Lee Russell
About Lee Russell
Dr. Lee R. Russell, age 77, was appointed to Zion Oil & Gas’s Board on October 1, 2024 and is nominated as a Class II director in 2025. An independent geoscience consultant to Zion since August 2012, he has over 41 years of exploration research experience with Shell Oil Co., ARCO, and Sun Oil, plus global projects across Africa, Europe, Asia, and Oceania; he holds a BA in Geology (Ohio Wesleyan, 1970), MSc and PhD in Geology/Geophysics (Texas Tech, 1972/1977), served as a National Research Council panel chair/co-author, was an Associate Editor at AAPG, and is a Fellow of the Geological Society of America .
Past Roles
| Organization | Role/Focus | Geography | Committees/Impact |
|---|---|---|---|
| Shell Oil Co.; ARCO; Sun Oil | Research and exploration geoscientist | U.S. (Gulf of Mexico, Rocky Mountains, Alaska) | Published scientific articles; NRC “Solid Earth Sciences and Society” panel chair/co-author |
| Independent Exploration/Consultancy | Geoscience consultant and operator | East/West Africa, North Sea/Norway, Onshore China, New Zealand, Papua New Guinea, Newfoundland | Broad project leadership across basin analysis and petroleum systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Research Council | Panel Chair and Co-Author, “Solid Earth Sciences and Society” | Not disclosed | Leadership on national scientific study |
| American Association of Petroleum Geologists | Associate Editor (two terms) | Not disclosed | Editorial governance experience |
| Geological Society of America | Fellow | Not disclosed | Professional recognition |
Board Governance
- Committee assignments: Member, Technical, Reserves and Environmental, Health & Safety (EHS) Committee; committee chaired by CEO Robert Dunn with members Monty Kness, Jeffrey Moskowitz, Pandji Putra and Dr. Russell .
- Independence status: The proxy identifies eight directors meeting NASDAQ/OTC independence criteria; Dr. Russell is not listed among independent directors as of Dec 31, 2024, and his long-standing consulting relationship may affect independence under NASDAQ thresholds .
- Attendance and engagement: Board held 4 meetings in 2024 with unanimous written consent on 7 occasions; each director attended 100% of Board and applicable committee meetings; EHS Committee met once with oversight of reserves and EHS processes .
- Lead Independent Director: Paul Oroian; responsibilities include executive session leadership, agenda collaboration, and consultant/advisor coordination .
- Executive sessions: Independent directors meet at least annually and more frequently as needed .
Fixed Compensation
| Component | 2024 Director Program Terms | Notes |
|---|---|---|
| Board retainer (cash) | $1,500 per month ($18,000 annually) | Applies to non-employee directors; individual pro-rata for late-year appointments not disclosed |
| Committee chair fees (cash) | $1,000 per month ($12,000 annually) | For chair/co-chair roles; Dr. Russell not a chair |
| Meeting fees | Not disclosed | Company reimburses travel/lodging expenses |
| Equity awards | Stock options under the 2021 Omnibus Incentive Plan (historically used for directors) | 2024 table shows director option award values not itemized; program utilizes options for alignment |
Russell-specific cash/equity amounts for 2024 were not itemized in the director compensation table; only program terms are disclosed .
Performance Compensation
- No performance-vested metrics (e.g., TSR/EBITDA) are disclosed for director compensation; director equity is option-based and time-vested under the plan .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy provides no other public company directorships for Dr. Russell . |
Expertise & Qualifications
- Technical: Deep subsurface geoscience, basin analysis, reserves evaluation; published scientific author; AAPG Associate Editor; GSA Fellow .
- Industry: 41+ years in O&G exploration and research, domestic and international .
- Education: BA Geology (Ohio Wesleyan), MSc/PhD Geology & Geophysics (Texas Tech) .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 days | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Lee Russell | 100,000 | 1,940,000 | 2,040,000 | As of record date; percent of class not itemized in table |
Policies and Alignment
- Insider trading policy prohibits hedging, short sales, pledging and margin purchases; in exceptional circumstances, pledges as loan collateral may be approved by both CEO and Chief Legal/Compliance Officer .
- Ownership guidelines for directors are not disclosed .
Governance Assessment
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Strengths:
- Deep technical expertise enhances EHS/reserves oversight; active service on EHS Committee aligns with Zion’s operational risk profile .
- High meeting attendance promotes engagement and board effectiveness .
- Large option-based stake indicates economic alignment with equity holders through upside participation .
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Concerns and RED FLAGS:
- Independence risk: Long-standing paid consultancy (since 2012) combined with non-inclusion on the independence roster suggests Dr. Russell may be classified as non-independent under NASDAQ criteria, potentially constraining committee eligibility and board balance .
- Option concentration: Significant option holdings may amplify risk-taking incentives versus cash retainer stability if not counterbalanced by ownership policies (no director ownership guidelines disclosed) .
- Related-party exposure: Audit Committee reviews related-party transactions, but the proxy does not quantify consulting payments; transparency on fee history would improve investor confidence .
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Shareholder sentiment:
- Director election support was strong: approximately 95% approval rates at the 2024 annual meeting and ~88.6% “say-on-pay” in 2023 for NEOs, indicating broad shareholder support for governance/compensation frameworks .
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Committee effectiveness:
- EHS Committee remit includes reserves integrity, independent engineering oversight, EHS policy review, and near-miss tracking—areas well matched to Dr. Russell’s expertise .
Section 16 and Insider Trading
- Section 16(a) compliance: Company reports timely filings by officers/directors and >10% holders for FY2023; 2024 compliance similarly affirmed in the 2025 proxy .
- Form 4 transactions: No Russell-specific transactions are itemized in the proxy; absence of disclosed trades limits inference on short-term trading signals .
Say-on-Pay & Compensation Peer Group Context
- Peer group for executive benchmarking (not director-specific) includes energy and industrial names (e.g., Independence Contract Drilling, Vertex Energy, Profire Energy, etc.), indicating market-cap anchored benchmarking; director pay is modest in cash with equity options used for alignment .
Stockholder Protections and Policies
- Lead Independent Director (Oroian) with defined responsibilities and executive sessions enhances oversight and independent dialogue .
- Hedging/pledging prohibitions for directors mitigate misalignment risks; exceptions require dual approvals .
Overall Implications
- Dr. Russell adds valuable technical depth to reserves/EHS oversight, supporting operational risk management. Independence concerns due to consulting history and large option holdings warrant continued monitoring, especially around committee eligibility (Audit/Compensation/Nominating require independence) and transparency on any related-party payments; reinforcing disclosure and assessing cash/equity mix could bolster investor confidence .