re dustins departure and exec compensation hounded on by bashers
there is no evidence whatsoever that senior executives salaries are going up.
Just the opposite- wording below implies John Brown continues at same salary while taking on CEO duties. Meanwhile the vice chairman of the board position held by Dustin is eliminated,logically saving ZN more money.
Dustins move also seems logical. Dustin is a drilling specialist. Robert Dunn is a geophysical specialist and has run Vikings geophysics for many years. Dustin came to ZN from and as CEO I believe of Viking,so Dustin and Mr Dunn have known each other for a long time.
Neither Dustin nor ZN expected to be doing a 3d survey until ca late November,2018. They found oil in Feb as per 2 Feb PR's and as per an Aug 16 PR filed Aug 17 and as per the 3q 10q and the 3-12-19 10k.
Their small acid job produced 90-110 barrels of oil water and completion fluid but was not commercially productive.
Light sweet oil-the good kind- was found in the 16415 to 16500 triassic layer just 100 feet from td of 16600 or 5060 meters,so there is a good chance the oil is deeper as it is offshore at the huge leviathon site where product is 5000-7000 m deep.
Delek thinks there's enough chance that the leviathon strata -and delek owns ca 45% of leviathon- to buy 70% of the license adjacent to ZN to the west!!!!!
Dustin and ZN have probably been talking to Robert Dunn since November and configuring what each others roles could be.
Viking is a bigger company than ZN from what I've seen,drilling throughout eastern europe africa and the middle east and perhaps other areas-will have to dd Viking some more-Dustin was managing the drilling of many wells at the same time for viking.-Other than that will have to dd as i said.
Jryan-if you know Vikings call letters and or exact name let me know.
It is a good thing when a small company like ZN can attract personnel from larger companies.
Robert Dunn has 26 years of senior management experience and a cushy well worn job at Viking,heading their entire geophysical operations since 2012 and portions of their territory for years before that,with 7800 sq km of 3d surveys and 10000 sq km of 2d
So Robert is an excellent choice as COO for the 3d survey.
Since Dustin and Robert both worked for Viking together and Robert was Vikings geophysical specialist while Dustin was a drilling specialist,that means that Dustin did not take charge of 2d and 3d surveys at Viking-unless its was before 2012 in a different theater of operations than Robert was in charge of.
So what should Dustin do when ZN now needs a geophysical specialist at a miminum as COO.
Should Dustin selfishly hold onto his gravy train track-where he was being groomed for the Chairman of the board-or should he step aside and let a geophysical specialist takeover as COO(Director of Operations).
Dustins good hearted motives are clear from both his onboarding letter and his resignation letter and from the videos of the June 5 stockholder meeting.
Its sad to see him go FOR NOW- who is to say he wont be back when they make a commercial discovery and need a drilling specialist again???!!!
Look forward - his departure does not mean the sky is falling!
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(i) On April 12, 2019, Zion Oil and Gas, Inc. (the “Company”) was advised by Dustin L. Guinn that he is resigning from his position as Chief Executive officer, President and Vice Chairman of the Board of Directors (the “Board”) of the Company, effective immediately. Mr. Guinn’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Guinn intends to remain available through May 10, 2019 to assist the Company in the transition process. A copy of Mr. Guinn’s resignation letter is attached as an exhibit to this Current Report on Form 8-K.
