Martin van Brauman

About Martin M. van Brauman

Independent director nominee and long-serving executive at Zion Oil & Gas. Age 77; appointed to the Board April 1, 2014. Current roles include Corporate Secretary and Treasurer (since Jan 1, 2012) and Executive Vice President (since Sep 15, 2020); prior roles include CFO, Corporate Secretary, Senior VP and director (Jul 1, 2007–Jan 31, 2009) and Chief Legal Officer (Feb 1, 2009–Jul 1, 2009). Board Certified in Tax Law; extensive IRS, Deloitte & Touche, and Grant Thornton experience; adjunct academic appointments; multiple nonprofit leadership and advisory roles .

Past Roles

External Roles

Board Governance

• Independence status: Not listed among independent directors; independent directors named are Oroian, Prodan, Mazón, Siegel, Dacus, Caygill, Scammahorn, and Putra (majority independent; committees comprised of independent members) .
• Committee memberships:
  • Investment Committee member; chair: Kent Siegel .
  • Tax Benefits Preservation Committee member; chair: Gene Scammahorn; 2025 membership includes Mazón, Siegel, van Brauman .
• Attendance: Board held 4 meetings in FY2024 with 7 unanimous written consents; each director attended 100% of Board and relevant committee meetings .
• Lead Independent Director: Paul Oroian; independent executive sessions policy in place .

Fixed Compensation

• Non‑employee director program (context): Board fees $1,500/month ($18,000/year); committee chair/co‑chair fees $1,000/month ($12,000/year); stock options may be granted. Reimbursement for travel/lodging. Note: Martin is a management director (EVP/Corporate Secretary), and the non‑employee director fee structure is disclosed for non‑management directors only .
• Executive compensation (context for management): Company emphasizes lower cash salaries vs peers and use of equity options; NEO salaries enumerated in proxy; equity grants under 2021 Omnibus Plan .

Performance Compensation

• Director equity program (context): Options granted to non‑employee directors; vest typically one year, 10‑year expiry per 2021 Omnibus Plan; usage and run‑rate disclosed. No director‑specific performance metrics (e.g., TSR/EBITDA) tied to director compensation are disclosed .
• Insider trading and alignment policies: Hedging, short sales, and pledging prohibited; exceptional collateral pledges require CEO and Chief Legal Officer/Chief Compliance Officer approval .

Other Directorships & Interlocks

• Public company directorships: None disclosed in past five years for Martin .
• Committee interlocks: Member of Investment and Tax Benefits Preservation Committees; no disclosed interlocks with competitors/customers/suppliers .

Expertise & Qualifications

• Board‑certified tax lawyer (Texas Board of Legal Specialization); international and petroleum tax expertise; corporate governance law experience; adjunct academic roles; publication record; nonprofit leadership .
• Skill fit to committee assignments: Tax benefits/NOL preservation and investment oversight consistent with background .

Equity Ownership

• Group beneficial ownership: Directors/executives as a group held 21,579,245 (3.0% of class) in 2024; 27,606,245 (2.7% of class) in 2025. Company used ~730,000,000 outstanding shares for 2024 and ~1,031,000,000 for 2025 in calculations .

Governance Assessment

• Independence and role mix: Martin serves concurrently as Executive Vice President/Corporate Secretary and director; he is not identified as an independent director. This mixed role can raise perceived independence concerns, especially on capital allocation/tax preservation oversight; however, committee charters require majority independence and independent chairs, which partially mitigates conflict risk .
• Committee alignment: His tax and governance expertise aligns well with the Tax Benefits Preservation Committee’s mandate to protect NOLs, evaluate, and administer tax preservation plans; and with Investment Committee oversight of capital and financial resources .
• Attendance and engagement: 100% attendance for Board and committee meetings in 2024 indicates strong engagement and process discipline .
• Compensation and ownership alignment: Substantial option holdings (increase from 1.48M to 1.905M exercisable options YoY) plus direct share ownership indicate equity alignment. Company policies restrict hedging/pledging, supporting alignment with shareholder interests .
• Say‑on‑pay and shareholder support signals: Prior say‑on‑pay approvals were strong (≈88.6% in 2023); director election approvals ≈92% in 2023 and ≈95% in 2024; no directors below 80%, indicating investor support for governance/compensation structures .
• Related‑party transactions: Audit Committee charter provides for ongoing review/approval of related‑party transactions; no specific related‑party transactions involving Martin are disclosed in the proxies reviewed .
• RED FLAGS
  • Not independent director while serving on financial oversight committees (Tax Benefits Preservation, Investment). Although charters maintain majority independence and independent chairs, dual management/director status can be perceived as a conflict on matters of capital allocation and NOL protections .
  • High volume of options outstanding at the board/executive level requires continued monitoring of dilution and plan run‑rate (board approved increase to Omnibus Plan share reserve) .

Supplemental Governance Data

Notes:

• Director compensation program, committee compositions, and independence assertions per Zion’s DEF 14A filings; attendance reflects FY2024 reporting .
• Equity ownership figures reflect SEC 60‑day option inclusion methodology per proxy tables .