Not independent
Tenure on this board
0.8 yrs
6 nominees · 5 ballot items.
Elect six directors; ratify Weaver and Tidwell as auditors; non-binding advisory vote to approve executive compensation (‘Say-on-Pay’); non-binding advisory vote on frequency of Say-on-Pay (1, 2, or 3 years); and approve the Third Amendment to the PEDEVCO 2021 Equity Incentive Plan (increase share reserve).
Elect six directors to serve one-year terms: Josh Schmidt, J. Douglas Schick, John K. Howie, Martyn Willsher, Edward Geiser, and Kristel Franklin.
Ratify the appointment of Weaver and Tidwell, L.L.P. as the company’s independent auditors for fiscal year ending December 31, 2026.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast an advisory (non-binding) vote approving the compensation paid to PEDEVCO’s named executive officers as disclosed in the proxy statement. Management and the Compensation Committee are seeking this advisory endorsement to confirm that their pay practices — which include base salaries, discretionary cash bonuses, and various equity awards including time- and performance-based restricted stock — are aligned with company strategy and shareholder interests. The Company frames its compensation program around competitiveness with peers, accountability for both corporate and individual performance, and alignment with stockholder returns through equity awards. Because the vote is advisory, it will not legally bind the Board but the Board and Compensation Committee state they will carefully consider the voting outcome when making future compensation decisions. The request for approval comes after substantial recent governance and compensation activity (including new employment agreements, performance-based awards, and a refreshed Compensation Committee engagement with an external compensation consultant). The Board’s affirmative recommendation reflects its view that current pay elements promote long-term value creation while providing necessary retention incentives following the Mergers and organizational changes. The proposal should be evaluated in light of the company’s recent restatements and governance changes discussed elsewhere in the proxy, though management notes that past restatements did not require clawbacks of compensation. Overall, the Board presents the vote as a signal of support for its pay philosophy and as an input for future compensation governance decisions.
Advisory, non-binding vote on whether future advisory votes on executive compensation should be held every 1, 2, or 3 years (board recommends '1 Year').
This advisory proposal asks shareholders to indicate how often the company should hold non-binding 'say-on-pay' votes — annually, biennially, or triennially — with the Board recommending an annual vote. Management seeks a one-year frequency arguing that an annual advisory vote provides the most timely stockholder feedback, enabling the Board and Compensation Committee to respond rapidly to investor concerns and better align compensation practices with shareholder expectations. The Board notes that although compensation programs are designed with multi-year elements, annual votes improve engagement and transparency and signal accountability following organizational or compensation changes. The vote is advisory and non-binding, and the Board will consider the plurality result in setting future practice. The recommendation reflects a governance posture that prioritizes regular dialogue with investors and a desire to integrate shareholder input into short- and long-term compensation design. Investors should weigh the tradeoff between frequent feedback and the potential for shorter-term focus when considering whether to support annual versus multi-year advisory cycles. The company intends to report its decision regarding frequency in an 8-K within the prescribed timeframe after the meeting.
Approve the Third Amendment to the 2021 Equity Incentive Plan to increase the share reserve from 900,000 to 1,800,000 shares and raise certain per-participant and ISO limits.
This management proposal requests shareholder approval to amend the Company’s 2021 Equity Incentive Plan by adding 900,000 shares (increasing the total authorized under the plan from 900,000 to 1,800,000). Management states the plan reserve has been materially depleted by historical grants and the reverse stock split adjustments, and without approval the company may lack sufficient shares to grant competitive equity awards for 2026–2027. The Board and Compensation Committee present the amendment as a tool to attract, retain and motivate employees and directors by enabling continued use of time- and performance-based equity, and they emphasize that the proposed increase represents approximately 6.67% of the Company’s fully-diluted shares as of the date of the proxy. The Amendment also raises per-participant annual limits and the maximum number of shares that may be issued as ISOs to align administrative mechanics with the larger reserve. In recommending a vote FOR, the Board considered share usage (burn rate), projected future grants, and expected forfeitures, concluding that the additional shares would satisfy equity needs for two to three years while managing dilution. Risks for shareholders include further dilution and the ordinary governance oversight questions that accompany larger equity runways; management notes it will continue to manage awards and consider shareholder dilution. The proposal should be evaluated in the context of the company’s recent Mergers, executive hiring and retention needs, and the Compensation Committee’s use of external advisors, which informed the recommended sizing. If shareholders do not approve the proposal, the Amendment will not become effective and the current plan limits will remain in place, potentially constraining the company’s ability to grant equity-based compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Juniper Capital Advisors, L.P. | 51.63% | 6,861,564 | $92M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.41% | 187,404 | $3M |
| 3 | BlackRock, Inc. | 0.88% | 117,581 | $2M |
| 4 | MORGAN STANLEY | 0.87% | 115,485 | $2M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.23% | 31,131 | $419K |
| 6 | AMERICAN CENTURY COMPANIES INC | 0.15% | 20,349 | $274K |
| 7 | UBS Group AG | 0.15% | 19,791 | $266K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.09% | 12,221 | $164K |
| 9 | STATE STREET CORP | 0.09% | 11,325 | $152K |
| 10 | NORTHERN TRUST CORP | 0.08% | 11,193 | $151K |
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