Directors and Management
Board of Directors
James Perry (“J.P.”) Bryan, Jr., Chairman of Resaca, aged 68
Mr. Bryan is the Chief Executive Officer of Torch Energy Advisors Incorporated. During his 40-year career in the energy industry, Mr. Bryan has served as president, chief executive officer and chairman of the board of various independent exploration and production companies, including Bellwether Exploration Company, Nuevo Energy Company and Gulf Canada Resources Limited. He was also chairman of the board and chief executive officer of Torch and its predecessor company. He is a former member of the board of directors of AutoNation, Inc., a seller of new and used automobiles. Mr. Bryan earned a bachelor's degree in business and a law degree from the University of Texas. Mr. Bryan earned a Bachelor of Arts degree and a law degree from the University of Texas. He also received a degree in international business from the American Institute of Foreign Trade (Thunderbird).
John J. (“Jay”) Lendrum III, Chief Executive Officer and Director of Resaca, aged 57
Mr. Lendrum became Chief Executive Officer of Resaca in August 2007. He re-joined Torch as its President and Chief Operating Officer in 2005 having previously worked at Torch from 1986 to 1993. He was founder and President of Rockport Resources Capital Corporation, a firm that specialized in providing capital to the energy industry and has been a principal in a private mid stream gas company. Mr. Lendrum previously served as Executive Vice President and Chief Financial Officer of Torch and was involved in the management of Nuevo Energy Company, Bellwether Exploration Company, and Energy Assets International Corporation. He was also Executive Vice President and Chief Financial Officer of a private oil & gas exploration company for four years and worked with KPMG Peat Marwick for seven years. Mr. Lendrum graduated from the University of Texas in 1973 with an undergraduate degree in Finance and completed his graduate studies in Accounting Theory. He is also on the Board of Directors of BPZ Energy, a company with oil and gas activities in South America.
John Bentley, Non-executive Director, aged 60
Mr. Bentley has over 35 years experience in the natural resources sector. He was Managing Director of Gencor's Brazilian mining company, Sao Bento Mineracao, during the period 1988 to 1993 when he became Chief Executive Officer of Engen's Exploration and Production (“E&P”) division. In 1996, he was instrumental in spinning off Energy Africa from Engen and listing it on the Johannesburg and Luxembourg stock exchanges. As Chief Executive Officer during its first five years, he guided Energy Africa Limited through its development into one of the leading independent E&P companies in Africa. More recently he was Executive Chairman of FirstAfrica Oil plc from September 2006 until its acquisition by BowLeven plc in early 2007. He is non-executive chairman of CDS Oil & Gas Group Plc, Faroe Petroleum plc and Artumas Group Inc. and a non-executive director of Rift Oil plc. Mr. Bentley holds a degree in Metallurgy from Brunel University.
Judy Ley Allen, Non-executive Director, aged 69
Ms. Allen has, since 1977, been an asset manager for Allen Investments, which has significant holdings in oil and gas, real estate, timberland and stocks and bonds. She is a former director of the Federal Reserve Bank of Dallas and currently sits on the Advisory Board of Governors of Rice University. She is an advisory trustee of the Houston Ballet Foundation and a trustee of the Houston Museum of Natural Science. Ms. Allen received a Bachelor of Arts degree from Stanford University and a Master's degree in Business Administration from Harvard Business School.
R. Kelly Plato, Non-executive Director, aged 38
R. Kelly Plato serves as Senior Vice President and Managing Director of NGP Capital Resources Company (Nasdaq:NGPC), a publicly traded financial services company organized to invest, primarily, in small and mid-size private energy companies. Mr. Plato has 15 years of investment management, corporate finance, engineering, and general management experience in the energy industry. Mr. Plato also serves on the Board of Managers of one of NGP’s portfolio companies, Rubicon Energy Partners, LLC. Prior to joining NGP, Mr. Plato was a co-founder and partner of Odyssey Energy Capital, LLC, a private capital provider to the energy industry. Prior to Odyssey, Mr. Plato served in various management positions with Mirant Americas Energy Capital, LP, Tri-Union Development Corporation and Fina Oil and Chemical Company. Mr. Plato earned a Bachelor of Science degree in Petroleum Engineering from Texas A&M University and a Doctorate of Jurisprudence from South Texas College of Law.