Item 8.01 Other Matters
Robert W.A. Dunn has joined the Company as Director of Operations, effective May 1, 2019. Mr. Dunn’s impressive resume includes over 26 years of senior management and field operations focusing on technologically driven seismic acquisition across the globe. During the past decade of working in the Eastern Hemisphere, Mr. Dunn has acquired more than 7,800 square kilometers of 3D and 10,000 kilometers of 2D seismic surveys which have helped exploration and production customers make informed decisions in their exploration programs. Mr. Dunn will be overseeing the Company’s planned acquisition and processing of 3D seismic data, in addition to other operational matters as they arise. A copy of Mr. Dunn’s biographical information is attached as an exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
(ii) In order to streamline the organizational structure of the Company with the departure of Mr. Guinn, on April 12, 2019, the Company’s Board appointed John M. Brown, the Company Executive Chairman of the Board, as the Chief Executive Officer. John M. Brown, age 79, is the founder of Zion Oil & Gas and has been a director and Chairman of the Board of Directors of Zion since its organization in April 2000. Mr. Brown was appointed Executive Chairman in January 2010. Mr. Brown, previously served as the Company’s Chief Executive Officer from April 2000 to September 2004 and as President from April 2000 to October 2001. He was also appointed as Interim Chief Executive Officer on October 18, 2012 and on January 1, 2014. Mr. Brown will continue to serve as the Executive Chairman. Mr. Brown has extensive management, marketing and sales experience, having held senior management positions in two Fortune 100 companies - GTE Valeron, a subsidiary of GTE Corporation and a manufacturer of cutting tools, where he was employed from 1966-86 and served as the corporate director of purchasing, and Magnetek, Inc., a manufacturer of digital power supplies, systems and controls, where he was corporate director of procurement during 1988-89. Mr. Brown holds a BBA degree from Fullerton College. Mr. Brown will continue to serve under the terms of his existing employment agreement with the Company[implies takes on ceo duties without additional compensation-a purpose of stream lining].
(iii) On April 12, 2019, the Company appointed William H. Avery, currently Executive Vice-President, General Counsel and a non-employee director on the Company’s Board, as President of the Company. William H. Avery, age 71, was appointed to the Board as a non-employee director, effective September 1, 2013. From 2001 to 2003, Mr. Avery worked on a broad variety of administrative, financial and legal matters for the Company. He served as Vice President of Finance and Treasurer commencing 2003 until 2007. He worked full time as Executive Vice President and Treasurer and as a director commencing in 2007 with responsibility for administration, finance and legal until 2010. From December 2012 to his current appointment, he has been retained as General Counsel and from October 2018 as Executive Vice-President to his current appointment under an independent consulting contract. Mr. Avery has a BBA in Finance and Economics from Southern Methodist University and a Juris Doctor from Duke University. Mr. Avery will continue to serve under the terms of his existing employment agreement with the Company.
There are no family relationships among either of Messrs Brown and Avery and any director or executive officer of the Company, and other than as described in this Item 5.02, neither Mr. Brown nor Mr. Avery have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Dustins resignation letter
April 12, 2019
John Brown
Chairman of the Board of Directors
Zion Oil and Gas
12655 North Central Expressway, Ste. 1000
Dallas, TX 75243
Dear John Brown and the Board of Directors,
The last three years have been a true journey of faith for me and one that I have absolutely loved. I felt that, as was written in Esther 4:14,“.…you have come to your royal position for such a time as this.” I felt as though God called me to Zion to help drill and complete the MJ#1 well.
Part of being a leader, though, is the recognition that the organization which you lead has needs that change through time, and now is such a time, a time of transition. It therefore seems prudent for me to step down so that I can support the Company’s efforts to attract additional talent that will help accomplish the Company’s goals for its next stage of exploration. To that end, I believe Rob Dunn meets that requirement and will be critical to the success of this next phase.
I hereby resign my positions as CEO, President, COO and Vice Chairman of the Board, effectively immediately. I love Israel, believe in Zion’s project and the science supporting it, and will always be aligned with the vision of Zion and its mission.
Zion Oil & Gas was created for a purpose, and the purpose is bigger than any one person. The continued miracles that the Lord has done are evidence of His blessing on this company (Exodus 34:10-11).
I am indebted to the family at Zion and each of its shareholders and supporters and cannot wait to see how God will continue to use Zion to share the Gospel of Jesus Christ through its exploration efforts.
Sincerely,
Dustin Guinn
“I will bless those who bless you, And I will curse him who curses you; And in you all the families of the earth shall be blessed.”
Genesis 12:3
Exhibit 99.2
ROBERT W.A DUNN.
Profile
Began career in seismic acquisition 26 years ago working in all phases of acquisition from field operations to presidential and directorship roles in onshore drilling and geophysical related services spanning multiple continents. Mr. Dunn’s expertise has been focused on obtaining optimal results during exploration and developmental phases in frontier regions while advising and implementing program design and execution with geology and geophysics teams in order to obtain safe, and commercially effective results.
