Robert Dunn
About Robert Dunn
Robert W.A. Dunn, age 49, is Chief Executive Officer (since June 11, 2020) and continues to serve as Chief Operating Officer; he joined Zion Oil & Gas on May 1, 2019 and was elected to the Board on June 11, 2020 . He has 27+ years of global seismic operations leadership (CGG Veritas, Viking Services), with oversight of >7,800 km² of 3D and 10,000 km of 2D surveys . Zion is pre-revenue with no operating income; 2024–2025 proxies emphasize ongoing Israel operations (Megiddo Valleys License 434) and MJ-01 re-entry progress, underscoring elevated execution risk tied to exploration outcomes . Governance: he is an inside (non-independent) director; the Executive Chairman is John M. Brown and the Lead Independent Director is Paul Oroian .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Viking Services | President, Geophysical Services | 2012–2019 | Led geophysical operations across Europe/Turkey/Africa; executed >7,800 km² 3D and 10,000 km 2D acquisition programs . |
| Central European Drilling and Oilfield Services (Northern Iraq) | Managing Director | Not disclosed (during Viking tenure) | Implemented operational plans in Hungary, Romania, Bulgaria, Iraq . |
| CGG Veritas | Project Manager; Technical/Recording Crew Manager | Early 1990s onward (not fully specified) | Logistics/acquisition management in remote geographies; innovations credited at leading geophysical firm . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Society of Exploration Geophysicists | Member | Not disclosed | Professional affiliation . |
| European Association of Geophysical Exploration | Member | Not disclosed | Professional affiliation . |
| American Chamber of Commerce | Member | Not disclosed | Professional affiliation . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary | 287,500 | 300,000 | 300,000 |
| Cash bonus | — | — | — |
| Option awards (grant-date fair value) | 146,280 | 28,578 | 1,873 |
| All other compensation | 14,385 | 13,200 | 13,200 |
| Total | 448,165 | 341,778 | 315,073 |
Notes:
- Salary progression under Employment Agreement: $200,000 (2019 hire), $250,000 (CEO promotion 2020), $300,000 (effective Apr 1, 2022) .
- No target bonus program disclosed; bonuses for CEO not paid in 2022–2024 .
Performance Compensation
Option Grants (service-vested; typical vesting 1 year under 2021 Plan)
| Grant date | No. options | Exercise price | Vesting | Expiration | Grant-date FV (USD) |
|---|---|---|---|---|---|
| Jan 4, 2024 | 25,000 | $0.0749 | 1 year | Jan 4, 2034 | 1,872 |
| Sep 22, 2023 | 400,000 | $0.0676 | 1 year | Sep 22, 2033 | 27,040 |
| Jan 9, 2023 | 25,000 | $0.0615 | 1 year | Jan 9, 2033 | 1,537 |
| Jul 9, 2021 | 100,000 | $0.3912 | 1 year (2021 Plan) | Jul 9, 2031 | 39,120 |
| May 21, 2021 | 200,000 | $0.5900 | Fully vested at grant (2011 Plan) | May 21, 2031 | 118,000 |
| Jan 4, 2021 | 50,000 | $0.9150 | Fully vested at grant (2011 Plan) | Jan 4, 2031 | 45,750 |
| Jan 4, 2021 | 25,000 | $0.9150 | Fully vested at grant (2011 Plan) | Jan 4, 2031 | 22,875 |
Performance metric design:
- Awards are time-based stock options; no disclosed revenue/EBITDA/TSR performance conditions. Minimum 1-year vesting applies under the 2021 Plan (with some 2011 Plan grants fully vested at grant) . The 2021 Plan prohibits repricing and includes clawback/recoupment .
Option exercises:
- 2023: Exercised 25,000 options; value realized $1,038 .
- 2024: Exercised 25,000 options; no taxable income added because exercise price exceeded market price at exercise date .
Equity Ownership & Alignment
- Insider policy prohibits hedging, short sales, margin purchases, and pledging; exceptional pledges require CEO and CLO/CCO approval; no 10b5‑1 plans are in effect per 2025 proxy . Similar restrictions disclosed in 2024/2023 proxies .
- 2021 Plan includes clawback: committee may recover awards per Incentive-Based Compensation Recoupment Policy .
Beneficial ownership progression (Dunn):
| As of record date | Common shares owned | Options counted within 60 days | Source |
|---|---|---|---|
| 2021 | 50,000 | 225,000 | (footnote 16) |
| 2022 | 200,000 | 400,000 | (footnote 16) |
| 2024 | 250,000 | 1,300,000 | (footnote 16) |
| 2025 | 250,000 | 1,725,000 | (footnote 16) |
Outstanding CEO option detail (12/31/2024):
| Exercisable options | Exercise price | Expiration |
|---|---|---|
| 75,000 | $0.9150 | Jan 4, 2031 |
| 200,000 | $0.5900 | May 21, 2031 |
| 100,000 | $0.3912 | Jul 9, 2031 |
| 25,000 | $0.1500 | Jan 4, 2032 |
| 200,000 | $0.1529 | Jan 5, 2032 |
| 400,000 | $0.1451 | Apr 15, 2032 |
| 300,000 | $0.1797 | Sep 23, 2032 |
| 400,000 | $0.0676 | Sep 22, 2033 |
| 25,000 | $0.1046 | Jan 3, 2035 |
Stock ownership guidelines:
- Prior proxy (2018) showed equity retention guidelines and director ownership guideline of 2x board fees within five years; guidelines reviewed annually (historical disclosure) .