Management
The following Torch employees are also co-employed by Resaca and will serve as part of the key management team of Resaca in the following capacities:
Dennis Hammond, President and Chief Operating Officer of Resaca, aged 52
Mr. Hammond joined Torch as the President and Chief Operating Officer of Resaca in August 2007. He has over twenty nine years of progressive experience in petroleum engineering. Mr. Hammond began his career with Chevron in 1978 and worked with both major and independent oil companies over the course of his career. Mr. Hammond was formerly a Vice President of Torch and subsequently became Vice President of Nuevo Energy Company when it was formed in 1990. While at Nuevo, he managed all of the company’s operations and engineering efforts. In 2002, he co-founded Everlast Energy and subsequently co-founded Five Point Energy, both of which were successful acquisition and exploitation firms. Mr. Hammond holds a Bachelor of Science degree in petroleum engineering from Texas A&M University and is a registered professional engineer in the State of Texas.
Bob Porter, Vice President of Engineering of Resaca, aged 52
Mr. Porter joined Torch as the Vice President of Engineering of Resaca in September 2008. He has thirty years of experience in reservoir engineering, operations and economic evaluations;beginning his career with Chevron in 1978 and subsequently working with mid-sized independent oil and gas companies over the course of his career. He has extensive experience in evaluation of both exploratory and development projects and asset management. Since 2003, he has been in a consulting role, managing the drilling, completions and operations of a Coal Bed Methane project in the Black Warrior Basin. Mr. Porter holds a Bachelor of Science degree in petroleum engineering from Texas A&M University.
Randy Ziebarth, Vice President – Operations of Torch and Resaca, aged 57
Mr. Ziebarth joined Torch in 1993. Mr. Ziebarth began his professional oil and gas career in 1976 in various operational capacities that included production and drilling engineering positions in addition to reservoir engineering applications. He has a broad and diverse experience base with mid-sized independent companies (including Maxus, Devon Energy, and Plains Resources) in both upstream and midstream operations as well as in commercial management, including business and project development, product marketing, acquisitions and divestitures, analysis and negotiation of agreements and deal structures. Mr. Ziebarth is a graduate of West Texas A&M University (Psychology and Math, 1975). Mr. Ziebarth serves in this same capacity for Resaca.
Mary Lou Fry, Vice President and General Counsel of Torch and Resaca, aged 50
Ms. Fry joined Torch in 1992 as Assistant General Counsel. She became Vice President and General Counsel for Torch in January 2004. She is responsible for the legal and land departments. Ms. Fry began her career with the Houston office of Mayer, Brown & Platt, LLP (now Mayer, Brown) in 1983 where she was a member of the Natural Resources and Finance practice groups. Ms. Fry then worked in the exploration and production area of the Shell Oil Company legal department from 1990 until 1992 when she joined Torch. She is admitted to practice law in the State of Texas. She is a 1983 graduate of Vanderbilt University School of Law and a 1980 graduate of the University of Kentucky Business School with an honors degree in Economics. Ms. Fry serves in this same capacity for Resaca.
Chris Work, Vice President and Chief Financial Officer of Torch and Resaca, aged 40
Mr. Work joined Torch in February 2007. In addition to his accounting responsibilities, Mr. Work is also responsible for Torch’s information technology functions. Prior to joining Torch, Mr. Work served for three years as Chief Financial Officer of a privately held residential mortgage bank. Mr. Work held senior level management positions with El Paso Corporation and Belco Oil and Gas, two publicly held energy companies. In addition, Mr. Work has nearly eight years of public accounting experience with Arthur Andersen LLP and Ernst & Young LLP, where he primarily served oil and gas clients. Mr. Work is a certified public accountant and holds a Bachelor’s degree in Accounting from Texas A&M University. Mr. Work serves in this same capacity for Resaca.
