax law, governance leadership across multiple committees .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 1,740,000 shares/derivatives |
| Breakdown | 5,000 common shares owned; 1,735,000 options exercisable or exercisable within 60 days of record date |
| Record date context | Table prepared as of April 7, 2025 record date; ~1,031,000,000 shares outstanding |
| Hedging/pledging policy | Company prohibits hedging/pledging and short sales; any exceptional pledge requires CEO and CLO/CCO approval |
Insider Trades (selected filings; historical)
| Date (File) | Form | Transaction | Notes/Source |
|---|---|---|---|
| Jan 11, 2021 | Form 4 | Award of stock options (A) to Kent Siegel (details reflected on Fintel aggregation) | Source aggregation: Fintel ZNOG insider page |
Compensation Committee Analysis / Shareholder Feedback (context)
- Say-on-pay and director support: For the June 5, 2024 meeting, “zero percentage of directors” received support below 80%; independent and all directors received ~95% approval. In June 2023 say‑on‑pay received ~88.6% support (excl. abstentions/broker non‑votes) .
Governance Assessment
- Positives
- Independent director with formally designated audit committee financial expertise; strong fit for Audit and tax-sensitive committees (Audit; Tax Benefits Preservation) .
- High engagement: 100% attendance in 2024 across board and committee meetings .
- Broad governance influence and accountability as Co‑Chair of Nominating & Corporate Governance and Chair of Investment Committee .
- Company-level controls: robust insider trading policy (hedging/pledging prohibited), independent committee composition, and defined executive sessions and lead independent director role .
- Watch items
- Ownership alignment tilts toward options: as of record date, 5,000 shares directly owned vs 1,735,000 options exercisable/near-term exercisable; minimal direct share ownership may dilute “cash‑at‑risk” alignment depending on option moneyness .
- Board workload concentration: Multiple leadership roles (Nominating Co‑Chair; Investment Chair; member of Audit, Compensation, and Tax Benefits Preservation) warrant continued monitoring for bandwidth and independence of judgment across committees .
Notes: All data are from Zion Oil & Gas, Inc. 2025 definitive proxy statement unless otherwise noted. Where insider trading data references third-party aggregation, full URLs are provided for source transparency.