Virginia Prodan
About Virginia Prodan
Independent director (Class III) at Zion Oil & Gas since July 1, 2018; age 60 in the 2024–2025 proxies. International human rights attorney; CEO/founder of Virginia Prodan Ministries; Allied Attorney with Alliance Defending Freedom. Education: JD (Bucharest Law School, 1977), LL.M. (1995) and JD (1997) from Southern Methodist University; licensed in Texas and Colorado; prior internships at Institute for Justice and with U.S. District Judge Sidney Fitzwater. The Board cites her expertise in human and labor rights and social governance as core credentials for nomination and service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Prodan Ministries | CEO & Founder | Ongoing | Human rights advocacy; governance perspective cited by ZNOG board |
| Alliance Defending Freedom | Allied Attorney | Ongoing | Legal advocacy; governance insight cited by ZNOG |
| Institute for Justice (Washington, D.C.) | Legal Intern | Prior | Legal training background |
| U.S. District Court, N.D. Texas (Judge Sidney Fitzwater) | Judicial Intern | Prior | Legal training background |
| El Centro College Paralegal Program | Adjunct Faculty | Prior/Ongoing (not precisely dated) | Education and training; public exposure cited by ZNOG |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Religious Broadcasters (NRB) | President’s Council Board Member; Ambassador | Ongoing | Public policy and First Amendment advocacy |
| Abraham Foundation | Member | Ongoing | Non-profit involvement |
| International Christian Embassy Jerusalem (ICEJ) | Advisory Board Member | Ongoing | Non-profit involvement |
| Stand with Persecuted Churches | Advisory Board Member | Ongoing | Human rights advocacy |
| 21st Century Wilberforce Ministry | Advisory Board Member | Ongoing | Human rights advocacy |
| 4word women.org | Advisory Board Member | Ongoing | Non-profit involvement |
| State Republican Executive Committee — Senate District 16 (TX) | Board of Directors | Ongoing | Political organization board service |
| Texas Holocaust and Genocide Commission | Appointee | Appointed 2018 | State appointment by Gov. Greg Abbott |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (not chair). Co-chairs: Kent Siegel and Brad Dacus; committee also includes Gene Scammahorn and Paul Oroian.
- Independence: Determined independent under NASDAQ/OTC standards; listed among independent directors on the record date in 2024 and 2025.
- Board class/term: Class III director; term expires at the 2026 Annual Meeting.
- Board attendance: 100% of Board and committee meetings in FY 2022, FY 2023, and FY 2024.
- Board structure: Lead Independent Director is Paul Oroian; independent directors meet in executive session at least annually.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board Meeting Attendance Rate | 100% | 100% | 100% |
| Committee Meeting Attendance Rate | 100% | 100% | 100% |
Fixed Compensation
- Program: Non-employee directors receive Board fees of $1,500 per month ($18,000 annually) and, if applicable, committee chairperson fees of $1,000 per month ($12,000 annually). Reimbursement of travel/lodging expenses is provided.
- Prodan’s cash fees: Received $18,000 in director fees in 2023 and 2024; 2021 total compensation included $18,000 fees plus $3,675 other compensation.
| Year | Fees Earned or Paid in Cash (USD) | Committee Chair Fees (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| 2021 | 18,000 | 0 (not disclosed as chair) | 3,675 | 21,675 |
| 2023 | 18,000 | 0 (not disclosed as chair) | 3,934 | 48,974 |
| 2024 | 18,000 | 0 (not disclosed as chair) | 0 | 18,000 |
Performance Compensation
- Structure: Director equity compensation via stock options; 2023 grant-date fair value reported; no performance metrics (TSR, EBITDA, ESG) disclosed for director pay.
- Valuation: Options valued under FASB ASC 718 using Black-Scholes; grant-date fair value disclosures provided at the director level.
| Performance Metric | Policy/Disclosure | Year(s) |
|---|---|---|
| Stock Options – Grant-Date Fair Value | $27,040 (Prodan, 2023) | 2023 |
| Performance metrics tied to director pay | None disclosed; director pay consists of cash fees and options, without stated performance conditions | 2023–2024 |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Prodan in the last five years.
- Committee interlocks: Not indicated; service limited to Nominating & Corporate Governance at ZNOG.
Expertise & Qualifications
- Human rights and governance perspective emphasized by ZNOG’s Board, citing extensive legal experience and social governance focus.
- Legal credentials: JD (Bucharest), LL.M. and JD (SMU), licenses in TX and CO, federal court admission; broad public/media engagement (45,000+ appearances) referenced by ZNOG.
Equity Ownership
- Beneficial ownership increased materially across proxies; counts include shares issuable upon exercise of options/warrants within 60 days of the record date per SEC rules.
| Record Date | Shares Beneficially Owned (units) |
|---|---|
| 2022 (466,706,000 OS) | 375,000 |
| 2023 (533,861,347 OS) | 975,000 |
| 2024 (≈730,000,000 OS) | 1,275,000 |
| 2025 (≈965,000,000 OS used for %; group table also references 1,031,000,000) | 1,650,000 |
Note: Percent of class for individual directors is not presented in the excerpts; tables include methodology and group totals.
Governance Assessment
- Independence and attendance: Strong governance signals—independence affirmed and 100% attendance across 2022–2024. These support board effectiveness and investor confidence.
- Committee engagement: Active member of Nominating & Corporate Governance, which oversees director selection, governance principles, and Code of Conduct enforcement; committee met and acted via consents alongside full Board meetings (e.g., 2023; 2022).
- Ownership alignment: Rising beneficial ownership to 1.65 million shares by 2025 suggests increased alignment with shareholders; however, 2024 compensation shows only cash fees, with no option award reported for Prodan that year.
- Compensation structure: Director pay remains modest and primarily fixed cash ($18,000 annually) with episodic options; absence of performance metrics in director pay reduces direct pay-for-performance alignment but is typical for non-employee directors at micro/small-cap firms.
- Related-party/conflicts: Company has formal related-party approval policies via Audit Committee and Code of Conduct; no specific related-party transactions involving Prodan are disclosed in the provided documents.
- Shareholder sentiment: 2023 say-on-pay advisory vote passed (189.7M For; 24.4M Against; 15.9M Abstain), supporting overall compensation governance, though not director-specific.
Red Flags
- None explicitly disclosed regarding Prodan: no family relationships, no related-party transactions, and full attendance; continued service on political and non-profit boards warrants routine conflict screening but no issues are reported in filings.