Lisa C. Cohen, Vice President and Treasurer of Torch and Resaca, aged 44
Ms. Cohen began her career in the financial services industry as an analyst for Kidder, Peabody & Co. in New York. She then spent six years in the lease finance business in New York and San Francisco. Ms. Cohen worked for Gulf South Pipeline for in Houston before joining Torch in May of 2006. She earned her Master of Business Administration in Finance from New York University in 1992 and graduated from the University of Virginia in 1986. At Torch, Ms. Cohen is responsible for Treasury and Compliance, Risk Management and Human Resources. Ms. Cohen serves in this same capacity for Resaca.
Ralph Carthrae, Vice President – Marketing of Torch and Resaca, aged 64
Mr. Carthrae joined Torch in 1996. His career began at Conoco, Inc., where he achieved the position of Director of Refinery Supply. He moved on to gain a wide range of skills and knowledge through various positions with refining, exploration and productions, pipeline and reserves. His experience includes managing, trading, marketing and transportation of crude oil, natural gas and liquids for large integrated energy companies as well as independent producers. Mr. Carthrae graduated from Kansas State University with a Bachelor of Civil Engineering in 1967.
Kevin Andis, Controller of Torch & Resaca, aged 29
Mr. Andis joined Torch in October of 2008. Prior to joining the team, Mr. Andis served as a Manager of Finance for a publicly held industrial services company. Mr. Andis also brings with him 6 years of public accounting experience with Deloitte and UHY, LLP with a concentration on oil and gas clients. Mr. Andis is a certified public accountant and holds a Bachelor’s degree in Accounting and a Masters degree in Finance, both from Texas A&M University. Mr. Andis serves in this same capacity for Resaca. Mr. Andis serves in this same capacity for Resaca.
Corporate Governance
The board will meet regularly throughout the year and all the necessary information will be supplied to the directors on a timely basis to enable them to discharge their duties effectively. Matters will generally be reserved for consideration by the Board and certain matters are delegated to Board committees. The Board will be responsible for leading and controlling the Company and in particular for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure, acquisitions and senior personnel appointments.
The Board has the following committees:
Audit Committee
This committee, which comprises Kelly Plato (Chairman), John Bentley, and Judy Allen, will review the annual financial statements, internal control matters and the scope and effectiveness of external audit. Representatives of senior management and the external auditors will normally attend meetings though such attendance is at the invitation of the committee. The external auditors will have unrestricted access to the chairman of the committee. In addition, the committee will review the necessity for the establishment of an internal audit function but considers that, given the size of the Company and the close involvement of senior management in day-to-day operations, there is currently no requirement for such a function.
Compensation Committee
This committee, which comprises Judy Allen (Chairman), J.P. Bryan and John Bentley, will determine the Company's executive Directors' compensation. Non-executive Directors' fees will be considered and agreed to by the Board as a whole.
Nomination Committee
This committee, which comprises Jay Lendrum (Chairman), J.P. Bryan and Kelly Plato, will (i) assist the Board and the Shareholders by identifying individuals qualified to become Board members, and selecting, or recommending that the Board select, the director nominees for election at the annual or special meetings of the Shareholders or for appointment to fill vacancies; (ii) recommend to the Board director nominees for each committee of the Board; (iii) advise the Board about appropriate composition of the Board and its committees; (iv) lead the Board in its annual review of the performance of the Board and its committees; and (v) perform such other functions as the Board may assign to the committee from time to time.
Dealing Code
The Directors will comply with Rule 21 of the AIM Rules relating to dealings in the Company's shares and the Company has adopted a code on dealing in securities to ensure compliance by the Directors and applicable employees.