Employment Terms
- Start date and roles: Joined May 1, 2019 (Director of Operations); appointed COO June 13, 2019; promoted to CEO June 11, 2020 (retaining COO) and elected to Board .
- Employment agreement: Initial $200,000 salary with 100,000 options (50k vest Sep 1, 2019; 50k vest Jan 1, 2020). CEO salary set at $250,000 (June 11, 2020), increased to $300,000 (effective Apr 1, 2022) .
- Severance: If terminated other than for “Just Cause” during renewal term, salary continuation for 12 months; as of 12/31/2024, modeled severance would be $300,000 (12 months of base) .
- Change-of-control: Company generally does not provide specific CoC severance or automatic vesting acceleration; termination impacts outstanding options per plan terms .
- Clawback: 2021 Omnibus Plan contains clawback/recoupment provision .
- Non-compete, non-solicit, garden leave, post-termination consulting: Not disclosed in proxies for Dunn .
- Insider trading policy: No hedging/pledging/margin; no 10b5‑1 plans currently in effect .
Board Governance
- Board service: Director since June 11, 2020; Class III term through the 2026 annual meeting .
- Committee roles: Chair, Technical, Reserves and Environmental, Health & Safety (EHS) Committee (members include Monty Kness, Jeffrey Moskowitz, Pandji Putra, Dr. Lee Russell) .
- Independence: Dunn is an executive director (non‑independent). Board has a Lead Independent Director (Paul Oroian). Independent directors meet in executive session at least annually .
- Board meetings/attendance: 4 Board meetings in FY2024; directors attended 100% of Board and committee meetings (company-wide disclosure) .
- Dual-role implications: CEO serving as director while Executive Chairman (John Brown) leads the Board; potential concentration of leadership authority mitigated by Lead Independent Director and fully independent Audit/Compensation/Nominating committees .
Director Compensation
- Non-employee director fees: $1,500/month board retainer ($18,000/year) plus $1,000/month for committee chair roles ($12,000/year); options also granted under the equity plan . Dunn (as an employee-director) is not listed in the non-management director compensation table .
- Example (2024): Non-employee directors received cash retainers per above; option awards valued per Black‑Scholes .
Compensation Structure Analysis
- Mix and trends: Heavy emphasis on equity via stock options; CEO base salary held flat at $300k in 2023–2024 with minimal new option grant fair values in 2024 ($1,873), indicating cash preservation and option-based alignment .
- Peer benchmarking: Company uses small-cap energy/industrial peer set; analysis shows Zion CEO total compensation below peer averages over multi-year periods; NEO comp as % of market cap below most peers (e.g., 2024 proxy “Table 2”) .
- Say-on-pay/feedback: 2023 say‑on‑pay approval ~88.6%; 2024 director approvals ~95% (no director below 80%)—Board cited as validation to maintain approach .
Related Party Transactions and Other Risks
- Related party: 2019 and 2020 8‑Ks for Dunn’s appointments disclose no familial relationships or related party transactions requiring disclosure .
- Legal/investigations: No specific proceedings disclosed for Dunn in the proxies reviewed.
- Hedging/pledging: Prohibited except rare approved pledges; no pledges disclosed for Dunn .
- Option repricing/gross-ups: 2021 Plan prohibits repricing; no excise tax gross-ups; no single-trigger vesting for assumed awards upon change in control .
Performance & Track Record Context
- Operations and execution: Company highlights acceptance of MJ‑01 work plan by Israeli Supervisory Committee and active re-entry/testing timeline; pre-revenue status means value creation tied to exploration outcomes and regulatory execution .
- Financial state: No revenues or operating income at present (pre‑production) .
Equity Ownership & Overhang (Insider Selling Pressure)
- Near-term vesting: Options generally vest after 1 year; multiple option tranches outstanding with expirations 2031–2035; limited 2023–2024 exercises (25k each) with de minimis or zero realized value suggest minimal recent selling pressure .
- Beneficial ownership remains modest in absolute share count (250k shares plus options within 60 days as of 2025 record date) relative to >965–1,031 million shares outstanding in 2025 proxy context .
Employment Terms (Severance/CoC Economics) – Summary Table
| Item | Terms |
|---|---|
| Base salary (CEO) | $300,000 (since Apr 1, 2022) . |
| Severance (non‑cause termination) | 12 months base salary (e.g., $300,000 modeled at 12/31/2024) . |
| Change‑of‑control | Generally no specific CoC severance; no automatic vesting acceleration; options governed by plan . |
| Clawback | Awards subject to recoupment per company policy under 2021 Plan . |
| Hedging/pledging | Prohibited (with narrow pledge exceptions requiring approvals) . |
Investment Implications
- Alignment: Low cash pay and predominant use of time‑vested options align upside with exploration success while preserving cash; clawback and anti‑hedging policies support alignment, but absence of performance‑based equity reduces pay-for-performance sensitivity to operating metrics .
- Retention: One‑year vesting cadence and 10‑year option terms provide retention hooks; severance is modest (12 months base) with no CoC windfall or single‑trigger acceleration, limiting change‑in‑control moral hazard .
- Governance: CEO is a non‑independent director under an Executive Chair, but presence of a Lead Independent Director and independent key committees mitigate dual‑role risks; CEO also chairs EHS/Reserves committee, which can raise oversight independence considerations in technical assurance .
- Signal watchlist: Monitor future grants (size/strike/vesting), any 10b5‑1 plan adoptions, pledge approvals, or related-party disclosures; execution milestones at MJ‑01/NMVL 434 remain primary drivers of option moneyness and any insider exercise/selldown dynamics .