Paul Oroian
About Paul Oroian
Paul Oroian, age 70, has served on Zion Oil & Gas’s board since November 2003 and is the Board’s Lead Independent Director. He is a CPA and president/managing partner of Oroian, Guest & Little, P.C. since 1983, with prior tax experience at Arthur Young (1980–1983). He holds a B.S. in Business Administration from Bryant College. The board designates him an audit committee financial expert, and he currently chairs the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oroian, Guest & Little, P.C. | President & Managing Partner | 1983–present | CPA practice; accounting expertise underpinning Audit Committee leadership |
| Arthur Young & Company | Tax Senior | 1980–1983 | Tax/audit grounding relevant to audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas Society of CPAs – Technology Oversight Committee | Board Member | Not disclosed | Professional association role |
| Texas Society of CPAs – IRS Regional Liaison Committee | Board Member | Not disclosed | Professional association role |
| San Antonio CPA Society | Vice President and Director | 1992–1998 | Local professional leadership |
Board Governance
- Independence: Classified as independent under NASDAQ/OTC Market criteria and designated an audit committee financial expert by the Board .
- Roles: Lead Independent Director; Audit Committee Chair; member, Nominating & Corporate Governance Committee .
- Attendance: 100% attendance for Board and committee meetings in fiscal 2023 and fiscal 2024 .
- Shareholder communications: Stockholder letters to the Board are addressed to Mr. Oroian as Lead Independent Director at company HQ per the Communications Policy .
| Committee | Role | FY 2023/2024 Activity | Notes |
|---|---|---|---|
| Audit Committee | Chair | Met 5 times in FY 2023; met 5 times in FY 2024; also joint sessions with full Board | |
| Nominating & Corporate Governance | Member | Committee met and conducted nomination/governance duties; board-level sessions noted | |
| Lead Independent Director | Presides over independent sessions; agenda coordination; liaison | Leads executive sessions; can call special meetings; supports succession planning and evaluations |
Fixed Compensation
- Non-employee director pay program: $1,500/month board fees ($18,000 annual) plus $1,000/month for committee chair roles ($12,000 annual); directors reimbursed for travel/lodging .
| Year | Fees Earned (Cash) | Option Awards (Grant-date Fair Value) | Total |
|---|---|---|---|
| 2022 | $42,000 | — | $42,000 |
| 2023 | $42,000 | $27,040 | $69,040 |
| 2024 | $42,000 | — | $42,000 |
Performance Compensation
- Structure: Director equity compensation consists of stock options valued under ASC 718 (Black-Scholes). No performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for director pay .
| Performance Metric | Applies to Director Compensation? | Evidence |
|---|---|---|
| Financial/operational goals (e.g., revenue, EBITDA, TSR) | Not disclosed for directors | |
| Equity vehicle | Stock options (valuation under ASC 718) | |
| Director grant cadence | Options granted in 2023; no option grants reported for 2024 in director table |
Other Directorships & Interlocks
- Public company boards: The proxy biographies include any public company directorships over the last five years; none are listed for Mr. Oroian .
- Committee interlocks: Not disclosed .
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed in past five years |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- CPA with long-standing public accounting leadership; Board-designated audit committee financial expert .
- Governance leadership as Lead Independent Director with defined responsibilities (executive sessions, agenda setting, advisor retention) .
Equity Ownership
| Metric | 2023 Record Date | 2024 Record Date | 2025 Record Date |
|---|---|---|---|
| Total beneficial ownership (shares) | 1,230,160 | 1,375,160 | 1,775,160 |
| Of which: common shares owned directly | 15,160 | — | 15,160 |
| Of which: options exercisable/within 60 days | 1,215,000 | — | 1,760,000 |
- Footnotes show composition (common shares plus options) for 2023 and 2025; 2024 total presented without a breakdown in the cited excerpt. No footnote language indicates pledged shares for Mr. Oroian in 2023 or 2025 entries .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay: Approved on an advisory basis (Votes For 189,663,086; Against 24,405,062; Abstain 15,943,926) .
- 2024 and 2025 annual meeting results disclosed (director elections, auditor ratification, equity plan share increase in 2024; charter share increase and redomestication in 2025), but no separate say-on-pay item listed in 2024/2025 8-Ks .
| Meeting | Item | Result (key tallies) |
|---|---|---|
| 2023 | Say-on-pay | For 189,663,086; Against 24,405,062; Abstain 15,943,926 |
| 2024 | Equity plan share increase | For 267,223,281; Against 50,269,862; Abstain 6,204,182 |
| 2025 | Authorized shares increase | For 606,316,128; Against 112,720,320; Abstain 33,272,059 |
Insider Trades (Section 16 Compliance)
| Year | Proxy Disclosure |
|---|---|
| 2022 | Company states all Section 16(a) filing requirements were complied with in a timely manner |
| 2024 | Company states all Section 16(a) filing requirements were complied with in a timely manner |
Related-Party Transactions and Conflicts
- Oversight: Audit Committee charter mandates ongoing review/approval of related-party transactions; conflicts governed by Code of Business Conduct & Ethics .
- Disclosure: The cited proxy sections do not identify any specific related-party transactions involving Mr. Oroian .
Governance Assessment
Strengths
- Independent director with deep audit/accounting expertise; designated audit committee financial expert and longstanding Audit Chair—supports financial reporting integrity .
- Lead Independent Director role with defined authority (executive sessions, agendas, advisor coordination), enhancing board independence and oversight .
- Strong engagement: 100% attendance at Board and committee meetings in FY 2023 and FY 2024 .
- Shareholder access: Serves as the Board’s contact point for stockholder communications, signaling openness to investor input .
Potential Watch Items
- Equity mix: Director compensation in 2023 included option awards, but 2024 disclosed only cash fees in the director table; variability in equity grants can affect alignment signals year to year .
- Option-heavy ownership: Beneficial ownership is predominantly vested options rather than common shares, which may influence risk/reward alignment with long-term holders depending on exercise prices and vesting; direct ownership remains modest (15,160 shares disclosed in 2023 and 2025 footnotes) .
- Dilution context: Shareholders approved increases to equity plan share availability (2024) and authorized share count (2025), which may contribute to ongoing dilution risk; while not specific to Mr. Oroian, such changes frame director equity incentives and investor perceptions .
Director Election Support
- Re-elected June 7, 2023 as a Class III director (Votes For 200,344,093; Against 15,287,315; Abstain 14,400,667) .
Notes on Committee Memberships (Current Snapshot)
- Audit Committee: Paul Oroian (Chair), Kent Siegel, Brad Dacus, Sarah Caygill; Oroian and Siegel deemed “audit committee financial experts” .
- Nominating & Corporate Governance Committee: Kent Siegel (Co-Chair), Brad Dacus (Co-Chair), Gene Scammahorn, Paul Oroian, Virginia Prodan .
RED FLAGS (none identified specific to Mr. Oroian in disclosures)
- No pledging, hedging, or related-party transactions involving Mr. Oroian are disclosed in the cited proxy sections .
- No Section 16 delinquency noted for 2022 and 2024 .