DEF 14A of Energy Services of America CORP
Filed Jan 19, 2024 · FY20230001104659-24-005240
Directors and Executive Officers
Directors and Executive Officers The principal occupation during the past five years of each director and executive officer is set forth below. All directors and executive officers have held their present positions since our inception in 2006 unless otherwise stated. Marshall T. Reynolds has served as Chairman of the Board of Directors since our inception. Mr. Reynolds has served as Chief Executive Officer and Chairman of the Board Directors of Champion Industries, Inc., a commercial printer, business form manufacturer and supplier of office products and furniture, from 1992 to 2016, and sole stockholder from 1972 to 1993; President and General Manager of The Harrah and Reynolds Corporation, from 1964 (and sole stockholder since 1972) to present; and Chairman of the Board of Directors of McCorkle Machine and Engineering Company in Huntington, West Virginia. Mr. Reynolds is also Chairman of the Board of Directors of First Guaranty Bancshares, Inc., in Hammond, Louisiana, a director of Summit State Bank in Santa Rosa, CA since December 1998, and was Chairman of Premier Financial Bancorp, Inc. in Huntington, WV from 2011 to 2021. Mr. Reynolds is the father of Jack M. Reynolds and Douglas V. Reynolds. Mr. Reynolds varied career as a business leader and experience in a number of industries qualifies him to be on the Board of Directors. Douglas V. Reynolds was appointed President and Chief Executive Officer of the Company on December 6, 2012 and has served as a Director since 2008. Mr. Reynolds is an attorney for Reynolds & Brown, PLLC. Mr. Reynolds is the President of the Transylvania Corporation and a director of The Harrah and Reynolds Corporation. Mr. Reynolds was a director of Peoples Bancorp, Inc. and its banking subsidiary Peoples Bank from 2021 to 2023 and a director of Premier Financial Bancorp, Inc. from 2020 to 2021. Mr. Reynolds is a graduate of Duke University and holds a law degree from West Virginia University. Mr. Reynolds is the son of Director Marshall T. Reynolds and brother of Jack M. Reynolds. Mr. Reynolds’ varied experience and senior management roles with other companies make Mr. Reynolds a valuable member of the Board. Jack M. Reynolds served as President and Chief Financial Officer from our inception until September 2008 and has been a member of our Board of Directors since our inception. Mr. Reynolds has been a Vice President of Pritchard Electric Company since 1998. Pritchard is an electrical contractor providing electrical services to both utility companies as well as private industries. Mr. Reynolds also serves as a Director of Citizens Deposit Bank of Vanceburg, Kentucky. Mr. Reynolds is the son of Marshall T. Reynolds and the brother of Douglas V. Reynolds. Mr. Reynolds lengthy service at Pritchard Electric and knowledge of the contracting industry provides hands on expertise to the Board of Directors. Joseph L. Williams has been a director since our inception. Mr. Williams is the Chairman and Chief Executive Officer of Basic Supply Company, Inc., which he founded in 1977. Mr. Williams was Chairman, President and Chief Executive Officer of Consolidated Bank & Trust Co., in Richmond, Virginia from 2007 until it merged with Premier Financial Bancorp, Inc. in 2009. Mr. Williams is a former member of the West Virginia Governor’s Workforce Investment Council. He is a former Director of Unlimited Future, Inc. (a small business incubator) and a former Member of the National Advisory Council of the U.S. Small Business Administration. Mr. Williams is a former Mayor and City Councilman of the City of Huntington, West Virginia. He is a graduate of Marshall University with a degree in finance and is a former member of its Institutional Board of Governors. Mr. Williams' investment and management experience provides the board of directors an important perspective in business development. Samuel G. Kapourales was appointed to the Board of Directors on December 20, 2010. He is a Board Member of the West Virginia Health Care Authority and Kapourales Properties, LLC. Mr. Kapourales serves as a Director of First National Bank of Williamson. Mr. Kapourales’ varied business experience makes him a valuable member of the Board. Frank Lucente was appointed to the Board of Directors on June 19, 2019. Mr. Lucente, a retired Naval officer, holds a Master’s in Business Administration (MBA) with a specialty in marketing from Marshall University in Huntington, WV. Mr. Lucente is the founder, owner and president of Sam’s Hot Dogs, Inc., a franchise with over 45 locations in Virginia, West Virginia, Kentucky, North Carolina, and Georgia. In addition, Mr. Lucente is the co-founder of Rocco’s Restaurants, Inc. in Ceredo, WV. From 2005 to 2016, Mr. Lucente served as a city council member in Waynesboro, VA and served stints as vice mayor and mayor during that time. Mr. Lucente has served as the chairman of the board of Rocco’s Italian Specialty Foods, Inc. since 2014. Mr. Lucente’s business experience makes him a valuable member of the Board. Amy Abraham was appointed to the Board of Directors on April 20, 2022. Ms. Abraham currently holds the position of VP of Sales at Rio Tinto, Chicago, Ill. From 2015 to 2022, Ms. Abraham served as SVP and Chief Marketing Officer of World Fuel Services, a Fortune 100 company providing energy supply, logistics, energy management, renewable fuels and power sustainability services and technology solutions in the aviation, marine, government, commercial & industrial, and residential sectors. Ms. Abraham held various executive positions in the United States