Experience
President Geophysical Viking Geophysical Service/Acoustic Geophysical Services — 2012- Present
Mr. Dunn was responsible for managing all aspects of geophysical exploration with operations in Europe, Turkey and Africa. During peak operations Mr. Dunn managed in excess of 500personnel and 6 crews. Having acquired over 7,800km2 of 3D along with 10,000km plus of 2D surveys in multiple landscapes with total contract values excessive 230 million USD Mr. Dunn focused on operational and financial leadership. Mr. Dunn continues to apply new technology and acquisition methodology with contractors and field management to obtain optimal exploration objectives for the E&P sector.
Managing Director Central European Drilling — 2013- Present
Responsible for the overall performance of the European drilling division. Execution of strategy and planning from the Board of Directors. Formulating and implementing required policies to achieve plans with an operational footprint focused in Hungary, Romania, and Bulgaria.
Managing Director Viking Oilfield Services N.Iraq — 2015-Present
Working with operations teams in N.Iraq to achieve all strategies and goals defined in yearly business plans focusing on growing Viking’s client base promoting increased asset utilization.
Technical Operations Manager — 2009- 2012 Viking Geophysical Services.
Introduced first autonomous wireless geophysical crew for primary E&P customer base which helped grow the exploration base during which I managed the acquisition of over 2200km2 of 3D which aided in the discovery of new basins thereby allowing E&P to make informed decisions on profitable exploration drilling.
Project Manager — 2000- 2006 CGG Veritas.
Responsible for the management of multiple programs in diverse regions ranging from Arctic to Jungle operations in South America. Mr. Dunn was responsible for all field operations in remote regions inclusive of logistics and acquisition operations. Mr. Dunn was also responsible for all activities based outside the corporate office reporting to the operations management teams and president.
Technical and Recording Crew Manager -1993-2000 Veritas.
Mr. Dunn was integral in the identification and promotion of new innovative processes helping Veritas achieve the vision becoming the largest most trusted name in the geophysical industry. Was instrumental in the development of new methods of geophysical acquisition throughout the Canadian Rocky Mountains including the utilization of helicopters to aid in the deployment and retrieval of seismic acquisition equipment
Other:
Member of the Society of Exploration Geophysicists. European Association of Geophysical Exploration.
there is no evidence whatsoever that senior executives salaries are going up.
Just the opposite- wording below implies John Brown continues at same salary while taking on CEO duties. Meanwhile the vice chairman of the board position held by Dustin is eliminated,logically saving ZN more money.
Dustins move also seems logical. Dustin is a drilling specialist. Robert Dunn is a geophysical specialist and has run Vikings geophysics for many years. Dustin came to ZN from and as CEO I believe of Viking,so Dustin and Mr Dunn have known each other for a long time.
Neither Dustin nor ZN expected to be doing a 3d survey until ca late November,2018. They found oil in Feb as per 2 Feb PR's and as per an Aug 16 PR filed Aug 17 and as per the 3q 10q and the 3-12-19 10k.
Their small acid job produced 90-110 barrels of oil water and completion fluid but was not commercially productive.
Light sweet oil-the good kind- was found in the 16415 to 16500 triassic layer just 100 feet from td of 16600 or 5060 meters,so there is a good chance the oil is deeper as it is offshore at the huge leviathon site where product is 5000-7000 m deep.
Delek thinks there's enough chance that the leviathon strata -and delek owns ca 45% of leviathon- to buy 70% of the license adjacent to ZN to the west!!!!!
Dustin and ZN have probably been talking to Robert Dunn since November and configuring what each others roles could be.
Viking is a bigger company than ZN from what I've seen,drilling throughout eastern europe africa and the middle east and perhaps other areas-will have to dd Viking some more-Dustin was managing the drilling of many wells at the same time for viking.-Other than that will have to dd as i said.
Jryan-if you know Vikings call letters and or exact name let me know.
It is a good thing when a small company like ZN can attract personnel from larger companies.
Robert Dunn has 26 years of senior management experience and a cushy well worn job at Viking,heading their entire geophysical operations since 2012 and portions of their territory for years before that,with 7800 sq km of 3d surveys and 10000 sq km of 2d
So Robert is an excellent choice as COO for the 3d survey.
