Sarah Caygill
About Sarah Caygill
Sarah Caygill, age 63, is an independent director of Zion Oil & Gas (ZNOG) elected on June 9, 2021. She is an experienced financial analyst, portfolio manager, asset allocator, and independent board director with a Masters in Modern Languages and Philosophy from Oxford University; she holds British and Swiss citizenships and resides in Geneva, Switzerland . She is currently Chair of the Compensation Committee and serves on the Audit and Investment Committees; the Board classifies her as independent under NASDAQ/OTC criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chase Manhattan (London) | Early career finance | Began 1984 | Foundation in banking analysis |
| BZW & Schroders (London) | Equity analyst covering French equities | Late 1980s | Sector coverage and research |
| Trygg Hansa SPP (Sweden) | Portfolio Manager (French, Spanish, Italian equities) | Joined 1990 | Cross-border portfolio management |
| J.P. Morgan Private Bank (Geneva) | Managed advisory portfolios (Europe, EM) | 1993 onward | Advisory mandates, performance above benchmarks |
| CIBC (Geneva) | Vice President; ran institutional/private portfolios; sector responsibility (European Consumer & Services) | Late 1990s | Sector oversight, outperformance vs peers |
| White Mountain | Founder, European equity long/short hedge fund | Launched 2000 | Built alternative strategy platform |
| Arrow Hedge Partners | Established European operations; manager due diligence; investment committee | Post-2000 | Fund-of-funds selection, governance |
External Roles
| Organization | Role | Focus/Notes |
|---|---|---|
| Pelion Advisors (Geneva) | Independent Fund Director and Advisor | Fund governance, advisory |
| AIMA | Member | Alternative investment industry body |
| 100 Women in Finance | Member | Professional network |
| IPAF Group | Panel director | Independent non-executive oversight for alternative funds |
| Independent directorships | Independent director for alternative and absolute return funds, management companies, foundations, corporations across Cayman, Luxembourg, Switzerland, Ireland | Since 2011 |
Board Governance
- Independence: The Board asserts she meets NASDAQ/OTC independence criteria; all members of Audit, Compensation, and Nominating/Governance Committees are independent .
- Classification and term: Class I director; term expires at the 2027 Annual Meeting alongside Kent Siegel, Javier Mazón, Jeffrey Moskowitz, and John Brown .
- Committee assignments:
- Compensation Committee: Chair; members are Caygill, Mazón, Siegel .
- Audit Committee: Member; committee chaired by Paul Oroian; members include Oroian, Siegel, Dacus, Caygill .
- Investment Committee: Member; chaired by Kent Siegel; members include Siegel, Caygill, Scammahorn, van Brauman (committee met once in 2024) .
- Attendance: In 2024, the Board held four meetings and each director attended 100% of Board and 100% of their committee meetings; the Audit Committee met five times; Compensation met once; Nominating/Governance met once; Investment met once .
- Lead Independent Director: Paul Oroian; serves as liaison and leads executive sessions .
Fixed Compensation
| Component | Structure | 2024 Amount (USD) |
|---|---|---|
| Board retainer (cash) | $1,500/month | $18,000 |
| Committee chair fee (cash) | $1,000/month (for chair/co-chair) | $12,000 |
| Total cash fees (Caygill) | Retainer + chair fee | $30,000 |
| Equity grants to directors (2024) | Stock options (if granted) | No option awards shown in 2024 director table |
Notes:
- Non-employee director program consists of monthly board fees, chair fees, and option grants; 2024 table shows cash fees for directors and no option award values for that year’s director compensation schedule .
- Travel/lodging reimbursed per policy .
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Director performance metrics (TSR, revenue, ESG) | Not disclosed for directors | Director pay structured as fixed cash fees; no performance metrics specified in director compensation section |
The Compensation Committee employs an independent corporate consultant, peer benchmarking, and market-cap aligned analysis for executive compensation; as Chair, Caygill oversees this process and the CD&A, including peer group selection and methodology .
Other Directorships & Interlocks
- Public company boards: None disclosed for Caygill in the proxy .
- Interlocks: No related-party transactions or interlocks disclosed involving Caygill; Audit Committee reviews related-party transactions per charter .
Expertise & Qualifications
- Financial markets: Decades of equity analysis, portfolio management, hedge fund operations, and manager due diligence across Europe and emerging markets .
- Governance: Independent directorships across multiple fund jurisdictions; AIMA, 100 Women in Finance, IPAF governance roles .
- Education: Masters in Modern Languages and Philosophy, Oxford University .
- Board-relevant perspective: Finance and asset allocation expertise cited as valuable to ZNOG’s Board .
Equity Ownership
| Category | Amount | Type/Details |
|---|---|---|
| Total beneficial ownership | 1,625,000 | Shares issuable upon exercise of stock options currently exercisable or exercisable within 60 days of Record Date; footnote (7) |
| Direct share ownership | Not disclosed | Beneficial ownership comprised solely of options per footnote |
| Ownership guidelines | Not disclosed | No director ownership guidelines noted in proxy |
| Hedging/pledging | Prohibited (exceptions require CEO and CLO/CCO approval) | Insider trading policy bans hedging, short sales, pledging except rare approved collateral pledges; no Rule 10b5-1 plans in effect |
| Section 16 compliance | Timely filings in 2024 | Company states all Section 16(a) filing requirements were met timely for the year ended Dec 31, 2024 |
Governance Assessment
- Strengths:
- Independent status; service as Compensation Committee Chair, and member of Audit and Investment Committees—positions central to pay discipline, controls, and capital oversight .
- 100% attendance at Board and committee meetings in 2024; attended the 2024 Annual Meeting—signals high engagement .
- Compensation oversight includes independent consultant, peer benchmarking, and market-cap aligned analysis; Compensation Committee report signed by Chair Caygill in March 2025 .
- Director election approvals in 2024 were ~95%, and 2023 say-on-pay approval was ~88.6%—supportive shareholder sentiment .
- Insider policy restricts hedging/pledging; Section 16 compliance timely—reduces alignment and disclosure risks .
- Considerations:
- 2024 director pay was cash-only (retainer plus chair fee); while equity alignment exists via previously granted options (1,625,000 option-based beneficial ownership), no new director equity grants appear in 2024 table—monitor ongoing equity alignment .
- Large, multi-committee Board structure (six committees) demands continued diligence to avoid diffusion of accountability; current leadership roles (Lead Independent Director, committee charters) mitigate this risk .
- RED FLAGS: None disclosed specific to Caygill—no related-party transactions, legal proceedings, or attendance shortfalls identified in the proxy .