and United Kingdom for BP plc, one of the world’s leading oil and gas companies, from 1995 to 2015. Ms. Abraham earned a B.A. in Economics, Cum Laude from Duke University, and an M.B.A. in Finance from Indiana University Kelley School of Business. Ms. Abraham also completed executive education programs in leadership, marketing, and strategy at the University of Chicago and Stanford, Northwestern, and Columbia universities. Ms. Abraham’s business experience and industry knowledge make her a valuable member of the Board. Mark Prince was appointed to the Board of Directors on April 20, 2022, and appointed Audit Committee Chairman and designated Financial Expert. Mr. Prince served as President and CEO of HB&W, Inc. Financial Services from 2011 until his retirement at the end of 2021. Mr. Prince was also Managing Director for JPMorgan Chase from 1995 to 2011. Mr. Prince earned a B.A. in Economics from Kenyon College and graduated with distinction from American Bankers Association Graduate Commercial Lending School. Mr. Prince’s executive experience along with financial and regulatory expertise make him a valuable member of the Board. Patrick Farrell was appointed to the Board of Directors on April 20, 2022. Mr. Farrell is the founder and president of Savage Grant, a holding company investing in Appalachia through the energy, infrastructure, and technology industries since 2013. Mr. Farrell co-founded Mountain Point, a cloud technology consulting firm based in Charlotte, North Carolina, and Central App Technologies, an insourcing software development company with workers located throughout central Appalachia. Mr. Farrell also acquired and serves as the president of Service Pump and Supply, an industrial products and services company working to provide access to clean water, deal responsibly with wastewater, and manage stormwater for mining, industrial, and municipal customers. Mr. Farrell has also been a member of the Marshall University Board of Governors since 2017 and has served as Chairman of the Board since 2020. Mr. Farrell is a graduate of the United States Air Force Academy and earned his MBA from the Duke University Fuqua School of Business. Mr. Farrell’s business experience makes him a valuable member of the Board. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR LISTED ABOVE.
Directors and Executive Officers
Charles P. Crimmel was appointed as Chief Financial Officer of the Company on November 1, 2013 after serving as Controller from 2008 to 2013. Mr. Crimmel graduated from West Virginia University in 1995 with a Bachelor of Science degree in Business Administration and Accounting. Mr. Crimmel was employed by Union Boiler Company as a Field Clerk and Staff Accountant from 1995 to 1996. From 1996-2005, Mr. Crimmel served as Staff Accountant and Controller for Williams Union Boiler/Williams Service Group. From 2005-2008, Mr. Crimmel was Controller for Nitro Electric Company.
Executive and Director Compensation
Executive and Director Compensation We have adopted a compensation committee policy that reflects the compensation philosophy and objectives of the compensation committee.
Compensation Philosophy and Objectives
| • | provide pay for performance utilizing short and long-term incentives; |
Compensation Philosophy and Objectives
| • | Bonuses, which are determined by the compensation committee, reflect market median levels although actual payouts will vary based on our performance relative to company-wide, team and individual contributions toward our strategic plan. |
Compensation Philosophy and Objectives
| • | Retirement, health, life insurance, disability, severance and other perquisites and benefits are provided, but their focus and value are intentionally set to be conservatively competitive in order to attract and retain talented individuals. |
Compensation Philosophy and Objectives
| Summary Compensation Table | | | | | | | | | | Name and principal position | Year | Salary | Bonus | Stock Awards ($) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All other compensation (1) | Total | | Douglas V. Reynolds | 2023 | $80,000 | $- | $106,000(2) | $- | $- | $3,600 | $189,600 | | President and Chief Executive Officer | 2022 | $80,000 | $- | $- | $- | $- | $3,600 | $83,600 | | Charles P. Crimmel | 2023 | $150,389 | $25,000 | $- | $- | $- | $7,893 | $183,282 | | Secretary/Treasurer and Chief Financial Officer | 2022 | $135,000 | $- | $- | $- | $- | $6,075 | $141,075 |
Outstanding Equity Awards
Outstanding Equity Awards A table of equity awards for the fiscal year ended September 30, 2023 is below:
Outstanding Equity Awards
| | | Stock Awards | | | Name | Grant Date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested ($) | | Douglas Reynolds | 2/15/2023 | 40,000(1) | $162,000(2) |
Outstanding Equity Awards
| (1) All awards vest in approximately 33% increments on the first, second, and third anniversary from the date of grant |
Outstanding Equity Awards
| (2) Market value is calculated on the basis of $4.05 per share. This is based on the closing sales price for our common stock as reported on the Nasdaq Capital Market on September 29, 2023, which was the last business day of the fiscal year. |
Pay Versus Performance Disclosures
Pay Versus Performance Disclosures The federal securities laws and SEC regulations require Energy Services to provide the following information about the relationship between “compensation actually paid” to our principal executive officer (“PEO”) and to our Non-PEO named executive officers (“NEOs”) and certain financial performance measures of Energy Services. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to the executive officers during a covered year .