Since Dustin and Robert both worked for Viking together and Robert was Vikings geophysical specialist while Dustin was a drilling specialist,that means that Dustin did not take charge of 2d and 3d surveys at Viking-unless its was before 2012 in a different theater of operations than Robert was in charge of.
So what should Dustin do when ZN now needs a geophysical specialist at a miminum as COO.
Should Dustin selfishly hold onto his gravy train track-where he was being groomed for the Chairman of the board-or should he step aside and let a geophysical specialist takeover as COO(Director of Operations).
Dustins good hearted motives are clear from both his onboarding letter and his resignation letter and from the videos of the June 5 stockholder meeting.
Its sad to see him go FOR NOW- who is to say he wont be back when they make a commercial discovery and need a drilling specialist again???!!!
Look forward - his departure does not mean the sky is falling!
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(i) On April 12, 2019, Zion Oil and Gas, Inc. (the “Company”) was advised by Dustin L. Guinn that he is resigning from his position as Chief Executive officer, President and Vice Chairman of the Board of Directors (the “Board”) of the Company, effective immediately. Mr. Guinn’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Guinn intends to remain available through May 10, 2019 to assist the Company in the transition process. A copy of Mr. Guinn’s resignation letter is attached as an exhibit to this Current Report on Form 8-K.
Item 8.01 Other Matters
Robert W.A. Dunn has joined the Company as Director of Operations, effective May 1, 2019. Mr. Dunn’s impressive resume includes over 26 years of senior management and field operations focusing on technologically driven seismic acquisition across the globe. During the past decade of working in the Eastern Hemisphere, Mr. Dunn has acquired more than 7,800 square kilometers of 3D and 10,000 kilometers of 2D seismic surveys which have helped exploration and production customers make informed decisions in their exploration programs. Mr. Dunn will be overseeing the Company’s planned acquisition and processing of 3D seismic data, in addition to other operational matters as they arise. A copy of Mr. Dunn’s biographical information is attached as an exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
(ii) In order to streamline the organizational structure of the Company with the departure of Mr. Guinn, on April 12, 2019, the Company’s Board appointed John M. Brown, the Company Executive Chairman of the Board, as the Chief Executive Officer. John M. Brown, age 79, is the founder of Zion Oil & Gas and has been a director and Chairman of the Board of Directors of Zion since its organization in April 2000. Mr. Brown was appointed Executive Chairman in January 2010. Mr. Brown, previously served as the Company’s Chief Executive Officer from April 2000 to September 2004 and as President from April 2000 to October 2001. He was also appointed as Interim Chief Executive Officer on October 18, 2012 and on January 1, 2014. Mr. Brown will continue to serve as the Executive Chairman. Mr. Brown has extensive management, marketing and sales experience, having held senior management positions in two Fortune 100 companies - GTE Valeron, a subsidiary of GTE Corporation and a manufacturer of cutting tools, where he was employed from 1966-86 and served as the corporate director of purchasing, and Magnetek, Inc., a manufacturer of digital power supplies, systems and controls, where he was corporate director of procurement during 1988-89. Mr. Brown holds a BBA degree from Fullerton College. Mr. Brown will continue to serve under the terms of his existing employment agreement with the Company[implies takes on ceo duties without additional compensation-a purpose of stream lining].
(iii) On April 12, 2019, the Company appointed William H. Avery, currently Executive Vice-President, General Counsel and a non-employee director on the Company’s Board, as President of the Company. William H. Avery, age 71, was appointed to the Board as a non-employee director, effective September 1, 2013. From 2001 to 2003, Mr. Avery worked on a broad variety of administrative, financial and legal matters for the Company. He served as Vice President of Finance and Treasurer commencing 2003 until 2007. He worked full time as Executive Vice President and Treasurer and as a director commencing in 2007 with responsibility for administration, finance and legal until 2010. From December 2012 to his current appointment, he has been retained as General Counsel and from October 2018 as Executive Vice-President to his current appointment under an independent consulting contract. Mr. Avery has a BBA in Finance and Economics from Southern Methodist University and a Juris Doctor from Duke University. Mr. Avery will continue to serve under the terms of his existing employment agreement with the Company.
There are no family relationships among either of Messrs Brown and Avery and any director or executive officer of the Company, and other than as described in this Item 5.02, neither Mr. Brown nor Mr. Avery have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Dustins resignation letter
April 12, 2019
John Brown
Chairman of the Board of Directors
Zion Oil and Gas
12655 North Central Expressway, Ste. 1000
Dallas, TX 75243
Dear John Brown and the Board of Directors,
The last three years have been a true journey of faith for me and one that I have absolutely loved. I felt that, as was written in Esther 4:14,“.…you have come to your royal position for such a time as this.” I felt as though God called me to Zion to help drill and complete the MJ#1 well.
Part of being a leader, though, is the recognition that the organization which you lead has needs that change through time, and now is such a time, a time of transition. It therefore seems prudent for me to step down so that I can support the Company’s efforts to attract additional talent that will help accomplish the Company’s goals for its next stage of exploration. To that end, I believe Rob Dunn meets that requirement and will be critical to the success of this next phase.
I hereby resign my positions as CEO, President, COO and Vice Chairman of the Board, effectively immediately. I love Israel, believe in Zion’s project and the science supporting it, and will always be aligned with the vision of Zion and its mission.
Zion Oil & Gas was created for a purpose, and the purpose is bigger than any one person. The continued miracles that the Lord has done are evidence of His blessing on this company (Exodus 34:10-11).
I am indebted to the family at Zion and each of its shareholders and supporters and cannot wait to see how God will continue to use Zion to share the Gospel of Jesus Christ through its exploration efforts.
Sincerely,
Dustin Guinn
“I will bless those who bless you, And I will curse him who curses you; And in you all the families of the earth shall be blessed.”
Genesis 12:3
Exhibit 99.2
ROBERT W.A DUNN.
Profile
Began career in seismic acquisition 26 years ago working in all phases of acquisition from field operations to presidential and directorship roles in onshore drilling and geophysical related services spanning multiple continents. Mr. Dunn’s expertise has been focused on obtaining optimal results during exploration and developmental phases in frontier regions while advising and implementing program design and execution with geology and geophysics teams in order to obtain safe, and commercially effective results.
Experience
President Geophysical Viking Geophysical Service/Acoustic Geophysical Services — 2012- Present
Mr. Dunn was responsible for managing all aspects of geophysical exploration with operations in Europe, Turkey and Africa. During peak operations Mr. Dunn managed in excess of 500personnel and 6 crews. Having acquired over 7,800km2 of 3D along with 10,000km plus of 2D surveys in multiple landscapes with total contract values excessive 230 million USD Mr. Dunn focused on operational and financial leadership. Mr. Dunn continues to apply new technology and acquisition methodology with contractors and field management to obtain optimal exploration objectives for the E&P sector.
Managing Director Central European Drilling — 2013- Present
Responsible for the overall performance of the European drilling division. Execution of strategy and planning from the Board of Directors. Formulating and implementing required policies to achieve plans with an operational footprint focused in Hungary, Romania, and Bulgaria.
Managing Director Viking Oilfield Services N.Iraq — 2015-Present
Working with operations teams in N.Iraq to achieve all strategies and goals defined in yearly business plans focusing on growing Viking’s client base promoting increased asset utilization.
Technical Operations Manager — 2009- 2012 Viking Geophysical Services.
Introduced first autonomous wireless geophysical crew for primary E&P customer base which helped grow the exploration base during which I managed the acquisition of over 2200km2 of 3D which aided in the discovery of new basins thereby allowing E&P to make informed decisions on profitable exploration drilling.
Project Manager — 2000- 2006 CGG Veritas.
Responsible for the management of multiple programs in diverse regions ranging from Arctic to Jungle operations in South America. Mr. Dunn was responsible for all field operations in remote regions inclusive of logistics and acquisition operations. Mr. Dunn was also responsible for all activities based outside the corporate office reporting to the operations management teams and president.
Technical and Recording Crew Manager -1993-2000 Veritas.
Mr. Dunn was integral in the identification and promotion of new innovative processes helping Veritas achieve the vision becoming the largest most trusted name in the geophysical industry. Was instrumental in the development of new methods of geophysical acquisition throughout the Canadian Rocky Mountains including the utilization of helicopters to aid in the deployment and retrieval of seismic acquisition equipment
Other:
Member of the Society of Exploration Geophysicists. European Association of Geophysical Exploration.