Pay Versus Performance Disclosures
| Year | Summary Compensation Table Total for PEO (1) | Compenation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5) | Net Income (6) | | 2023 | $189,600 | $351,600 | $183,282 | $183,282 | $247 | $7,401,420 | | 2022 | $83,600 | $83,600 | $155,730 | $155,730 | $175 | $3,750,315 |
Pay Versus Performance Disclosures
| (1) Douglas V. Reynolds served as PEO for each year presented in the above table. Compensation actually paid to Mr. Reynolds for each year presented in the table, as calculated in accordance with SEC regulations and presented in the Summary Compensation Table (“SCT”), was as follows: |
Pay Versus Performance Disclosures
| (2) Compensation Actually Paid to PEO Determination |
Pay Versus Performance Disclosures
| | 2023 | 2022 | | Total Compensation as Reported in SCT | $189,600 | $83,600 | | Fair value of equity awards granted during fiscal year | (106,000) | — | | Fair value of equity compensation granted in current year at year end | 162,000 | — | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | — | — | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | — | — | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | | Compensation Actually Paid to PEO | $245,600 | $83,600 |
Pay Versus Performance Disclosures
Fair value was computed in accordance with Energy Services’ methodology used for financial reporting purposes.
Pay Versus Performance Disclosures
| (3) The non-PEO NEO for the fiscal year ended September 30, 2023 was Charles P. Crimmel. The non-PEO NEOs for the fiscal year ended September 30, 2022 were Charles P. Crimmel and Robert N. Riddle, Jr. The average compensation actually paid to the non-PEO NEOs for each year presented in the table, as calculated in accordance with SEC regulations, was as follows: |
Pay Versus Performance Disclosures
| (4) Average Compensation Actually Paid to Non-PEO NEOs Determination |
Pay Versus Performance Disclosures
| | 2023 | 2022 | | Total Compensation as Reported SCT | $183,282 | $155,730 | | Fair value of equity awards granted during fiscal year | — | — | | Fair value of equity compensation granted in current year at year end | — | — | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | — | — | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | — | — | | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | $183,282 | $155,730 |
Pay Versus Performance Disclosures
Fair value was computed in accordance with Energy Services’ methodology used for financial reporting purposes.
Pay Versus Performance Disclosures
| (5) Total shareholder return (“TSR”) value represents Energy Services’ cumulative TSR based on an initial $100 investment on September 30, 2021, assuming the reinvestment of dividends. |
Pay Versus Performance Disclosures
| (6) Net income is calculated in accordance with GAAP and reflects the amounts reported in Energy Services’ Annual Report on Form 10-K, as amended for the applicable year. |
Pay Versus Performance Disclosures
The following chart illustrates the relationship between compensation actually paid to the NEOs and TSR for the fiscal years ended September 30, 2022 and 2023: The following chart illustrates the relationship between compensation actually paid to the NEOs and net income for the fiscal years ended September 30, 2022 and 2023:
Directors’ Compensation
| Name | Fees earned or paid in cash ($) | Stock Awards ($) | All other compensation ($) | Total | | Marshall T. Reynolds | $12,000 | $- | $- | $12,000 | | Samuel G. Kapourales | 12,000 | - | - | 12,000 | | Jack M. Reynolds | 12,000 | - | - | 12,000 | | Joseph L. Williams | 12,000 | - | - | 12,000 | | Frank S. Lucente | 12,000 | - | - | 12,000 | | Charles Abraham (1) | 6,000 | - | - | 6,000 | | Amy E. Abraham | 12,000 | - | - | 12,000 | | Patrick J. Farrell | 12,000 | | | 12,000 | | Mark S. Prince | 12,000 | | | 12,000 | | Total | $102,000 | $- | $- | $102,000 |